Quarterly Report

% of Total Revenue
Three Months Ended
September 30,

Sprint Nextel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-16073

OPENWAVE SYSTEMS INC.

(Exact name of registrant as specified in its charter)


Delaware		94-3219054
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2100 Seaport Blvd.

Redwood City, California

94063

(Address of principal executive offices)

(Zip Code)

(650) 480-8000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨

Accelerated filer x

Non-accelerated filer ¨

Smaller reporting company ¨

(Do not check if a smaller

reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of September 30, 2008 there were 83,090,779 shares of the registrant’s Common Stock outstanding.

OPENWAVE SYSTEMS INC.

Table of Contents


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Submission of Matters to a Vote of Security Holders	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

SIGNATURES		41

PART 1. FINANCIAL INFORMATION

Item 1.

Financial Statements

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


	September 30, 2008			June 30, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	61,437		$	196,150
Short-term investments		26,770			28,659
Restricted cash		—			42
Accounts receivable, net of allowance for doubtful accounts		57,396			78,550
Prepaid and other current assets		34,797			33,404
Insurance receivable for legal settlement		15,000			15,000
Amounts receivable from sales of discontinued operations		2,328			12,294

Total current assets		197,728			364,099
Property and equipment, net		12,537			13,941
Long-term investments, and restricted cash and investments		39,168			52,419
Deposits and other assets		7,910			7,762
Goodwill		59,281			59,281
Intangible assets, net		6,087			7,242

Total assets	$	322,711		$	504,744

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,261		$	4,918
Accrued liabilities		33,569			46,329
Accrued legal settlement		20,000			20,000
Accrued restructuring costs		12,151			13,845
Deferred revenue		44,209			48,239
Convertible subordinated notes, net		—			149,842

Total current liabilities		114,190			283,173
Accrued restructuring costs, net of current portion		40,163			41,927
Deferred revenue, net of current portion		16,819			17,655
Deferred rent obligations		7,551			7,876
Deferred tax liabilities, net of current portion		—			98

Total liabilities		178,723			350,729

Commitments and contingencies
Stockholders’ equity:
Common stock		83			83
Additional paid-in capital		3,181,920			3,180,949
Accumulated other comprehensive loss		(1,614	)		(1,120	)
Accumulated deficit		(3,036,401	)		(3,025,897	)

Total stockholders’ equity		143,988			154,015

Total liabilities and stockholders’ equity	$	322,711		$	504,744

See accompanying notes to condensed consolidated financial statements

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,
	2008			2007
Revenues:
License	$	14,327		$	12,619
Maintenance and support		16,378			18,557
Services		20,340			21,794

Total revenues		51,045			52,970

Cost of revenues:
License		2,266			2,107
Maintenance and support		4,258			6,362
Services		14,447			16,582

Total cost of revenues		20,971			25,051

Gross profit		30,074			27,919

Operating expenses:
Research and development		12,286			12,314
Sales and marketing		10,744			17,420
General and administrative		10,620			13,719
Restructuring and other related costs		1,903			1,208
Amortization of intangible assets		26			27

Total operating expenses		35,579			44,688

Operating loss from continuing operations		(5,505	)		(16,769	)
Interest income		1,823			3,320
Interest expense		(995	)		(1,213	)
Other income (expense), net		(7,324	)		797

Loss from continuing operations before provision for income taxes		(12,001	)		(13,865	)
Income tax expense		503			643

Net loss from continuing operations		(12,504	)		(14,508	)

Discontinued operations:
Net income from discontinued operations, net of tax		—			363
Gain on sale of discontinued operation, net of tax		2,000			—

Net loss	$	(10,504	)	$	(14,145	)

Basic and Diluted net loss per share from:
Continuing operations	$	(0.15	)	$	(0.17	)
Discontinued operations	$	0.02		$	(0.00	)

Net loss	$	(0.13	)	$	(0.17	)

Shares used in computing basic and diluted net loss per share		82,773			82,224

See accompanying notes to condensed consolidated financial statements

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended September 30,
	2008			2007
Cash flows from operating activities:
Net loss	$	(10,504	)	$	(14,145	)
Gain on sale of discontinued operation		(2,000	)		—
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization of intangibles		2,799			5,211
Stock-based compensation		971			2,489
Noncash restructuring charges		682			532
Provision for (recovery of) doubtful accounts		37			(773	)
Amortization of discount on convertible debt and debt issuance costs		158			206
Amortization/(accretion) of premiums/discounts on investments		87			(259	)
Deferred tax liability, net		(98	)		(745	)
Impairment of non-marketable securities		5,632			—
Changes in operating assets and liabilities, net of effect of acquired assets and liabilities:
Accounts receivable		21,117			18,320
Prepaid assets, deposits, and other assets		(1,541	)		(2,831	)
Accounts payable		(655	)		(8,473	)
Accrued liabilities		(10,837	)		115
Accrued restructuring costs		(3,905	)		(13,784	)
Deferred revenue		(4,866	)		3,691

Net cash used for operating activities		(2,923	)		(10,446	)

Cash flows from investing activities:
Purchases of property and equipment		(477	)		(1,917	)
Net proceeds from sale of technology and other		—			1,065
Proceeds from sale of discontinued operation, net		9,718			—
Purchases of short-term investments		—			(21,772	)
Proceeds from sales and maturities of short-term investments		8,867			82,685
Purchases of long-term investments		—			(5,226	)
Proceeds from sales and maturities of long-term investments		102			983
Restricted cash and investments		—			(195	)

Net cash provided by investing activities		18,210			55,623

Cash flows from financing activities:
Proceeds from issuance of common stock, net		—			58
Cash used to repurchase common stock from employees		—			(505	)
Payment on notes payable		(150,000	)		—

Net cash used for financing activities		(150,000	)		(447	)

Net increase (decrease) in cash and cash equivalents		(134,713	)		44,730
Cash and cash equivalents at beginning of period		196,150			86,099

Cash and cash equivalents at end of period	$	61,437		$	130,829

Cash and cash equivalents included in discontinued operations	$	—		$	3,451

Cash and cash equivalents at end of period	$	61,437		$	127,378

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	1,432		$	495

Cash paid for interest	$	2,267		$	2,245

Noncash investing and financing activities:
Transfers among short-term and long-term investments	$	7,368		$	21,936

See accompanying notes to condensed consolidated financial statements

OPENWAVE SYSTEMS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(1) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not contain all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management (“Management”) of Openwave Systems Inc. (the “Company” or “Openwave”), the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2008 and June 30, 2008, and the results of operations for the three months ended September 30, 2008 and 2007 and cash flows for the three months ended September 30, 2008 and 2007. The following information should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008.

On June 3, 2007, the board of directors approved the disposition of the Musiwave S.A. (“Musiwave”) business. The Company accounted for the planned sale of Musiwave as a discontinued operation in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long Lived Assets.” The net assets associated with Musiwave were classified as “held-for-sale” from June 30, 2007 until its disposition on December 31, 2007.

During the fourth quarter of fiscal year 2008, the Company sold its mobile phone software business (“Client operations”) to Purple Labs, a private company based in Chambéry, France. In accordance with SFAS 144, the condensed consolidated financial statements have been revised for all periods presented to reflect the Client operations as a discontinued operation.

Unless noted otherwise, discussions in the notes to the unaudited condensed consolidated financial statements pertain to continuing operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with the accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts in our condensed consolidated financial statements and the accompanying notes. Actual results could differ significantly from those estimates.

Revenue Recognition

There have been no material changes to the Company’s revenue recognition policy from the information provided in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10–K for the year ended June 30, 2008.

Stock Based Compensation

The Company accounts for its stock options under the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“FAS”) No. 123R, “Share-Based Payment,” (“FAS 123R”) for all share based payments and awards granted.

The following table illustrates stock-based compensation recognized in the condensed consolidated statements of operations by category of award (in thousands):


	Three Months Ended September 30,
	2008		2007
Stock-based compensation related to:
Grants of nonvested stock	$	131	$	231
Stock options granted to employees and directors		735		1,719
Employee stock purchase plan		105		258
Stock options granted to employees of discontinued operations		—		281

Stock-based compensation recognized in the consolidated statements of operations	$	971	$	2,489

During the three months ended September 30, 2008 and 2007, the tax benefits related to stock option expense was immaterial.

During the first quarter of fiscal 2008, the Company accelerated the vesting of 4,723 shares of restricted stock held by a former officer of the Company. As a result of that modification, the Company recorded approximately $27 thousand in stock-based compensation expense, which represents the value of the modified award. Additionally, the Company reversed previously recognized stock-based compensation expense of approximately $40 thousand related to the award as the service condition of the original award was not expected to be satisfied.

The Company elected to amortize stock-based compensation for awards granted on or after the adoption of FAS 123R on July 1, 2005 on a straight-line basis over the requisite service (vesting) period for the entire award. For awards granted prior to July 1, 2005, compensation costs are amortized in a manner consistent with Financial Accounting Standards Board Interpretation (“FIN”) No. 28, “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.” This is the same manner applied in the pro forma disclosures under FAS 123, “Accounting for Stock-Based Compensation,” (“FAS 123”) for periods prior to the adoption of FAS 123R.

(a)

Assumptions and Activity

The fair value of each option grant is estimated on the date of grant using the Black-Scholes-Merton option pricing model and assumptions noted in the following table. The Company’s expected volatility is based upon the historical volatility experienced in the Company’s stock price when appropriate. The Company estimates the expected term for new grants based upon actual post-vesting option cancellation and exercise experience, as well as the average midpoint between vesting and the contractual term for outstanding options. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.


	Three Months Ended September 30,
	2008		2007
Expected volatility	65.8	%	60.7	%
Expected dividends	0	%	0	%
Expected term (in years)	3.17-3.40		2.79-6.04
Risk-free rate	2.6	%	4.6	%

The Company determines the fair value of nonvested shares based on the NASDAQ closing stock price on the date of grant.

A summary of option activity from July 1, 2008 to September 30, 2008 is presented below (in thousands except per share amounts):


Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding at July 1, 2008	4,500		$	9.41	5.13	$	—
Options granted	2,433			1.49
Exercised	—			—
Forfeited, canceled or expired	(1,063	)		8.39

Outstanding at September 30, 2008	5,870		$	6.31	7.42	$	—

Vested and expected to vest at September 30, 2008	4,606		$	7.34	6.90	$	—

Exercisable at September 30, 2008	2,614		$	11.25	4.98	$	—

The weighted average grant date fair values of options granted during the three months ended September 30, 2008 and 2007 were $0.70 and $2.10, respectively. The total intrinsic value of options exercised during the three months ended September 30, 2007 was $0.1 million. There were no options exercised in the three months ended September 30, 2008. Upon the exercise of options, the Company issues new common stock from its authorized shares.

A summary of the activity of the Company's nonvested shares from July 1, 2008 to September 30, 2008 is presented below (in thousands except per share amounts):


Nonvested Shares	Shares		Weighted Average Grant Date Fair Value Per Share
Nonvested at July 1, 2008	373		$	4.58
Nonvested shares granted	—			—
Vested	(10	)		4.84
Forfeited	(51	)		5.41

Nonvested at September 30, 2008	312		$	4.44

As of September 30, 2008, there was $1.4 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized as the restricted shares vest over the next four years. The total fair value of shares vested during the three months ended September 30, 2008 and 2007 was $0.1 million and $0.7 million, respectively.

The impact on our results of operations of recording stock-based compensation for the three month periods ended September 30, 2008 and 2007 was as follows (in thousands):


	Three Months Ended September 30,
	2008		2007
Stock-based compensation by category:
Maintenance and support services	$	72	$	166
Services		166		270
Research and development		250		322
Sales and marketing		132		794
General and administrative		351		656
Discontinued operations		—		281

	$	971	$	2,489

(b)

Reinstatement of Employee Stock Purchase Plan

In January 2007, the Company reinstated and amended the Openwave Systems Inc. 1999 Employee Stock Purchase Plan (“ESPP”) which it suspended in October 2002. Eligible employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the Company’s common stock as of the beginning and the end of the six month offering periods. The amount of stock-based compensation expense recognized relating to the ESPP during the three months ended September 30, 2008 and 2007 was $0.1 million and $0.3 million, respectively.

The fair value used in recording the stock-based compensation expense associated with the ESPP is estimated for each offering period using the Black-Scholes-Merton option pricing model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility experienced in the Company’s stock price, as well as implied volatility in the market traded options on Openwave common stock. The expected term is six months, coinciding with each offering period. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.


	Three Months Ended September 30,		Three Months Ended September 30,
	2008		2007
Expected volatility	67.5	%	43.8	%
Expected dividends	0	%	0	%
Expected term (in years)	0.5		0.5
Risk-free rate	2.0	%	4.6	%

Recently Issued Accounting Pronouncements

In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. The adoption of FSP FAS 142-3 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 requires companies with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS 161 is effective for the Company’s fiscal year beginning July 1, 2009. The adoption of SFAS 161 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. SFAS 160 establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation. SFAS 160 is effective for the Company’s fiscal year beginning July 1, 2009. The adoption of SFAS 160 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations. SFAS 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any noncontrolling interest at their fair values as of the acquisition date. In addition, SFAS 141(R) requires expensing of acquisition-related and restructure-related costs, remeasurement of earn out provisions at fair value, measurement of equity securities issued for purchase at the date of close of the transaction and non-expensing of in-process research and development related intangibles. SFAS 141(R) is effective for the Company’s business combinations for which the acquisition date is on or after July 1, 2009.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 is effective for the Company’s fiscal year beginning July 1, 2008. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”), to partially defer SFAS 157. FSP 157-2 defers the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008. The adoption of FSP 157-2 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The Company adopted the portions of SFAS 157 not impacted by FSP 157-2 during the first quarter of fiscal 2009, see Note 6 Financial Instruments.

