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EX-99.1 - EXHIBIT 99.1 - WAVE SYSTEMS CORPwavxex-99103052015.htm


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) March 5, 2015
 
WAVE SYSTEMS CORP.
(Exact Name of Registrant as Specified in Charter)
 
DELAWARE
 
0-24752
 
13-3477246
(State or Other Jurisdiction of
Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
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 2.02              Results of Operations and Financial Condition.
 
On March 5, 2015, Wave Systems Corp. announced results for its fourth quarter and year ended December 31, 2014 and highlighted recent corporate developments.  This announcement was made via a conference call, webcast and press release entitled “Wave Reduces 2014 Operating Expenses by 32% and Trims Net Loss by $7M” A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  This Form 8-K and Exhibits 99.1 hereto are each being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02 of Form 8-K and are therefore not to be considered “filed” with the SEC.

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Item 9.01              Financial Statements and Exhibits.
 
(d)  Exhibits
 
Exhibit
 
Description
 
 
 
99.1
 
Press Release dated March 5, 2015.
 

 
*
Exhibit 99.1 is being furnished to the SEC pursuant to Item 2.02 and is not being filed with the SEC. Therefore, this exhibit is not incorporated by reference in any of the registrant’s other SEC filings.

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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.
 
 
WAVE SYSTEMS CORP.
 
 
 
 
 
By:
/s/ Walter A. Shephard
 
 
Walter A. Shephard
 
 
Chief Financial Officer
 
 
Dated: March 6, 2015
 

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EXHIBIT INDEX
 
Exhibit
 
Description
 
 
 
99.1
 
Press Release dated March 5, 2015.
 

*
Exhibit 99.1 is being furnished to the SEC pursuant to Item 2.02 and is not being filed with the SEC. Therefore, this exhibit is not incorporated by reference in any of the registrant’s other SEC filings.
 

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