UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 30, 2011

WAVE SYSTEMS CORP.

(Exact Name of Registrant as Specified in Charter)

480 Pleasant Street, Lee, Massachusetts 01238

(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code (413) 243-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

On November 30, 2011, through one of its distribution partners, Wave Systems Corp. delivered in-full against a $1.7 million order from one of the world's leading international oil and gas companies for Wave’s EMBASSY® Remote Administration Server (ERAS), EMBASSY® Protector software and related maintenance services to manage laptop computers with self-encrypting drives.

The order, which involves tens of thousands of licenses and related software maintenance through the end of 2012, is a “large” class order (5,000 or more licenses) for which VSOE has not yet been achieved. As a result, Wave expects to record $1.7 million as revenue ratably through the end of 2012.

Safe-Harbor Statement:

Under the Private Securities Litigation Reform Act of 1995, the foregoing may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers.  The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements.  Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

In disclosing the order described above Wave is not expressing any opinion as to its materiality and in the future may or may not disclose other orders of a similar or greater magnitude.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

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