(2) Net Income (Loss) Per Share

In accordance with SFAS No. 128, “Earnings Per Share” basic net income (loss) per common share has been computed using the weighted average number of shares of common stock outstanding during the period, less shares subject to repurchase.

The Company excludes potentially dilutive securities from its diluted net income (loss) per share computation when their effect would be anti-dilutive to the net income (loss) per share computation. The following table sets forth potential shares of common stock that are not included in the diluted net income (loss) per share calculation because to do so would be anti-dilutive for the periods indicated below (in thousands):


	Three Months Ended September 30,
	2008	2007
Weighted average effect of potential common stock:
Unvested common stock subject to repurchase	342	663
Options that would have been included in the computation of dilutive shares outstanding had the Company reported net income, prior to applying the treasury method	2	252
Options that were excluded from the computation of dilutive shares outstanding because the total assumed proceeds exceeded the average market value of the Company’s common stock during the quarter	5,245	7,111
Shares resulting from an “as-if” conversion of the convertible debt	7,268	9,418

(3) Discontinued Operations

Client operations

During the fourth quarter of fiscal 2008, the Company sold its Client operations to Purple Labs, a private company based in Chambéry, France. The terms of the agreement include initial consideration of $20.0 million in cash received by the Company on June 27, 2008 and a note receivable of $5.8 million which was paid in July 2008. Additionally,

$4.2 million was placed in escrow by the purchaser for a period of one year to secure indemnification claims made by the purchaser, if any. The initial consideration also includes warrants to purchase 2% of Purple Labs common stock. During the first quarter of fiscal 2009, the Company met the terms of the Earnout provision in the sale agreement and received $2.0 million which was recorded as an additional $2.0 million gain on sale of discontinued operation in our condensed consolidated statement of operations. The Company is providing transition services to Purple Labs for up to six months following the sale. The first $2.0 million of costs relating to the transition services were covered by the initial consideration, and an additional $2.3 million of such costs as of September 30, 2008 are to be reimbursed by Purple Labs and are recorded in Amounts receivable from sales of discontinued operations.

The Company recognized a gain of $19.7 million in the fourth quarter of fiscal 2008 and $2.0 million in the first quarter of fiscal 2009 related to the sale of the Client operation. In accordance with SFAS 144, the Client operations financial results have been classified as a discontinued operation in the Company’s condensed consolidated statements of operations for all periods presented.

The financial results of Client operations included in discontinued operations were as follows (in thousands):


	Three Months ended September 30,
	2008		2007
Revenue of discontinued operation	$	—	$	10,002

Income from discontinued operation		—		1,025
Income tax expense		—		311

Net loss from discontinued operation, net of taxes		—		714
Gain on sale of discontinued operation		2,000		—

	$	2,000	$	714

As of June 30, 2008, there were no assets or liabilities attributable to Client operations due to the sale of the discontinued operation on June 27, 2008.

Musiwave

In January 2006, the Company acquired Musiwave, S.A. (“Musiwave”) and committed to a plan to sell its interest in Musiwave in June 2007. In accordance with SFAS 144, Musiwave’s financial results have been classified as a discontinued operation in the Company’s condensed consolidated financial statements for all periods presented. The net assets associated with Musiwave were classified as “held-for-sale” from June 30, 2007 until its disposition on December 31, 2007.

On December 31, 2007, the Company sold Musiwave for $41.4 million in cash, a note receivable of $5.9 million, and $4.6 million which the purchaser placed in escrow for a period of one year to secure indemnification claims made by the purchaser, if any. The Company received and recorded the payment on the note receivable in July 2008. The purchase price is subject to a potential purchase price adjustment regarding working capital, if any, which will be reflected as gain/(loss) on sale of discontinued operation in the period determined. A gain on the sale of discontinued operation will be recognized if and when funds are distributed from escrow.

The financial results of Musiwave included in discontinued operations were as follows (in thousands):


	Three Months ended September 30,
	2008		2007
Revenue of discontinued operation	$	—	$	7,189

Loss from discontinued operation		—		(295	)
Income tax expense		—		56

Net loss from discontinued operation, net of taxes	$	—	$	(351	)

As of June 30, 2008, there were no remaining assets or liabilities attributable to Musiwave due to the sale of the discontinued operation on December 31, 2007.

(4) Geographic, Segment and Significant Customer Information

The Company’s Chief Executive Officer (“CEO”) is considered to be the Company’s chief operating decision maker. The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region for purposes of making operating decisions and assessing financial performance.

The Company has organized its operations based on a single operating segment.

The Company markets its products primarily from its operations in the United States. International sales are primarily to customers in Asia Pacific and Europe, Middle East and Africa (“EMEA”). Information regarding the Company’s revenues in different geographic regions is as follows (in thousands):


	Three Months Ended September 30,
	2008		2007
United States	$	25,457	$	25,637
Americas, excluding the United States		6,680		4,540
Europe, Middle East, and Africa		6,587		12,294
Japan		6,591		7,298
Asia Pacific, excluding Japan		5,730		3,201

Total revenues	$	51,045	$	52,970

The Company’s long-lived assets residing in countries other than in the United States are insignificant and thus have not been disclosed.

Significant customer revenue as a percentage of total revenue for the three months ended September 30, 2008 and 2007 was as follows:

(5) Balance Sheet Components

(a)

Accounts Receivable, net

The following table presents the components of accounts receivable (in thousands):


	September 30, 2008			June 30, 2008
Accounts receivable	$	33,040		$	59,764
Unbilled accounts receivable		26,912			21,533
Allowance for doubtful accounts		(2,556	)		(2,747	)

	$	57,396		$	78,550

Significant customer accounts receivable balances as a percentage of total gross accounts receivable at September 30, 2008 and June 30, 2008 were as follows:

(b)

Goodwill and Intangible Assets, net

The following table presents a roll-forward of the goodwill and intangible assets from June 30, 2008 to September 30, 2008 (in thousands):


	Balance as of June 30, 2008		Amortization			Balance as of September 30, 2008
Goodwill	$	59,281	$	—		$	59,281
Intangibles assets:
Developed and core technology		7,077		(1,106	)		5,971
Customer contracts - licenses		21		(6	)		15
Customer contracts - support		97		(17	)		80
Workforce in place		47		(26	)		21

	$	66,523	$	(1,155	)	$	65,368

The Company performed interim goodwill impairment testing at September 30, 2008 because its common stock had been trading below book value per share during the fiscal quarter. The estimated fair value of the Company was calculated based on discounted future estimated cash flows, observable market capitalization with an estimated control premium, and an estimated value using relevant transactions as a guideline. Based upon the results of this test, Management determined that no goodwill impairment charge was required as of September 30, 2008. Management will continue to monitor the relationship of the Company’s market capitalization and other factors considered in estimating fair value, to evaluate the carrying value of goodwill and other intangible assets. The Company’s market capitalization has continued to decline subsequent to September 30, 2008. If the Company’s common stock price continues to trade below book value per common share, the Company may have to recognize an impairment of all, or some portion of, its goodwill and other intangible assets.

Total amortization expense related to intangible assets during the three months ended September 30, 2008 and 2007 was as follows (in thousands):


	Three Months Ended September 30,
	2008		2007
Developed and core technology	$	1,106	$	1,134
Customer contracts - licenses		6		137
Customer contracts - support		17		18
Workforce in place		26		27
Client operations		—		1,452

	$	1,155	$	2,768

Amortization of acquired developed and core technology and customer license contracts is included in Cost of Revenues – License. Amortization of acquired customer support contracts is included in Cost of Revenue – Maintenance and Support. Amortization of workforce in place is included in Operating expenses.

The following tables set forth the carrying amount of intangible assets, net as of September 30, 2008 and June 30, 2008 (in thousands):


	September 30, 2008							June 30, 2008
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed and core technology	$	19,303	$	(13,332	)	$	5,971	$	19,303	$	(12,226	)	$	7,077
Customer contracts - licenses		105		(90	)		15		105		(84	)		21
Customer contracts - support		220		(140	)		80		220		(123	)		97
Workforce in place		414		(393	)		21		414		(367	)		47

	$	20,042	$	(13,955	)	$	6,087	$	20,042	$	(12,800	)	$	7,242

The following table presents the estimated future amortization of intangible assets, based upon the intangible assets recorded as of September 30, 2008, (in thousands):


Fiscal Year	Amortization
2009 (remaining)		2,226
2010		1,680
2011		1,620
2012		561

	$	6,087

(c)

Deferred Revenue

As of September 30, 2008 and June 30, 2008, the Company had deferred revenue of $61.0 million and $65.9 million, respectively, consisting of deferred license fees, new version coverage, maintenance and support fees, and professional services fees. Deferred revenue results from amounts billed to the customer but not yet recognized as revenue as of the balance sheet date since the billing related to one or more of the following:

•

amounts billed prior to acceptance of product or service;

•

new version coverage and/or maintenance and support elements prior to the time service is delivered;

•

subscriber licenses committed in excess of subscribers activated for arrangements being recognized on a subscriber activation basis; and

•

license arrangements amortized over a specified future period due to the provision of unspecified future products.

Amounts in accounts receivable that have corresponding balances included in deferred revenue aggregated to approximately $12.5 million and $31.7 million as of September 30, 2008 and June 30, 2008, respectively.

(d)

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows (in thousands):


	September 30, 2008			June 30, 2008
Cumulative translation adjustments	$	(771	)	$	(771	)
Unrealized loss on marketable securities		(843	)		(349	)

Accumulated other comprehensive loss	$	(1,614	)	$	(1,120	)

Comprehensive loss is comprised of loss and changes in unrealized gain (loss) on marketable securities (in thousands):


	Three Months Ended September 30,
	2008			2007
Net loss	$	(10,504	)	$	(14,145	)
Other comprehensive income:
Change in unrealized gain (loss) on marketable securities		(494	)		53

Total comprehensive loss	$	(10,998	)	$	(14,092	)

(6) Financial Instruments

The Company reviews its impairments of investments in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and related guidance issued by the FASB and the Securities and Exchange Commission (“SEC”) in order to determine the classification of the impairment as “temporary” or “other-than-temporary.” A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive income (loss) component of stockholders’ equity. Such an unrealized loss does not affect net income for the applicable accounting period. An other-than-temporary impairment charge is recorded as a realized loss in the condensed consolidated statement of operations and increases net loss for the applicable accounting period. The differentiating factors between temporary and other-than-temporary impairment are primarily the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

The Company adopted SFAS 157 effective July 1, 2008, for all of its financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis (at least annually). SFAS 157 (as impacted by FSP No. 157-2) establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

•

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•

Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy:


	Fair value of securities as of September 30, 2008
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Money Market Funds	$	49,787	$	—	$	—	$	49,787
Certificates of Deposit		—		1,783		—		1,783
Corporate Bonds		—		26,279		—		26,279
Enhanced Cash Money Market		—		3,466		—		3,466
Auction Rate Securities		—		—		16,773		16,773

	$	49,787	$	31,528	$	16,773	$	98,088

As of September 30, 2008, $16.8 million in certain auction rate securities (“ARS”), recorded in long-term investments on the condensed consolidated balance sheet, were considered illiquid based upon recent auction results.

These ARS with an estimated fair value of $14.8 million were issued by eight different entities and are held by one investment firm on the Company’s behalf. Six of these securities are “Triple X” structured obligations of special purpose reinsurance entities associated with life insurance companies. The other two securities are interest-bearing corporate debt obligations which, through the course of the issuer’s business, have some exposure to asset-backed securities. The Company estimated the fair value of these auction rate securities based on probabilities of potential scenarios: 1) successful auction/early redemption, 2) failing auctions until maturity or 3) default and the estimated cash flows for each scenario. Other factors were considered, such as the value of the investments held by the issuer and the financial condition and credit ratings of the issuer, insurers, and parent companies as applicable. The Company recorded a $4.4 million other-than-temporary loss in the condensed consolidated statements of operations during the first quarter of fiscal 2009 related to these securities. As of September 30, 2008 these instruments were all rated AA or AAA by Standard and Poor’s and A2 to Aaa by Moody’s and the $17.0 million par value of these illiquid investments are insured against defaults of principal and interest by third party insurance companies. These investments are classified in long term investments at September 30, 2008.

The Company also holds an investment in an ARS relating to federal education student loans programs, with an estimated fair value of $2.0 million. The Company estimated the fair value of this security based on a discounted cash flows model, and considered other factors including recent receipt of a $0.1 million partial redemption of this instrument at par, and recent performance of the issuer. This security is substantially guaranteed by the U.S. Department of Education. This instrument is rated AAA by Fitch and Aaa by Moody’s. This investment is classified in long term investments at September 30, 2008.

The Company recorded a $4.4 million other-than-temporary impairment on ARS during the first quarter of fiscal 2009. The loss was considered other-than-temporary given the length of time the ARS have been illiquid, and the significant amount of the loss incurred.

Additionally, a $1.2 million other-than-temporary loss was recorded in the condensed consolidated statements of operations during the first quarter of fiscal 2009 related to an investment in a corporate instrument which was estimated at fair value based upon recent market quotes.

The following table represents the reconciliation of the beginning and ending balances of the Company’s ARS measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the first six months of fiscal year 2008 (in thousands):


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) ARS
Balance at June 30, 2008	$	21,344
Change in unrealized losses included in other comprehensive income		(67	)
Other-than-temporary impairment		(4,404	)
Partial redemption		(100	)

Balance at September 30, 2008	$	16,773

In December 2007, the investment manager of an enhanced cash money market fund that the Company had invested in halted demand redemptions and announced its intention to liquidate the fund by the end of June 2008. As of September 30, 2008, the market value of the Company’s pro-rata share of investments in the fund was $3.5 million. Due to recent market conditions, the liquidation schedule has extended beyond the initial estimated redemption date. According to the revised schedule, as of September 30, 2008, $2.4 million is classified in short-term investments and $1.0 million is classified in long-term investments based on the current planned distribution schedule. The Company received distributions of $1.5 million during the first quarter of fiscal 2009. The Company has no other amounts invested in enhanced cash funds.

Additionally, the Company had $17.6 million of restricted investments that were included within restricted cash and investments in the condensed consolidated balance sheet as of September 30, 2008. $17.4 million of the restricted investments comprises a certificate of deposit to collateralize letters of credit for facility leases, and $0.2 million comprises a restricted investment to secure a warranty bond pursuant to a customer contract. The weighted average interest rate on the Company’s restricted investments was 2.8% at September 30, 2008.

(7) Acquisitions

Acquisition of WiderWeb

On February 9, 2007, the Company acquired all of the outstanding issued share capital of WiderWeb Limited (“WiderWeb”), a developer of mobile web access solutions, for initial aggregate consideration of approximately $3.6 million (the “Initial Consideration”). The Initial Consideration consists of the payment of cash consideration of $3.3 million and transaction costs of $0.3 million, consisting primarily of professional fees.

In addition to the Initial Consideration, Openwave may pay contingent consideration relating to a retention agreement (“Retention Amount”). The maximum amount payable for the Retention Amount is $875 thousand for the retention of four key employees of WiderWeb for a two-year period which began on February 9, 2007. The Retention Amount is being amortized over the two-year period as compensation expense. During fiscal 2008, fifty percent of the Retention Amount was distributed to the four individuals pursuant to the terms of the purchase agreement, each of whom remains an employee of the Company. The remaining Retention Amount will be payable to the four individuals on February 9, 2009, assuming each individual remains an employee of Openwave. If an individual ceases to be an employee his prorata portion of the Retention Amount will be forfeited in favor of the Company.

Openwave may also pay contingent consideration (“WiderWeb Earn Out”) of up to an additional $4.0 million. The actual amount will be determined based upon the achievement of sales-related targets by the WiderWeb product line over various periods between closing and February 8, 2009. A total of $1.4 million of the WiderWeb Earn Out has been achieved as of September 30, 2008 and was added to goodwill in the condensed consolidated balance sheet at the time the contingency was resolved. The remaining potential WiderWeb Earn Out pursuant to the merger agreement is $2.6 million as of September 30, 2008.

(8) Convertible Subordinated Notes

On September 9, 2003, the Company issued $150.0 million of 2 3 / 4 % convertible subordinated notes (the “Notes”). All of the outstanding principal and interest was paid on September 9, 2008 pursuant to the terms of the Notes. The Notes were recorded on the Company’s condensed consolidated balance sheet net of a $4.1 million discount, which was amortized over the term of the Notes using the straight-line method, which approximated the effective interest rate

method. Approximately $158 thousand and $206 thousand of discount amortization during the first quarter of fiscal 2009 and 2008, respectively, was included in interest expense in the condensed consolidated statement of operations. The Company made a policy election to classify the issuance costs as a reduction to the Notes. The Company incurred $900 thousand of costs in connection with the issuance of the Notes, which were deferred and included in deposits and other assets. The finance costs were recognized as interest expense over the term of the Notes using the straight-line method, which approximated the effective interest rate method. Approximately $34 thousand and $45 thousand of debt issuance costs amortization was incurred during the first quarter of fiscal 2009 and 2008, respectively, and included in interest expense in the condensed consolidated statement of operations. As of September 30, 2008, all debt issuance costs have been fully amortized.

(9) Commitments and Contingencies

Litigation

IPO securities class action.

On November 5, 2001, a securities fraud class action complaint was filed in the United States District Court for the Southern District of New York. In re Openwave Systems Inc. Initial Public Offering Securities Litigation, Civ. No. 01-9744 (SAS) (S.D.N.Y.), related to In re Initial Public Offering Securities Litigation, 21 MC 92 (SAS) (S.D.N.Y.). It is brought purportedly on behalf of all persons who purchased shares of the Company’s common stock from June 11, 1999 through December 6, 2000. The defendants are the Company and five of its present or former officers (the “Openwave Defendants”), and several investment banking firms that served as underwriters of the Company’s initial public offering and secondary public offering. Three of the individual defendants were dismissed without prejudice, subject to a tolling of the statute of limitations. The complaint alleges liability under Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”) and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), on the grounds that the registration statements for the offerings did not disclose that: (1) the underwriters had agreed to allow certain customers to purchase shares in the offerings in exchange for excess commissions paid to the underwriters; and (2) the underwriters had arranged for certain customers to purchase additional shares in the aftermarket at predetermined prices. The amended complaint also alleges that false analyst reports were issued by Credit Suisse First Boston, Hambrecht & Quist, Robertson Stephens, and Piper Jaffray. No specific damages are claimed. Similar allegations were made in over 300 other lawsuits challenging public offerings conducted in 1999 and 2000, and the cases were consolidated for pretrial purposes.

The Company had accepted a settlement proposal presented to all issuer defendants. Under such settlement proposal, plaintiffs would have dismissed and released all claims against the Openwave Defendants in exchange for a contingent payment by the insurance companies responsible for insuring the issuers and for the assignment or surrender of control of certain claims the Company may have against the underwriters. The Openwave Defendants would not be required to make any cash payment in the settlement, unless the pro rata amount paid by the insurers in the settlement exceeds the amount of insurance coverage, a circumstance which the Company does not believe will occur. The settlement required approval of the Court, which could not be assured, after class members were given the opportunity to object to or opt out of the settlement. The Court held a hearing on April 24, 2006 to consider whether final approval should be granted. Subsequently, the United States Court of Appeals for the Second Circuit vacated the class certification of plaintiffs’ claims against the underwriters in six cases designated as focus or test cases. Miles v. Merrill Lynch & Co. (In re Initial Public Offering Securities Litigation), 471 F.3d 24 (2d Cir. 2006). Thereafter, the District Court ordered a stay of all proceedings in all of the lawsuits pending the outcome of plaintiffs’ petition to the Second Circuit for rehearing en banc and resolution of the class certification issue. On April 6, 2007, the Second Circuit denied plaintiffs’ petition for rehearing, but clarified that the plaintiffs may seek to certify a more limited class in the District Court. Accordingly, the parties withdrew the prior settlement, and Plaintiffs submitted amended complaints in designated focus or test cases with a revised class definition, in an attempt to comply with the Second Circuit’s ruling.

by two different classes of plaintiffs. More specifically, the District Court dismissed the Section 11 claims raised by (1) those plaintiffs who had no conceivable damages because they sold their securities above the offering price; and (2) those plaintiffs whose claims were time barred because they purchased their securities outside the previously certified class period. The Company believes a loss is not probable or reasonably estimable. Therefore no amount has been accrued as of September 30, 2008.

Government Investigations.

On May 18, 2006, the Company received an informal notice from the Securities and Exchange Commission (“SEC”) advising that the SEC had commenced an informal inquiry into the Company’s stock option grants and options-granting practices. The SEC’s letter requested that the Company produce documents related to the Company’s stock options-granting practices. In June 2006, the Company received subpoenas from the United States Attorneys for the Northern District of California and the Southern District of New York also requesting documents relating to the Company's stock options-granting practices. The Company has cooperated with the SEC and the U.S. Attorneys in these matters and intends to continue to do so. These investigations remain open; however, the Company has not received any recent communications from the SEC or the U.S. Attorneys regarding these matters.

Shareholder Derivative Lawsuits.

Seven substantially similar shareholder derivative actions were filed in California state and federal courts, purportedly on behalf of the Company, against various of the Company’s former and then-current directors and officers. The plaintiffs allege that the individual defendants mismanaged corporate assets and breached their fiduciary duties between 1999 and 2005 by authorizing or failing to halt the back-dating of certain stock options. The plaintiffs also allege that certain defendants were unjustly enriched by the receipt and retention of backdated stock options and that certain of the defendants sold Openwave stock for a profit while in possession of material, non-public information. Certain of the plaintiffs also allege that the Company issued false and misleading financial disclosures and proxy statements from 1999 through 2005 and that the individual defendants engaged in a fraudulent scheme to divert money to themselves via improper option grants. The complaints seek various forms of equitable relief (including, among other things, disgorgement of profits, rescission of options contracts, accounting and certain corporate governance reforms) as well as unspecified money damages. The Company is named as a nominal defendant in all of the actions. However, because the plaintiffs purport to bring these claims on the Company’s behalf, no relief is sought against the Company.

On September 5, 2006, the California Superior Court for the County of San Mateo consolidated the three actions pending before it into a single action captioned In re: Openwave Systems Inc. Derivative Litigation (Consolidated Case No. CIV 455265) and appointed a lead plaintiff and lead plaintiff’s counsel. On September 29, 2006, the lead plaintiff filed a consolidated amended shareholder derivative complaint. The action seeks to have the defendants disgorge certain options they received, including the proceeds of the options exercised, treble damages for violations of Sections 25402 and 25403 of the California Corporations Code, punitive damages as well as certain equitable relief and attorneys’ fees and costs. On August 21, 2006, the individual defendants, joined by nominal defendant Openwave, filed a motion to stay the state court actions pending resolution of the federal actions. On December 12, 2006, the state court granted the defendants’ motion to stay. On December 12, 2006, the state court granted the defendants’ motion to stay. The court required the parties to attend periodic status conferences until the federal actions are resolved and permitted the plaintiffs in the state court actions to ask the court to lift the stay if circumstances change. As a result of the judgment of dismissal entered on August 13, 2008 in federal actions, on October 3, 2008, the Company filed a motion to dismiss the state court actions on the grounds that they are barred by the federal court’s judgment. The consolidated state court action is in its very early stages. No amount is accrued as of September 30, 2008 as a loss is not considered probable or reasonably estimable.

above described federal shareholder derivative litigation in which the Court recently entered a judgment of dismissal. The Demand Letter requests that the Company commence litigation against certain individuals who currently serve or previously served as directors, officers, or employees of the Company, for alleged breach of fiduciary duty, waste, unjust enrichment, gross mismanagement, violations of California statute and other misconduct in connection with the Company’s stock option practices and public reporting of certain financial results during the periods fiscal 1999 through fiscal 2005. In response to the Demand Letter, as described above, the Board formed a special litigation committee to consider the plaintiffs' demand. The special litigation committee is currently conducting an investigation into the matters raised in the Demand Letter. No amount is accrued as of September 30, 2008 as a loss is not considered probable or reasonably estimable.

Securities Class Action.

Between February 21, and March 27, 2007, four substantially similar securities class action complaints were filed in the United States District Court for the Southern District of New York against Openwave and four current and former officers of the Company. The complaints purport to be filed on behalf of all persons or entities who purchased Openwave stock from September 30, 2002 through October 26, 2006 (the “Class Period”), and allege that during the Class Period, the defendants engaged in improper stock options backdating and issued materially false and misleading statements in the Company’s public filings and press releases regarding the manner in which Openwave granted and accounted for the options.

On April 25, 2007, the Company and the individual defendants filed a joint motion to transfer the actions to the Northern District of California where the related shareholder derivative class actions are pending. On May 18, 2007, the court entered an order consolidating the four securities class actions into a single action captioned In re: Openwave Systems Securities Litigation (Master File 07-1309 (DLC)), and appointing the lead plaintiff and lead plaintiff’s counsel. On June 14, 2007, the court entered an order denying the motion to transfer.

On June 29, 2007, the plaintiffs filed a consolidated and amended class action complaint. The consolidated and amended complaint adds 17 additional defendants, including several current and former Openwave officers and directors, KPMG LLP, and Merrill Lynch, Pierce, Fenner & Smith, Inc., Lehman Brothers Inc., J.P. Morgan Securities, Inc., and Thomas Weisel Partners LLC. The consolidated and amended complaint alleges claims for violation of Sections 10(b), 20(a) and 20(A) of the Exchange Act and Rule 10b-5, as well as claims for violation of Sections 11, 12(a)(2) and 15 of the Securities Act arising out of the Company’s 2005 public offering. The complaint seeks money damages, equitable relief, and attorneys’ fees and costs.

On August 10, 2007, the defendants filed motions to dismiss the consolidated and amended class action complaint. On October 31, 2007, the court entered an order granting in part and denying in part the defendants' motions to dismiss. The court granted the motions to dismiss claims asserted under the Securities Act as to all defendants against whom those claims were asserted, and granted the motion to dismiss the Exchange Act claims by certain of the officer and director defendants, but denied the motion to dismiss the Exchange Act claims asserted against Openwave and certain of the other director and officer defendants. As a result of the court’s decision, KPMG LLP, Merrill Lynch, Pierce, Fenner & Smith, Inc., Lehman Brothers Inc., J.P. Morgan Securities, Inc., and Thomas Weisel Partners LLC were dismissed as defendants from the litigation. The Company and certain of its former officers and former and current directors remained as defendants.

The parties commenced discovery with respect to class certification and the merits. On June 23, 2008, the lead plaintiff filed a motion for class certification. On July 18, 2008, the Company filed its opposition to the lead plaintiff's motion, and all of the individual defendants joined in that opposition.

On October 24, 2008, while the motion for class certification was pending and discovery was ongoing, the lead plaintiff and defendants reached an agreement to settle the action. On November 5, 2008, the court entered a preliminary order approving the settlement. The settlement will be funded in part by insurance and in part by the

Company. The settlement is subject to court approval. During the fourth quarter of fiscal 2008, the Company accrued for a legal settlement of $20.0 million, offset by a $15.0 million receivable from the insurance carriers, leaving the net amount of $5.0 million as the Company’s estimate of its settlement cost.

Simmonds v. Credit Suisse Group, et al.,

On October 3, 2007, Vanessa Simmonds filed a stockholder derivative suit in the United States District Court for the Western District of Washington (Case No.C07-1580 JLR) on behalf of Openwave naming Credit Suisse Group, Bank of America Corporation, and J.P. Morgan Chase & Co. as defendants. Openwave is named as a nominal defendant. The plaintiff alleges that the defendants, all of whom acted as co-lead underwriters for Openwave’s 1999 initial public offering, violated the “short-swing profit” prohibition set forth in Section 16(b) of the Securities Exchange Act of 1934 by purchasing and selling Openwave securities within a six-month period, and violated Section 16(a) by failing to report transactions in Openwave’s securities as a group. The plaintiff demands that each of the defendants disgorge profits from all transactions in Openwave’s securities found to be in violation of Section 16(b), prejudgment interest, attorneys’ fees and costs.

From time to time, the Company may be involved in litigation or other legal proceedings, including those noted above, relating to or arising out of its day-to-day operations or otherwise. Litigation is inherently uncertain, and the Company could experience unfavorable rulings. Should the Company experience an unfavorable ruling, there exists the possibility of a material adverse impact on its financial condition, results of operations, cash flows or on its business for the period in which the ruling occurs and/or in future periods.

Indemnification claims.

The Company’s software license and services agreements generally include a limited indemnification provision for claims from third parties relating to the Company’s intellectual property. Such indemnification provisions are accounted for in accordance with FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). As of September 30, 2008, no amount is accrued for indemnifications as there were no existing claims where a loss is considered probable. Historically, costs related to these indemnification provisions have been infrequent and the Company is unable to estimate the maximum potential impact of these indemnification provisions on its future results of operations.

Contingencies.

We have certain contingent obligations associated with previous acquisitions as discussed in Note 7 Acquisitions .

(10) Restructuring and Other Related Costs

As a result of the Company’s change in strategy and its desire to improve its cost structure, the Company announced restructurings during fiscal years 2008, 2007 and 2006, and various other restructurings in fiscal years 2002 through 2005.

The fiscal year 2008 restructuring (FY2008 Restructuring) was implemented to better align the Company’s resources among its products, reduce costs and improve operating efficiencies. As such, during fiscal 2008 and the first quarter of fiscal 2009, the Company incurred $6.6 million in pre-tax restructuring and related charges associated with the FY2008 Restructuring Plan’s employee termination benefits and $0.8 million in accelerated depreciation on fixed assets associated with facilities identified for restructuring. The Company expects to pay the current accrued charges during the second quarter of fiscal 2009. The restructuring charges for facilities under this plan will be incurred in the period the facility is no longer occupied or used by the Company for operations, with the associated lease payments being paid over the term of the remaining lease. During the first quarter of fiscal 2009, the Company incurred $1.5 million in facilities charges related to the FY2008 Restructuring. Of the remaining $1.2 million accrual, the Company expects to pay $0.3 million through June 30, 2009 and $0.9 million from July 2009 through September 2012.

The following table sets forth the restructuring liability activity from June 30, 2008 through September 30, 2008 (in thousands):


	FY 02 to FY 05 Restructuring Plans			FY 06 Restructuring Plan			FY 07 Restructuring Plan			FY 08 Restructuring Plan			FY 08 Restructuring Plan		Total Accrual
	Facility			Facility			Severance			Severance			Facility		Total Accrual
Accrual balances as of June 30, 2008	$	52,877		$	25		$	261		$	2,609		$	—	$	55,772
New charges ⁽¹⁾		(37	)		—			—			(313	)		1,239		889
Accretion expense		447			—			—			—			—		447
Cash paid, net of sublease income		(2,841	)		(3	)		(42	)		(1,908	)		—		(4,794	)

Balance as of September 30, 2008	$	50,446		$	22		$	219		$	388		$	1,239	$	52,314

⁽¹⁾	These charges do not include $0.2 million of accelerated depreciation on fixed assets, as well as $0.3 million in facility exit costs paid during the first quarter of fiscal 2009.

As of September 30, 2008, the Company has sublease contracts in place for all but one of its exited facilities, which provides for approximately $34.2 million of future sublease income from third parties out of a total of $35.1 million. Future minimum lease payments under all non-cancelable operating leases with terms in excess of one year and future contractual sublease income were as follows at September 30, 2008 (in thousands):


Year ending June 30,	Contractual Cash Obligation		Estimated Sublease Income			Contractual Sublease Income			Estimated Future Net Cash Outflow
2009 (remaining)		14,236		—			(5,544	)		8,692
2010		19,514		—			(7,561	)		11,953
2011		20,472		(231	)		(7,437	)		12,804
2012		20,387		(466	)		(7,458	)		12,463
2013		16,547		(127	)		(6,230	)		10,190

	$	91,156	$	(824	)	$	(34,230	)	$	56,102

Future accretion expense on the restructured facility obligation is $4.4 million, which will be recorded as restructuring expense over the life of the respective lease terms.

(11) Income Taxes

Income tax expense consisted of foreign withholding tax, foreign corporate tax and foreign deferred tax. Both foreign withholding tax and foreign corporate tax fluctuate quarterly based on the product and geographic mix of our revenue, with a resulting fluctuation in our quarterly effective tax rate.

In light of our history of operating losses we recorded a full valuation allowance for our U.S. federal and state deferred tax assets. We intend to maintain this valuation allowance until there is sufficient evidence to conclude that it is more likely than not that the federal and state deferred tax assets will be realized. As of September 30, 2008, we have net foreign deferred tax assets recorded of approximately $4.4 million, which consists of $5.1 million of realizable deferred tax assets in selected countries based upon our conclusion that it is more likely than not that these foreign subsidiaries will earn future taxable profit through transfer pricing; offset by $0.7 million of deferred tax liabilities recorded with respect to acquisitions for which the amortization expense of acquired intangibles is not deductible for tax purposes.

The FIN 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”) unrecognized tax benefits activity is as follows (in thousands):


Balance as of July 1, 2008	$	5,659
Resolution of various tax positions		(188	)
Increase in tax reserve		(24	)
Foreign currency fluctuation		(253	)

Balance as of September 30, 2008	$	5,194

The total amount of gross unrecognized tax benefits was $5.2 million as of September 30, 2008. Of this amount, $2.0 million would affect the effective tax rate if realized, and $3.2 million would be recorded as a reduction of goodwill if realized. The Company has elected to include interest and penalties as a component of tax expense. Accrued interest and penalties at September 30, 2008 and 2007 were approximately $23,000 and $11,000, respectively. The Company does not anticipate that the amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company files U.S. federal, U.S. state and foreign tax returns. For federal returns, the Company is generally no longer subject to examinations for years prior to fiscal year ended June 30, 2008. Because of net operating loss carryforwards, substantially all of the Company’s tax years, from fiscal 1995 through fiscal 2007, remain open to state tax examinations with the exception of Alabama, Massachusetts and Texas. Most of the Company’s foreign jurisdictions have three or four open tax years at any point in time.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based upon current expectations and beliefs of Management and are subject to certain risks and uncertainties, including economic and market variables that may cause actual events, results or performance to differ materially from those indicated by such statements. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates” and similar expressions identify such forward-looking statements. Forward-looking statements include, among other things, statements regarding our ability to attract and retain customers, obtain and expand market acceptance for our products and services, the information and expectations concerning our future financial performance and potential or expected competition and growth in our markets and markets in which we expect to compete, business strategy, projected plans and objectives, anticipated cost savings from restructurings, our ability to realize anticipated benefits of our acquisitions on a timely basis, our estimates with respect to future operating results, including, without limitation, earnings, cash flow and revenue and any statements of assumptions underlying the foregoing. These forward-looking statements are only predictions, not historical facts and are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties include the limited number of potential customers, the highly competitive market for our products and services, technological changes and developments, potential delays in software development and technical difficulties that may be encountered in the development or use of our software, patent litigation, our ability to retain management and key personnel, and the other risks discussed below in Part II, Item 1A, under the subheading “Risk Factors” and elsewhere in this report. The occurrence of the events described in Part II, Item 1A, under the subheading “Risk Factors” could harm our business, results of operations and financial condition. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the risk factors described in this section below and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008, which was filed with the Securities and Exchange Commission on September 15, 2008, and the unaudited condensed consolidated financial statements and related notes contained in this quarterly report on Form 10-Q.

Overview of Our Business and Products

Openwave’s products are modular and based on open standards, providing our customers with the ability to mix and match the right products and technologies to create differentiated mobile services. Our technology and products are designed to work on diverse mobile phones and platforms regardless of the brand or the type of service that operators select to offer to their subscribers.

Our product portfolio includes offerings in the areas of server software which includes mobile infrastructure, converged messaging products for mobile and broadband service providers and location application products for mobile operators. Our professional services group works with our customers during all stages of implementation of wireless services. For financial information about our operating segment and geographic areas, see Note 4 to our condensed consolidated financial statements.

For further detail regarding our products, see our Annual Report on Form 10-K for our fiscal year ended June 30, 2008.

We were incorporated in 1994 as a Delaware corporation and completed our initial public offering in June 1999. Our principal executive offices are located at 2100 Seaport Boulevard, Redwood City, CA 94063. Our telephone number is (650) 480-8000. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended, are available free of charge through our website at www.openwave.com or the SEC website at www.sec.gov, as soon as reasonably practicable after we file or furnish such material with the SEC. Information contained on our website is not incorporated by reference to this report.

Overview of Financial Results During the Three Months Ended September 30, 2008

The following table represents a summary of our operating results from continuing operations for our first quarter of fiscal 2009 compared with the first quarter of fiscal 2008 (in thousands):


	Three Months Ended September 30,						Percent Change
	2008			2007			Percent Change
	(unaudited)
Revenues	$	51,045		$	52,970		-4	%
Cost of revenues		20,971			25,051		-16	%

Gross profit		30,074			27,919		8	%
Operating expenses		35,579			44,688		-20	%

Operating loss		(5,505	)		(16,769	)	-67	%
Interest and other income (expense), net		(6,496	)		2,904		-324	%
Income tax expense		503			643		-22	%

Net loss from continuing operations	$	(12,504	)	$	(14,508	)	-14	%

Revenues decreased 4% during the three months ended September 30, 2008 compared with the corresponding period of the prior year. The decrease was primarily in maintenance and support revenues, which declined by 12% compared with the three months ended September 30, 2007 due to lower renewal rates.

Operating expenses decreased $9.1 million during the three months ended September 30, 2008 compared with the corresponding period of the prior year. We experienced various decreases in operating expenses, primarily in sales and marketing due to a decrease in labor cost, including commissions expense due to the decline in bookings as noted under Other Key Revenue Metrics below. Bookings in fiscal 2009 were lower than in the same period of the prior year as we experienced delays in expected orders and carriers reevaluated spending in these uncertain economic times. Also, general and administrative costs decreased as a result of our FY 2008 Restructuring Plan, as discussed in more detail under Summary of Operating Results below. As of September 30, 2007, we had 831 employees, exclusive of employees related to Client and Musiwave. As of September 30, 2008, we had 618 employees.

Operating Environment During the Three Months Ended September 30, 2008

Data revenues continue to comprise a small, but growing, portion of mobile telecommunications operators’ total services revenue today, with voice and messaging continuing to serve as primary revenue drivers. Although data services revenues are growing, the average revenue per user, commonly referred to as ARPU, has remained flat over the last several years for many of Openwave’s mobile operator customers. One of the major contributing factors is that the industry has not made the sharing of communications and content simple enough for the consumer due to the current “multi-click and wait” environment. Openwave’s “zero click” access approach that is found in its OpenWeb, OpenMedia, OpenStream and Rich Mail products, is designed to simplify access to and sharing of content and

communications. These new technologies are designed to promote increased device usage and drive data growth in the industry in the mid-term. Until then, Openwave sees continued, but reduced, capital equipment spending levels by the operators in the infrastructure market overall. Many of the products that Openwave and our competitors sell will continue to be viewed by operators as cost centers that will maintain, but not grow, monthly ARPU until the industry succeeds in creating a simpler and intuitive experience for the user.

During the quarter ended September 30, 2008, Openwave worked with mobile operators and handset manufacturers to enable the delivery of personalized content and communications. Selected customer highlights include:

Service Management

•

Integra, Openwave’s next generation service management solution, features new functionalities, specifically multi-protocol and multi-service support, including a set of mobile internet service enablers. Openwave signed an agreement with Sprint for its new hosted OpenWeb solution for open internet browsing, which enables Sprint to provide browsing support for full HTML pages on mobile handsets.

•

In Europe, Openwave also received an order from a top tier operator in support of its upcoming launch of open internet browsing services based on its OpenWeb solution, which is designed to deliver full internet content to mobile data-enabled devices.

Messaging

•

SoftBank Telecom, one of Japan's largest telecommunication companies, selected Openwave Rich Mail, an AJAX-based solution that provides a dynamic web interface for broadband and mobile communications solutions.

•

Openwave also signed an agreement with a major North American cable company to trial Openwave Rich Mail.

Location

•

Openwave signed an agreement with a key operator based in Japan to deploy a new location solution based on Secure User Plan Location (SUPL) standards which is designed to enable higher accuracy location determination.

Critical Accounting Policies and Judgments

We believe that there are several accounting policies that are critical to understanding our business and prospects for our future performance, as these policies affect the reported amounts of revenue and other significant areas that involve management’s judgment and estimates. These significant accounting policies are:

•

Revenue recognition

•

Allowance for doubtful accounts

•

Impairment assessment of goodwill and identifiable intangible assets

•

Stock-based compensation

•

Restructuring-related assessments

With the exception of the following paragraph that updates factors considered in our critical accounting policy estimate for Impairment assessments of goodwill and identifiable intangible assets during the first quarter of fiscal 2009, there were no significant changes in our critical accounting policies and estimates. For further discussion of our critical accounting policies and judgments, please refer to the Notes to our Condensed Consolidated Financial Statements included in this Form 10-Q and to our audited consolidated financial statements and accompanying notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008.

Impairment Assessments of Goodwill and Intangible Assets

On September 30, 2008, we had $59.3 million of goodwill on our condensed consolidated balance sheet. We review goodwill for impairment annually and more frequently if events and circumstances indicate that the asset may be impaired and that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results,

significant changes in the manner of use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, a significant decline in our stock price for a sustained period, and decreases in our market capitalization below net assets for a sustained period. Given the recent decline in our stock price, management reviewed the recoverability of the Company's goodwill balance and concluded an impairment charge was not required as of September 30, 2008. However, our stock price has experienced additional significant declines since September 30, 2008. If the Company’s common stock price continues to trade below book value per common share, we may have to recognize an impairment of all, or some portion of, its goodwill and other intangible assets.

Summary of Operating Results

Three Months Ended September 30, 2008 and 2007

Revenues

We generate three different types of revenues. License revenues are primarily associated with the licensing of our software products to communication service providers and wireless device manufacturers; maintenance and support revenues are derived from providing support services to communication service providers and wireless device manufacturers; services revenues are primarily a result of providing deployment and integration consulting services to communication service providers; service revenues may include a limited amount of packaged solution elements which may be comprised of our software licenses, professional services, third-party software and hardware.

The majority of our revenues have been from a limited number of customers and our sales are concentrated in a single industry segment. During the three months ended September 30, 2008 and 2007 we had two significant customers, as shown in the following table:

The following table presents the key revenue information for the three months ended September 30, 2008 and 2007, respectively (in thousands):


	Three Months Ended September 30,						Percent Change
	2008			2007			Percent Change
Revenues:
License	$	14,327		$	12,619		14	%
Maintenance and support		16,378			18,557		-12	%
Services		20,340			21,794		-7	%

Total Revenues	$	51,045		$	52,970		-4	%

Percent of revenues:
License		28	%		24	%
Maintenance and support		32	%		35	%
Services		40	%		41	%

Total Revenues		100	%		100	%

License Revenues

License revenues increased by 14% during the three months ended September 30, 2008 as compared with the corresponding period of the prior year. The increase in license revenues was due to the introduction of new products since our product transitioning was in the early stages in the prior year and resulted in moderately lower license revenues in the three months ended September 30, 2007.

Maintenance and Support Revenues

Maintenance and support revenues decreased by 12% for the three months ended September 30, 2008 compared with the corresponding period of the prior year. The decrease is a result of the reduced renewal rates and lower bookings over the past twelve months.

Services Revenues

Services revenue decreased by 7% for the three months ended September 30, 2008, as compared with the corresponding period of the prior year. The decrease in the three months ended September 30, 2008, was primarily related to the decline in bookings as discussed above.

Other Key Revenue Metrics

The other key metrics utilized by the Company for purposes of making operating decisions and assessing financial performance include bookings and backlog. Bookings comprise the aggregate value of all new arrangements executed during a period. We define backlog as the aggregate value of all existing arrangements less revenue recognized to date. For the first quarter of fiscal 2009, bookings were approximately $29.3 million, down 14.8%, or $5.1 million, from approximately $34.4 million for the first quarter of fiscal 2008. These bookings resulted in a backlog of approximately $220.1 million as of September 30, 2008, essentially unchanged from $220.2 million as of September 30, 2007. Bookings related to royalty or usage arrangements are recognized concurrently with the related revenue and therefore do not impact backlog. Revenue resulting from bookings is generally recognized over the subsequent 12 to 18 months, and is subject to our revenue recognition policy as described above under Critical Accounting Policies.

Cost of Revenues

The following table presents cost of revenues as a percentage of related revenue type for the three months ended September 30, 2008 and 2007, respectively:


	Three Months Ended September 30,						Percent Change
	2008			2007			Percent Change
Cost of revenues:
License	$	2,266		$	2,107		8	%
Maintenance and support		4,258			6,362		-33	%
Services		14,447			16,582		-13	%

Total Cost of Revenues	$	20,971		$	25,051		-16	%


	Three Months Ended September 30,
	2008			2007
Gross margin per related revenue category:
License		84	%		83	%
Maintenance and support		74	%		66	%
Services		29	%		24	%
Total Gross Margin		59	%		53	%

Cost of License Revenues

Cost of license revenues consists primarily of third-party license fees and amortization of developed technology and customer contract intangible assets related to our acquisitions.

Costs of license revenues increased by 8% during the three months ended September 30, 2008, compared with the corresponding period of the prior year. The increase is attributable to the mix of products being sold, given that products which contain third-party software have royalty costs associated with those sales. Additionally, regardless of sales mix in any particular quarter, certain royalties are amortized at a minimum amount over the period products are licensed to us, regardless of the associated revenues we record.

Cost of Maintenance and Support Revenues

Cost of maintenance and support revenues consists of compensation and related overhead costs for personnel engaged in support services to wireless device manufacturers and communication service providers.

Cost of maintenance and support decreased 33% during the three months ended September 30, 2008, as compared with the corresponding period of the prior year. The decrease in cost of maintenance and support revenues is attributed to a decrease in labor costs and associated allocations.

Cost of Services Revenues

Cost of services revenues consists of compensation and independent consultant costs for personnel engaged in performing professional services, hardware purchased for resale, and related overhead.

Cost of services decreased by 13% during the three months ended September 30, 2008, as compared with the corresponding period of the prior year. The decrease in cost of services for the three months ended September 30, 2008 versus the prior year is related to the decrease in services revenue of 7%. Costs of services did not decrease as much as services revenue decreased due to certain fixed services costs that continue regardless of revenue recognized.

Operating Expenses

Operating expenses decreased by 20% the three months ended September 30, 2008, as compared with the corresponding period of the prior year.

The following table represents operating expenses for the three months ended September 30, 2008 and 2007, respectively (in thousands):


	Three Months Ended September 30,						Percent Change
	2008			2007			Percent Change
Operating expenses:
Research and development	$	12,286		$	12,314		0	%
Sales and marketing		10,744			17,420		-38	%
General and administrative		10,620			13,719		-23	%
Restructuring and other related costs		1,903			1,208		58	%
Amortization of intangible assets		26			27		-4	%

Total Operating Expenses	$	35,579		$	44,688		-20	%

Percent of Revenues:
Research and development		24	%		23	%
Sales and marketing		21	%		33	%
General and administrative		21	%		26	%

Research and Development Expenses

Research and development expenses consist principally of salary and benefit expenses for software developers, contracted development efforts, related facilities costs, and expenses associated with computer equipment used in software development. We believe that investments in research and development, including recruiting and hiring of software developers, are critical to remain competitive in the marketplace and directly relate to continued development of new and enhanced products.

During the three months ended September 30, 2008, research and development costs remained consistent when compared with the corresponding period in the prior year.

Sales and Marketing Expenses

Sales and marketing expenses include salary and benefit expenses, sales commissions, travel expenses, and related facility costs for our sales and marketing personnel, and amortization of customer relationship intangibles. Sales and marketing expenses also include the costs of trade shows, public relations, promotional materials, redeployed professional service employees and other market development programs.

During the three months ended September 30, 2008, sales and marketing costs decreased by 38% compared with the corresponding period in the prior year. The decrease is primarily attributable to the decrease in workforce as part of the FY2008 Restructuring Plan, and a decrease of 14.8% in bookings from the same period of the prior year, which collectively resulted in a decrease of $5.8 million in salary, commissions and associated costs, as well as a $0.7 million decrease in stock based compensation.

General and Administrative Expenses

General and administrative expenses consist principally of salary and benefit expenses, travel expenses, and facility costs for our finance, human resources, legal, information services and executive personnel. General and administrative expenses also include outside legal and accounting fees, provision for doubtful accounts, and expenses associated with computer equipment and software used in administration of the business.

During the three months ended September 30, 2008, general and administrative costs decreased 23% compared with the corresponding period in the prior year. This decrease from the prior year can be attributed to the reduction in workforce from the FY2008 Restructuring Plan, which resulted in a reduction in both labor and related costs of $2.8 million and stock-based compensation of $0.3 million.

Restructuring and Other Related Costs

Restructuring and other related costs for the three months ended September 30, 2008, increased by 58% over the same period in the prior year. This can be attributed to an increase in new charges of $0.2 million over the prior year, as well as charges in the first quarter of fiscal 2009 to accelerated depreciation of $0.2 million and facility exit costs of $0.3 million.

Refer to Note 10 in the notes to the condensed consolidated financial statements for more information.

Amortization of Intangible Assets

The following table presents the amortization of intangible assets (in thousands):


	Three Months Ended September 30,
	2008		2007
Developed and core technology	$	1,106	$	1,134
Customer contracts - licenses		6		137
Customer contracts - support		17		18
Workforce in place		26		27
Client operations		—		1,452

	$	1,155	$	2,768

The decrease in amortization in fiscal year 2008 reflects the sale of Client in June 2008 and Musiwave in December 2007. Refer to Note 3 in the notes to the condensed consolidated financial statements for additional information.

Amortization of developed and core technology and customer contracts for licenses is included in cost of license revenue in our condensed consolidated statements of operations. These assets are being amortized over an average useful life of four years.

Amortization of acquired customer support contracts is included in Cost of revenues—Maintenance and support. These assets are being amortized over an approximate useful life of three years.

Amortization of workforce in place is included in Operating expenses. These assets are being amortized over an average useful life of four years.

Interest Income

Interest income was approximately $1.8 million for the three months ended September 30, 2008, as compared with $3.3 million for the corresponding period of the prior year. The decrease in interest income in the three months ended September 30, 2008 can be attributed to lower interest rates and the utilization of $150.0 million of cash for repayment of our convertible subordinated notes.

Interest Expense

Interest expense was approximately $1.0 million for the three months ended September 30, 2008, as compared with $1.2 million for the corresponding period of the prior year. The majority of our interest expense related to our convertible subordinated notes issued in September 2003 and all outstanding principal and interest was paid on September 9, 2008, which accounts for the decrease in interest expense from the prior year.

Other Income (Expense), net

Other income (expense), net was approximately $(7.3) million during the three months ended September 30, 2008 and $0.8 million during the three months ended September 30, 2007. The three months ended September 30, 2008 includes an other-than-temporary impairment of $5.6 million recorded on certain investments during the period.

There was no such expense in the same period of the prior year. The remaining amounts primarily relate to foreign exchange gains and losses on foreign denominated assets and liabilities.

Income Taxes

Income tax expense equaled 4.2% of loss from continuing operations for the three months ended September 30, 2008 compared with 4.6% in the corresponding period in the prior fiscal year. The decline is due to lower taxable income in our foreign subsidiaries, due to lower operating costs which in turn reduce taxable profits generated under intercompany cost-plus arrangements.

In light of our history of operating losses we recorded a full valuation allowance for our U.S. federal and state deferred tax assets. We intend to maintain this valuation allowance until there is sufficient evidence to conclude that it is more likely than not that the federal and state deferred tax assets will be realized. As of September 30, 2008, we have foreign deferred tax assets recorded of approximately $5.1 million in selected countries based upon our conclusion that it is more likely than not that the foreign subsidiaries in the respective countries will earn future taxable profits enabling the realization of their respective deferred tax assets. As of September 30, 2008, we have approximately $0.7 million of deferred tax liabilities recorded with respect to acquisitions for which the amortization expense of acquired intangibles is not deductible for tax purposes.

Discontinued Operations

During the fourth quarter of fiscal 2008, we sold our Client operations to Purple Labs, a private company based in Chambéry, France. The terms of the agreement include initial consideration of $20.0 million in cash received by the Company on June 27, 2008 and a note receivable of $5.8 million which was paid in July 2008. Additionally, $4.2 million was placed in escrow by the purchaser for a period of one year to secure indemnification claims made by the purchaser, if any. The initial consideration also included warrants to purchase 2% of Purple Labs common stock. During the first quarter of fiscal 2009, we met the terms of the Earnout provision in the sale agreement and received $2.0 million which was recorded as an additional $2.0 million gain on sale of discontinued operation in our condensed consolidated statement of operations. In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), the Client operations financial results have been classified as a discontinued operation in our condensed consolidated statements of operations for all periods presented.

During the third quarter of fiscal 2006, we acquired Musiwave, S.A. (“Musiwave”), a leading provider of mobile music entertainment services to operators and media companies primarily in Europe. The Company committed to a plan to sell its interest in Musiwave in June 2007. In accordance with SFAS 144, Musiwave’s financial results were classified as a discontinued operation in our condensed consolidated financial statements for all periods presented. The net assets associated with Musiwave were classified as “held-for-sale” from June 30, 2007 until its disposition on December 31, 2007.

On December 31, 2007, the Company sold Musiwave for $41.4 million in cash, a note receivable of $5.9 million which was paid in full on July 3, 2008, and $4.6 million which the purchaser placed in escrow for a period of one year to secure indemnification claims made by the purchaser, if any. The Company recognized a gain of $16.5 million in the second quarter of fiscal 2008. The purchase price is subject to a potential purchase price adjustment regarding working capital, if any, which will be reflected as gain/(loss) on sale of discontinued operation in the period determined. A gain on the sale of discontinued operations will be recognized if and when funds are distributed from escrow.

Operating Lease Obligations and Contractual Obligations

There has been no material change to our contractual obligations during the first quarter of fiscal year 2009. As such, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2008 for a description of our facility leases and Note 10 in the Notes to the condensed consolidated financial statements. We currently have subleased a portion of our unused facilities which will generate sublease income in aggregate of approximately $34.2 million through our fiscal year 2013.

In connection with our acquisition of WiderWeb, in addition to the original consideration paid for the purchase, we may pay contingent consideration (“WiderWeb Earn Out”) of up to an additional $4.0 million. The actual amount, if any, will be determined based upon the achievement of revenue-related targets by the WiderWeb product line over various periods between closing and February 8, 2009. A total of $1.4 million of the WiderWeb Earn Out has been achieved as of September 30, 2008 and was added to goodwill on the condensed consolidated balance sheet at the time the contingency was resolved. The remaining potential WiderWeb Earn Out pursuant to the merger agreement is $2.6 million as of September 30, 2008.

Off-Balance Sheet Arrangements

As of September 30, 2008, we have no off-balance sheet arrangements.

Liquidity and Capital Resources

Working Capital and Cash Flows

The following table presents selected financial information and statistics as of and for the three months ended September 30, 2008 and June 30, 2008 (in thousands):


	September 30, 2008			June 30, 2008			Percent Change
Working capital	$	83,538		$	80,926		3	%
Cash and cash investments:
Cash and cash equivalents	$	61,437		$	196,150		-69	%
Short-term investments		26,770			28,659		-7	%
Long-term investments		21,531			34,782		-38	%
Restricted cash and investments		17,637			17,679		0	%

Total cash and cash investments	$	127,375		$	277,270		-54	%


	Three Months Ended September 30,
	2008			2007
Cash used for operating activities	$	(2,923	)	$	(10,446	)
Cash provided by investing activities	$	18,210		$	55,623
Cash used for financing activities	$	(150,000	)	$	(447	)

We have obtained a majority of our cash and investments through public offerings of common stock and convertible debt, including a common stock offering in December 2005 which raised $277.8 million in net proceeds. In addition, we received approximately $145.7 million from the issuance of our $150.0 million convertible subordinated notes during the fiscal year ended June 30, 2004. Subsequently, in September 2008 we paid all of the outstanding principal and interest on the Company’s convertible subordinated notes totaling approximately $150.0 million. While we believe that our current working capital and anticipated cash flows from operations will be adequate to meet our cash needs for daily operations and capital expenditures for at least the next 12 months, we may elect to raise additional capital through the sale of additional equity or debt securities, obtain a credit facility or sell certain assets. If additional funds are raised through the issuance of additional debt securities, these securities could have rights,

preferences and privileges senior to holders of common stock, and the terms of any debt could impose restrictions on our operations. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders, and additional financing may not be available in amounts or on terms acceptable to us. If additional financing is necessary and we are unable to obtain the additional financing, we may be required to reduce the scope of our planned product development and marketing efforts, which could harm our business, financial condition and operating results. In the meantime, we will continue to manage our cash portfolios in a manner designed to ensure that we have adequate cash and cash equivalents to fund our operations as well as future acquisitions, if any.

Working capital

Our working capital increased by approximately $2.6 million, or 3%, from June 30, 2008 to September 30, 2008. Significant cash inflows within working capital include cash provided by accounts receivable in excess of billings of $21.1 million, offset by $10.8 million used to pay down accrued liabilities during the first fiscal quarter, primarily accrued legal and accounting fees incurred during the fourth quarter of fiscal 2008, accrued interest paid on the convertible debt, and accrued vacation paid to former employees of the Client operations.

Cash used for operating activities

Cash used for operating activities decreased by $7.5 million during the three months ended September 30, 2008, compared with cash used for operating activities in the corresponding period of the prior year. This decline in cash used can primarily be attributed to improved cash from net loss excluding non-cash items of $5.2 million, partially offset by a decrease in working capital balances within operating assets and liabilities of $2.3 million.

Cash provided by investing activities

Net cash provided by investing activities during the three months ended September 30, 2008 was $18.2 million, down $37.4 million from $55.6 million provided by investing activities during the three months ended September 30, 2007. This change was primarily due to the $47.7 million decrease in proceeds from sales of short-term and investments, net of proceeds from maturities of investments during the same timeframe. Additionally, we received proceeds from the sales of discontinued operations of $9.7 million, net of payments made in providing transitional services, and deal costs. We expect to receive $2.3 million in reimbursements for transitional services during the second fiscal quarter of 2009. This amount is reflected in Amounts receivable from sales of discontinued operations on the condensed consolidated balance sheet.

Cash flows used for financing activities

Net cash used for financing activities during the three months ended September 30, 2008 was $150.0 million, compared with cash used for financing activities of $0.4 million during the three months ended September 30, 2007. This increase in cash used is due to the payment in September 2008 of the outstanding principal and interest on the Company’s convertible subordinated notes of $150.0 million.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

(a)

Foreign Currency Risk

We operate internationally and are exposed to potentially adverse movements in foreign currency rate changes. We have entered into foreign exchange derivative instruments to reduce our exposure to foreign currency rate changes on receivables, payables and intercompany balances denominated in a nonfunctional currency. The objective of these derivatives is to neutralize the impact of foreign currency exchange rate movements on our operating results. These derivatives may require us to exchange currencies at rates agreed upon at the inception of the contracts. These contracts reduce the exposure to fluctuations in exchange rate movements because the gains and losses associated with foreign currency balances and transactions are generally offset with the gains and losses of the foreign exchange forward contracts. We do not enter into foreign exchange transactions for trading or speculative purposes, nor do we hedge foreign currency exposures in a manner that entirely offsets the effects of movement in exchange rates. We do not designate our foreign exchange option contracts as accounting hedges and, accordingly, we adjust these instruments to fair value through earnings in the period of change in their fair value. Net foreign exchange transaction

gains included in “Other expense, net” in the accompanying condensed consolidated statements of operations totaled $(1.8) million for the three months ended September 30, 2008. As of September 30, 2008, we have the following option contracts (in $000’s):


Currency	Notional Amount	Foreign Currency per USD	Date of Maturity
AUD	1,700	1.23	10/29/08
AUD	5,000	1.23	11/26/08
CAD	3,000	1.04	10/29/08
EUR	5,000	0.70	10/29/08
JPY	450,000	107.00	10/29/08

(b)

Interest Rate Risk

As of September 30, 2008, we had cash and cash equivalents, short-term and long-term investments, and restricted cash and investments of $127.4 million. Our exposure to market risks for changes in interest rates relates primarily to corporate debt securities, U.S. Treasury Notes and certificates of deposit. We place our investments with high credit quality issuers that have a rating by Moody's of A2 or higher and Standard & Poor’s of A or higher, and, by policy, limit the amount of the credit exposure to any one issuer. Our general policy is to limit the risk of principal loss and ensure the safety of invested funds by limiting market and credit risk. All highly liquid investments with a maturity of less than three months at the date of purchase are considered to be cash equivalents; all investments with maturities of three months or greater and less than one year are classified as available-for-sale and considered to be short-term investments; all investments with remaining maturities greater than one year are classified as available-for-sale and considered to be long-term investments. We do not purchase investments with a maturity date greater than three years from the date of purchase.

The following is a chart of the principal amounts of short-term investments and long-term investments by expected maturity at September 30, 2008 (in thousands):


	Expected maturity for the year ending June 30,							Cost Value		Fair Value
	2009		2010		Thereafter			September 30, 2008 Total		September 30, 2008 Total
Enhanced Cash Money Market		2,431		1,035		—			3,466		3,466
Certificates of Deposit		1,783		—		—			1,783		1,783
Corporate Bonds		15,559		10,865		471			26,895		26,279
Auction Rate Securities		—		—		17,000			17,000		16,773

Total	$	19,773	$	11,900	$	17,471		$	49,144	$	48,301

Weighted-average interest rate						4.2	%

Additionally, we had $17.6 million of restricted investments that were included within restricted cash and investments on the condensed consolidated balance sheet as of September 30, 2008. $17.4 million of the restricted investments comprised a certificate of deposit to collateralize letters of credit for facility leases, and $0.2 million comprised a restricted investment to secure a warranty bond pursuant to a customer contract. The weighted average interest rate on our restricted investments was 2.8% at September 30, 2008. There have been no significant changes in risk exposure since September 30, 2008.

As of September 30, 2008, $16.8 million in certain auction rate securities, recorded in long-term investments on the condensed consolidated balance sheet, were considered illiquid based upon recent auction results. These instruments are all rated AAA by Standard and Poor’s and Aaa by Moody’s and $14.8 million of these illiquid investments are insured against defaults of principal and interest up to the $17.0 million par value by third party insurance companies. During the first quarter of fiscal 2009, we recorded a $4.4 million other-than-temporary impairment on these ARS. The loss was considered other-than-temporary given the length of time the ARS have been illiquid, and the significant amount of the loss incurred. If the fair value of these securities decrease further, we may be required to record additional losses on these investments if the decline in value is not deemed temporary.

Item 4.

Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, (the “Evaluation Date”). Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective.

(b)

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II Other Information

Item 1.

Legal Proceedings

IPO securities class action

On March 26, 2008, the District Court issued an order granting in part and denying in part motions to dismiss the amended complaints in the focus cases. In particular, the District Court denied the motions to dismiss as to the Section 10(b) claims. It also denied the motions to dismiss as to the Section 11 claims except for those claims raised by two different classes of plaintiffs. More specifically, the District Court dismissed the Section 11 claims raised by (1) those plaintiffs who had no conceivable damages because they sold their securities above the offering price; and (2) those plaintiffs whose claims were time barred because they purchased their securities outside the previously certified class period. We believe a loss is not probable or reasonably estimable. Therefore no amount has been accrued as of September 30, 2008.

Government Investigations

On May 18, 2006, the Company received an informal notice from the SEC advising that the SEC had commenced an informal inquiry into the Company’s stock option grants and options-granting practices. The SEC’s letter requested that the Company produce documents related to the Company’s stock options-granting practices. In June 2006, the Company received subpoenas from the United States Attorneys for the Northern District of California

and the Southern District of New York also requesting documents relating to the Company's stock options-granting practices. The Company has cooperated with the SEC and the U.S. Attorneys in these matters and intends to continue to do so. These investigations remain open; however, the Company has not received any recent communications from the SEC or the U.S. Attorneys regarding these matters.

Shareholder Derivative Lawsuits

Seven substantially similar shareholder derivative actions were filed in California state and federal courts, purportedly on behalf of the Company, against various of the Company's former and then-current directors and officers. The plaintiffs allege that the individual defendants mismanaged corporate assets and breached their fiduciary duties between 1999 and 2005 by authorizing or failing to halt the back-dating of certain stock options. The plaintiffs also allege that certain defendants were unjustly enriched by the receipt and retention of backdated stock options and that certain of the defendants sold Openwave stock for a profit while in possession of material, non-public information. Certain of the plaintiffs also allege that the Company issued false and misleading financial disclosures and proxy statements from 1999 through 2005 and that the individual defendants engaged in a fraudulent scheme to divert money to themselves via improper option grants. The complaints seek various forms of equitable relief (including, among other things, disgorgement of profits, rescission of options contracts, accounting and certain corporate governance reforms) as well as unspecified money damages. The Company is named as a nominal defendant in all of the actions. However, because the plaintiffs purport to bring these claims on the Company’s behalf, no relief is sought against the Company.

On September 5, 2006, the California Superior Court for the County of San Mateo consolidated the three actions pending before it into a single action captioned In re: Openwave Systems Inc. Derivative Litigation (Consolidated Case No. CIV 455265) and appointed a lead plaintiff and lead plaintiff’s counsel. On September 29, 2006, the lead plaintiff filed a consolidated amended shareholder derivative complaint. The action seeks to have the defendants disgorge certain options they received, including the proceeds of the options exercised, treble damages for violations of Sections 25402 and 25403 of the California Corporations Code, punitive damages as well as certain equitable relief and attorneys’ fees and costs. On August 21, 2006, the individual defendants, joined by nominal defendant Openwave, filed a motion to stay the state court actions pending resolution of the federal actions. On December 12, 2006, the state court granted the defendants’ motion to stay. The court required the parties to attend periodic status conferences until the federal actions are resolved and permitted the plaintiffs in the state court actions to ask the court to lift the stay if circumstances change. As a result of the judgment of dismissal entered on August 13, 2008 in federal actions, on October 3, 2008, the Company filed a motion to dismiss the state court actions on the grounds that they are barred by the federal court’s judgment. The consolidated state court action is in its very early stages. No amount is accrued as of September 30, 2008 as a loss is not considered probable or reasonably estimable.

On March 12, 2008, the Company received a demand letter from an attorney purporting to represent two shareholders of the Company, Henry Sherupski and Manfred Hacker (the “Demand Letter”). The litigation proposed by the Demand Letter is substantially similar to that previously brought by the same and other purported shareholders in the above described federal shareholder derivative litigation in which the Court recently entered a judgment of dismissal. The Demand Letter requests that the Company commence litigation against certain individuals who currently serve or previously served as directors, officers, or employees of the Company, for alleged breach of fiduciary duty, waste, unjust enrichment, gross mismanagement, violations of California statute and other misconduct in connection with the Company’s stock option practices and public reporting of certain financial results during the periods fiscal 1999 through fiscal 2005. In response to the Demand Letter, as described above, the Board formed a special litigation committee to consider the plaintiffs' demand. The special litigation committee is currently conducting an investigation into the matters raised in the Demand Letter. No amount is accrued as of September 30, 2008 as a loss is not considered probable or reasonably estimable.

Securities Class Action

On August 10, 2007, the defendants filed motions to dismiss the consolidated and amended class action complaint. On October 31, 2007, the court entered an order granting in part and denying in part the defendants' motions to dismiss. The court granted the motions to dismiss claims asserted under the Securities Act as to all defendants against whom those claims were asserted, and granted the motion to dismiss the Exchange Act claims by certain of the officer and director defendants, but denied the motion to dismiss the Exchange Act claims asserted against Openwave and certain of the other director and officer defendants. As a result of the court’s decision, KPMG LLP, Merrill Lynch, Pierce, Fenner & Smith, Inc., Lehman Brothers Inc., J.P. Morgan Securities, Inc., and Thomas Weisel Partners LLC were dismissed as defendants from the litigation. The Company and certain of its former officers and certain former and current directors remained as defendants.

During the fourth quarter of fiscal 2008, the Company accrued for a legal settlement of $20.0 million, offset by a $15.0 million receivable from the insurance carriers, leaving the net amount of $5.0 million as the Company’s estimate of its settlement cost.

Simmonds v. Credit Suisse Group, et al.

Item 1A.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company; additional risks and uncertainties may not be currently known to or may be deemed immaterial by management but could materially adversely affect the Company’s business, financial condition, and/or operating results.

Other than as set forth below, there have been no material changes or additions to the Risk Factors.

Adverse changes in general economic or political conditions could adversely affect our operating results.

Our business can be affected by a number of factors that are beyond our control such as general geopolitical and economic conditions, conditions in the financial services markets, the overall demand for our products and services and general political and economic developments. A weakening of the global economy, or economic conditions in the United States or other key markets, could cause delays in and decreases in demand for our products. For example, there is increasing uncertainty about the direction and relative strength of the United States economy because of the various challenges that are currently affecting it. If the challenging economic conditions in the United States and other key countries persist or worsen, other customers may delay or reduce spending. This could result in reductions in sales of our products and services, longer sales cycles, slower adoption of new technologies and increased price competition. Any of these events would likely harm our business, results of operations and financial condition.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a vote of Security Holders

None.

Item 5.

Other Information

None.

Item 6.

Exhibits


Exhibit Number		Description

3.1		Certificate of Incorporation of Openwave Systems Inc. (the “Company”), as amended (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed November 13, 2001).

3.2		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed November 14, 2003).

3.3		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed August 2, 2007).

10.1		Amended and Restated 1999 Directors’ Equity Compensation Plan.

10.2		Severance and Release Agreement with Harold L. Covert, dated July 31, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 2, 2007).

10.3		Employment Agreement with Dr. Jean-Yves Dexmier, dated August 2, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed August 2, 2007).

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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, thereunto duly authorized.

Date: November 7, 2008


O PENWAVE S YSTEMS I NC .

By:		/s/ Karen J. Willem
		Karen J. Willem Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer And Duly Authorized Officer)

INDEX TO EXHIBITS


Exhibit Number		Description

3.1		Certificate of Incorporation of Openwave Systems Inc. (the “Company”), as amended (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed November 13, 2001).

3.2		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed November 14, 2003).

3.3		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed August 2, 2007).

10.1		Amended and Restated 1999 Directors’ Equity Compensation Plan.

10.2		Severance and Release Agreement with Harold L. Covert, dated July 31, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K files August 2, 2007).

10.3		Employment Agreement with Dr. Jean-Yves Dexmier, dated August 2, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K files August 2, 2007).

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.1

OPENWAVE SYSTEMS INC.

AMENDED AND RESTATED

1999 DIRECTORS’ EQUITY COMPENSATION PLAN

as Amended and Restated effective October 20, 2008

Termination Date: November 30, 2014

1. Purposes of the Plan . The purposes of this Openwave Systems Inc. Amended and Restated 1999 Directors’ Equity Compensation Plan are to attract and retain the best available personnel for service as Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board.

All options granted hereunder shall be nonstatutory stock options.

2. Definitions . As used herein, the following definitions shall apply:

(a) “Annual Award” means yearly granting of both the Annual Option Award and the Annual Restricted Stock Award.

(b) “Annual Meeting of the Stockholders” means the Company’s annual meeting of its stockholders.

(c) “Annual Option Award” means the annual grant of an Option to purchase a certain number of shares granted by the Board to an Outside Director.

(d) “Annual Restricted Stock Award” means the annual Restricted Stock Bonus of a certain number of shares granted by the Board to an Outside Director.

(e) “Award” means an Option, Stock Appreciation Right, Restricted Stock Bonus or Restricted Stock Unit granted under the Plan.

(f) “Award Recipient” means an Outside Director who receives an Award.

(g) “Base Price” means the Fair Market Value of one Share on the date that a Stock Appreciation Right is granted.

(h) “Board” means the Board of Directors of the Company.

(i) “Change of Control” means the occurrence of any of the following events:

(i) The sale, exchange, lease or other disposition of all or substantially all of the assets of the Company to a person or group of related persons (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that will continue the business of the Company in the future;

(ii) A merger or consolidation involving the Company in which the voting securities of the Company owned by the stockholders of the Company immediately prior to such merger or consolidation do not represent, after conversion if applicable, more than fifty percent (50%) of the total voting power of the surviving controlling entity outstanding immediately after such merger or consolidation; provided that any person who (1) was a beneficial owner (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of the voting securities of the Company immediately prior to such merger or consolidation, and (2) is a beneficial owner of more than 20% of the securities of the Company immediately after such merger or consolidation, shall be excluded from the list of “stockholders of the Company immediately prior to such merger or consolidation” for purposes of the preceding calculation); or

(iii) The direct or indirect acquisition of beneficial ownership of at least fifty percent (50%) of the voting securities of the Company by a person or group of related persons (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act); provided, that “person or group of related persons” shall not include the Company, a subsidiary of the Company, or an employee benefit plan sponsored by the Company or a subsidiary of the Company (including any trustee of such plan acting as trustee).

(j) “Code” means the Internal Revenue Code of 1986, as amended.

(k) “Common Stock” means the Common Stock of the Company.

(l) “Company” means Openwave Systems Inc., a Delaware corporation.

(m) “Continuous Status as a Director” means the absence of any interruption or termination of service as a Director. The Board, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by the Company, including sick leave, military leave or any other personal leave.

(n) “Corporate Transaction” means a dissolution or liquidation of the Company, a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation.

(o) “Director” means a member of the Board.

(p) “Employee” means any person, including any officer or Director, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director’s fee by the Company shall not be sufficient in and of itself to constitute “employment” by the Company.

(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(r) “Fair Market Value” means the value of a Share as determined in accordance with Section 8(a) hereof.

(s) “First Award” means the first Award granted by the Board to a new Outside Director which shall consist of the First Option Award and the First Restricted Option Award.

(t) “First Option Award” means the first Option to purchase a certain number of shares granted to an Outside Director upon his or her election by the stockholders of appointment by the Board.

(u) “First Restricted Stock Award” means the first Restricted Stock Bonus of a certain number of shares granted to an Outside Director upon his or her election by the stockholders or appointment by the Board.

(v) “Option” means a stock option granted pursuant to the Plan. All options shall be nonstatutory stock options (i.e., options that are not intended to qualify as incentive stock options under Section 422 of the Code).

(w) “Optioned Stock” means the Common Stock subject to an Option.

(x) “Optionee” means an Outside Director who receives an Option.

(y) “Outside Director” means a Director who is not an Employee.

(z) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(aa) “Plan” means this Openwave Systems Inc. Amended and Restated 1999 Directors’ Equity Compensation Plan.

(bb) “Restricted Stock Bonus” means a grant of Shares not requiring an Outside Director to pay any amount of monetary consideration.

(cc) “Restricted Stock Bonus Recipient” means an Outside Director who receives a Restricted Stock Bonus.

(dd) “ Restricted Stock Unit ” means a right to receive an amount of cash and/or Shares, as the case may be, equal to the Fair Market Value of one Share at the time the Restricted Stock Unit vests.

(ee) “Restricted Stock Unit Recipient” means an Outside Director who receives a Restricted Stock Unit.

(ff) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 hereof.

(gg) “Stock Appreciation Right” means the right to receive an amount of cash and/or Shares, as the case may be, equal to the Fair Market Value of one Share on the day the Stock Appreciation Right is redeemed, reduced by the Base Price applicable to such Stock Appreciation Right.

(hh) “Stock Appreciation Right Recipient” means an Outside Director who receives a Stock Appreciation Right.

(ii) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan . Subject to the provisions of Section 14 hereof, the maximum aggregate number of Shares that are available for Awards under the Plan is 650,000 Shares (the “Pool” ). The Shares may be authorized, but unissued, or reacquired Common Stock. Upon any distribution in respect of Stock Appreciation Rights or Restricted Stock Units, there shall be deemed to have been delivered under this Plan for purposes of this Section 3 the number of Shares covered by the Stock Appreciation Rights or Restricted Stock Units, regardless of whether such distribution was paid in cash or Shares.

If an Award should expire, be cancelled or forfeited or become unexercisable or irredeemable for any reason without Shares being delivered thereunder (or other payment made in lieu thereof) or the Award having been exercised in full, the Shares that were subject thereto shall, unless the Plan has been terminated, become available for future grant under the Plan. Notwithstanding the foregoing, Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are retained by the Company upon the vesting, exercise or redemption of an Award in order to satisfy the exercise price for such Award or withholding taxes, if any, due in connection with such vesting, exercise or redemption. For the avoidance of doubt, Shares underlying (i) the unexercised portion of an Option or Stock Appreciation Right and (ii) the unvested portion of a Restricted Stock Bonus or Restricted Stock Unit at the time any such Award terminates in accordance with Sections 10, 11, 12 or 13 hereof, as applicable, shall revert to and again be available for future grant under the Plan, unless the Plan has been terminated. If Shares that were acquired upon exercise of an Option or redemption of a Stock Appreciation Right, or in connection with a Restricted Stock Bonus or Restricted Stock Unit are subsequently repurchased by the Company, such Shares shall not in any event be returned to the Plan and shall not become available for future grant under the Plan.

4. Administration of and Grants of Awards under the Plan .

(a) Administrator . Except as otherwise required herein, the Plan shall be administered by the Board; provided however, that the Board may by resolution delegate to a committee of two or more members of the Board the authority to perform any or all things that the Board is authorized and empowered to do or perform under the Plan, and for all purposes under this Plan, such committee shall be treated as the Board; except to the extent that the grant or exercise of such authority would cause any Award or

transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16(b) of the Exchange Act. Notwithstanding anything in this Section 4(a) to the contrary, any amendment to the Plan that, in accordance with Applicable Law (as defined in Section 17 hereof), would require stockholder approval must be approved by the full Board.

(b) Procedure for Grants . All grants of Awards hereunder shall be automatic and nondiscretionary and shall be made strictly in accordance with the following provisions:

(i) No person shall have any discretion to select which Outside Directors shall be granted Awards or to determine the number of Shares to be covered by Awards granted to Outside Directors.

(ii) Each Outside Director who becomes an Outside Director for the first time after October 20, 2008, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy, but excluding a person who becomes an Outside Director solely on account of his or her resignation or termination of employment with the Company, shall automatically be granted, on the date that such person becomes an Outside Director, the First Award which shall consist of (i) the First Option Award and (ii) the First Restricted Stock Award, in each case as determined by the Board. In the event, however, that (i) the Board exercises its discretion under Section 4(f) to grant Stock Appreciation Rights in lieu of Options and/or Restricted Stock Units in lieu of Restricted Stock Bonuses, the First Award shall instead consist of a grant of Stock Appreciation Rights and/or Restricted Stock Units covering the number of Shares to be issued pursuant to the First Award.

(iii) Each Outside Director shall automatically be eligible for a grant of an Annual Award which shall consist of (i) an Annual Option Award and (ii) an Annual Restricted Stock Award, in each case, on the date of the Company’s most recently adjourned Annual Meeting of the Stockholders provided they are an Outside Director as of such date. The number of Shares subject to each Annual Award shall be determined by the Board and shall be granted to each Outside Director in accordance with the schedule set forth in Subsections 4(b)(iii)(1)-(4) hereof. For the avoidance of doubt, a person who becomes an Outside Director solely on account of his or her resignation or termination of employment with the Company shall be entitled to Annual Awards pursuant to this Subsection 4(b)(iii) based on the time such Director first becomes an Outside Director. In the event, however, that the Board exercises its discretion under Section 4(f) to grant Stock Appreciation Rights in lieu of Options and/or Restricted Stock Units in lieu of Restricted Stock Bonuses, the Annual Awards instead shall consist of a grant of Stock Appreciation Rights and/or Restricted Stock Units, as applicable, covering the number of Shares determined pursuant to the schedule set forth in Subsections 4(b)(iii)(1)-(4) hereof.

(1) a person who has served less than two full months as an Outside Director during the prior calendar shall not be awarded any Annual Award;

(2) a person who has served at least two full months, but less than five full months as an Outside Director during the prior calendar year, shall be granted an Annual Award equal to one-third of the Annual Option Award and the Annual Restricted Stock Award, respectively;

(3) a person who has served at least five full months, but less than eight full months as an Outside Director during the prior calendar year, shall be granted an Annual Award equal to two-thirds of the Annual Option Award and the Annual Restricted Stock Award, respectively; and

(4) a person who has served at least eight full months as an Outside Director during the prior calendar year, shall be granted the full Annual Award.

(iv) Notwithstanding the provisions of Subsections (ii) and (iii) hereof, in the event that a grant would cause the number of Shares subject to outstanding Awards plus the number of Shares previously acquired upon exercise or redemption of, or otherwise in connection with, Awards to exceed the Pool, then each such automatic grant shall be for that number of Shares determined by dividing the total number of Shares remaining available for grant by the number of Outside Directors receiving an Award on the automatic grant date and shall be granted in the form of both Options (or Stock Appreciation Rights) and Restricted Stock Bonuses (or Restricted Stock Units) in the same proportions as would otherwise have been granted on that date. Any further grants shall then be deferred until such time, if any, as additional Shares become available for grant under the Plan through action of the stockholders to increase the number of Shares which may be issued under the Plan or through cancellation, forfeiture or expiration of Awards previously granted hereunder.

(v) Notwithstanding the provisions of Subsections (ii) and (iii) hereof, any grant of an Award made before the Company has obtained required stockholder approval of the Plan in accordance with Section 20 hereof shall be conditioned upon obtaining such stockholder approval of the Plan in accordance with Section 20 hereof.

(vi) The terms of each Award granted hereunder shall be as follows:

(1) each Award of Options or Stock Appreciation Rights shall be exercisable or redeemable only while the Outside Director remains a Director of the Company, except as set forth in Section 9 or Section 10 hereof, as applicable;

(2) the exercise price or Base Price per Share of each Option or Stock Appreciation Right shall be 100% of the Fair Market Value per Share on the date of grant of each Award, determined in accordance with Section 8(a) hereof;

(3) each Option or Stock Appreciation Right, whether granted to an Outside Director as a First Award or an Annual Award, shall vest and become exercisable or redeemable in equal annual installments commencing on the one year anniversary of the date of grant and ending on the three year anniversary of the date of grant; provided, however, that such Shares underlying the Award shall only vest as long as the Outside Director remains in Continuous Status as a Director of the Company on the respective vesting date;

(4) each Share subject to a Restricted Stock Bonus and each Restricted Stock Unit, whether granted to an Outside Director as a First Award or an Annual Award, shall vest in equal annual installments commencing on the one year anniversary of the date of grant and ending on the three year anniversary of the date of grant; provided, however, that such Shares underlying the Award shall only vest as long as the Outside Director remains in Continuous Status as a Director of the Company on the respective vesting date;

(5) notwithstanding Sections 4(b)(vi)(3) through (4), each Award granted to an Outside Director shall immediately vest and, to the extent applicable, become exercisable or redeemable upon the termination of such Outside Director’s Continuous Status as a Director for any reason (except upon such Outside Director’s resignation from the Board or determination not to stand for re-election) upon the occurrence of or within twenty-four (24) months following a Change of Control.

(c) Powers of the Board . Subject to the provisions and restrictions of the Plan, the Board shall have the authority, in its discretion: (i) to determine, upon review of relevant information and in accordance with Section 8(a) hereof, the Fair Market Value of the Common Stock; (ii) to determine the exercise price or Base Price per Share of Options and Stock Appreciation Rights to be granted, which exercise price or Base Price shall be determined in accordance with Section 9 or Section 10 hereof, as applicable; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted hereunder; and (vi) to make all other determinations deemed necessary or advisable for the administration of the Plan.

(d) Effect of Board’s Decision . All decisions, determinations and interpretations of the Board shall be final and binding on all Award Recipients and any other holders of any Awards granted under the Plan.

(e) Suspension or Termination of Award . If the Chief Executive Officer or his or her designee reasonably believes that an Award Recipient has committed an act of misconduct, such officer may suspend the Award Recipient’s right to vest in or exercise or redeem any Award, or receive Shares under an Award, pending a determination by the Board (excluding the Outside Director accused of such misconduct). If the Board (excluding the Outside Director accused of such misconduct) determines an Award Recipient has committed an act of embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the Company, breach of fiduciary duty or deliberate disregard of

the Company rules resulting in loss, damage or injury to the Company, or if an Award Recipient makes an unauthorized disclosure of any Company trade secret or confidential information, engages in any conduct constituting unfair competition, induces any Company customer to breach a contract with the Company or induces any principal for whom the Company acts as agent to terminate such agency relationship, all Awards then held by the Award Recipient (or his or her estate) shall be forfeited immediately upon such determination. In making such determination, the Board (excluding the Outside Director accused of such misconduct) shall act fairly and shall give the Award Recipient an opportunity to appear and present evidence on his or her own behalf at a hearing before the Board or a committee of the Board.

(f) Stock Appreciation Rights and/or Restricted Stock Units; Distribution . Notwithstanding the provisions of Sections 4(b) through 4(e) hereof, the Board shall retain the right to make grants under this Plan in the form of Stock Appreciation Rights rather than in Options and in the form of Restricted Stock Units rather than in Restricted Stock Bonuses.

Stock Appreciation Rights granted in lieu of Options and Restricted Stock Units granted in lieu of Restricted Stock Bonuses shall cover the same number of underlying Shares as the Award for which they have been substituted. Vested Stock Appreciation Rights shall be redeemable upon such terms and conditions as the Board may establish that are not inconsistent with the provisions of Section 4(b) hereof. Upon redemption of the Stock Appreciation Right, the Stock Appreciation Right Recipient shall be entitled to receive a distribution from the Company in an amount equal to the excess of (i) the aggregate Fair Market Value (on the redemption date) of the Shares underlying the redeemed right over (ii) the aggregate Base Price in effect for those Shares. Upon the vesting of each Restricted Stock Unit, the Restricted Stock Unit Recipient shall be entitled to receive a distribution from the Company in an amount equal to the aggregate Fair Market Value (on the vesting date) of the Shares underlying the portion of the Restricted Stock Unit vesting on such date.

The distribution with respect to any Stock Appreciation Right or Restricted Stock Unit may be made in Shares valued at the Fair Market Value on the redemption or vesting date (as applicable), in cash, or partly in Shares and partly in cash, as the Board shall in its sole discretion deem appropriate.

5. Eligibility . Awards may be granted only to Outside Directors. All Awards shall be automatically granted in accordance with the terms set forth in Section 4(b) hereof. An Outside Director who has been granted an Award may, if he or she is otherwise eligible, be granted an additional Award or Awards in accordance with such provisions.

The Plan shall not confer upon any Award Recipient any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company may have to terminate his or her directorship at any time.

6. Term of Plan; Effective Date . This amendment and restatement of the Plan will become effective upon its approval by the stockholders of the Company on November 22, 2005. The Plan shall continue in effect until November 30, 2014, unless sooner terminated under Section 16 hereof.

7. Term of Awards . The term of each Award of Options or Stock Appreciation Rights granted after November 30, 2004 shall be ten (10) year(s) from the date of grant thereof unless an Award terminates sooner pursuant to Section 9 or Section 10 hereof, as applicable, or the Award Recipient’s Award agreement.

8. Determination of Fair Market Value; Withholding .

(a) Fair Market Value . Fair Market Value per Share shall be determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported), as quoted on such exchange or system on the day of determination or, if the stock exchange or national market system on which the Common Stock trades is not open on the day of determination, the last business day prior to the day of determination;

(ii) If the Common Stock is quoted on the Nasdaq System (but not on the National Market System thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination or, if the stock exchange or national market system on which the Common Stock trades is not open on the day of determination, the last business day prior to the day of determination; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.

(b) Share Withholding; Delivery of Shares . With respect to any Award, the Board may, in its discretion and subject to such rules as the Board may adopt, permit or require any Award Recipient to satisfy, in whole or in part, a withholding tax obligation, if any, which may arise in connection with the Award by electing to have the Company withhold Shares having a Fair Market Value (as of the date the amount of withholding tax is determined) equal to the amount of withholding tax.

If, under the Plan or any agreement evidencing an Award, an Award Recipient is permitted to pay the exercise price of an Option or taxes relating to the vesting, exercise or redemption of an Award by delivering Shares, the Award Recipient may satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, subject to procedures satisfactory to the Board. If the Award Recipient presents such proof, the Company shall treat the Award as vested, exercised or redeemed without further payment and shall withhold the appropriate number of Shares from the Shares actually acquired by the Award Recipient under the Award.

9. Terms and Conditions of Options .

(a) Exercise Price . The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be 100% of the Fair Market Value per Share on the date of grant of the Option.

(b) Form of Consideration for Options . The consideration to be paid for the Shares to be issued upon exercise of an Option shall consist entirely of cash, check, other Shares having a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option shall be exercised (which, if acquired from the Company, shall have been held for such period of time, if any, as required by the Administrator), or any combination of such methods of payment and/or, if expressly permitted under the terms of an Option, any other consideration or method of payment as shall be permitted under applicable corporate law.

(c) Procedure for Exercise; Rights as a Stockholder . Any Option granted hereunder shall be exercisable at such times as are set forth in Section 4(b) hereof; provided, however, that no Option shall be exercisable prior to stockholder approval of the Plan obtained in accordance with Section 20 hereof.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable under Section 9(b) hereof. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 hereof.

Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for sale under the Option, by the number of Shares as to which the Option is exercised.

(d) Termination of Continuous Status as a Director . If an interruption or termination of the Continuous Status as a Director occurs to an Outside Director, he or she may, but only within three (3) months after the date he or she ceases to be a Director of the Company, exercise his or her Option to the extent that he or she was entitled to exercise it at the date of such termination. Notwithstanding the foregoing,

in no event may the Option be exercised after its term set forth in Section 7 has expired. To the extent that such Outside Director was not entitled to exercise an Option at the date of such termination, or does not exercise such Option (to the extent he or she was entitled to exercise) within the time specified above, the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan.

(e) Disability of Optionee . Notwithstanding Section 9(d) hereof, in the event a Director is unable to continue his or her service as a Director with the Company as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), he or she may, but only within twelve (12) months from the date of such termination, exercise his or her Option to the extent he or she was entitled to exercise it at the date of such termination. Notwithstanding the foregoing, in no event may the Option be exercised after its term set forth in Section 7 has expired. To the extent that he or she was not entitled to exercise the Option at the date of termination, or if he or she does not exercise such Option (to the extent he or she was entitled to exercise) within the time specified above, the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan.

(f) Death of Optionee . In the event of the death of an Optionee: (A) who is, at the time of his or her death, a Director of the Company and who shall have been in Continuous Status as a Director since the date of grant of the Option, or (B) three (3) months after the termination of Continuous Status as a Director, the Option may be exercised, at any time within twelve (12) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of death or the date of termination, as applicable. Notwithstanding the foregoing, in no event may the Option be exercised after its term set forth in Section 7 has expired. To the extent that an Optionee was not entitled to exercise the Option at the date of death or termination or if he or she does not exercise such Option (to the extent he or she was entitled to exercise) within the time specified above, the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan.

10. Terms and Conditions of Stock Appreciation Rights .

(a) Base Price . The per Share Base Price for the Shares to be issued pursuant to the redemption of a Stock Appreciation Right shall be 100% of the Fair Market Value per Share on the date of grant of the Stock Appreciation Right.

(b) Procedure for Redemption; Rights as a Stockholder . Any Stock Appreciation Right granted hereunder shall be redeemable at such times as are set forth in Section 4(b) hereof; provided, however, that no Stock Appreciation Right shall be redeemable prior to stockholder approval of the Plan obtained in accordance with Section 20 hereof.

A Stock Appreciation Right may not be redeemed for a fraction of a Share.

A Stock Appreciation Right shall be deemed to be redeemed when written notice of such redemption has been given to the Company in accordance with the terms of the Stock Appreciation Right by the person entitled to redeem the Stock Appreciation Right.

Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares distributed upon redemption of Stock Appreciation Rights, notwithstanding the redemption of the Stock Appreciation Right. A share certificate for the number of Shares so acquired shall be issued to the Stock Appreciation Right Recipient as soon as practicable after redemption of the Stock Appreciation Right. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 hereof.

(c) Termination of Continuous Status as a Director . If an interruption or termination of the Continuous Status as a Director occurs to an Outside Director, he or she may, but only within three (3) months after the date he or she ceases to be a Director of the Company, redeem his or her Stock Appreciation Right to the extent that he or she was entitled to redeem it at the date of such termination. Notwithstanding the foregoing, in no event may the Stock Appreciation Right be redeemed after its term set forth in Section 7 has expired. To the extent that such Outside Director was not entitled to redeem a Stock Appreciation Right at the date of such termination, or does not redeem such Stock Appreciation Right (to the extent he or she was entitled to redeem) within the time specified above, the Stock Appreciation Right shall terminate and the Shares underlying the unredeemed portion of the Stock Appreciation Right shall revert to the Plan.

(d) Disability of Stock Appreciation Right Recipient .

Notwithstanding Section 10(c) hereof, in the event a Director is unable to continue his or her service as a Director with the Company as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), he or she may, but only within twelve (12) months from the date of such termination, redeem his or her Stock Appreciation Right to the extent he or she was entitled to redeem it at the date of such termination. Notwithstanding the foregoing, in no event may the Stock Appreciation Right be redeemed after its term set forth in Section 7 has expired. To the extent that he or she was not entitled to redeem the Stock Appreciation Right at the date of termination, or if he or she does not redeem such Stock Appreciation Right (to the extent he or she was entitled to redeem) within the time specified above, the Stock Appreciation Right shall terminate and the Shares underlying the unredeemed portion of the Stock Appreciation Right shall revert to the Plan.

(e) Death of Stock Appreciation Right Recipient . In the event of the death of a Stock Appreciation Right Recipient: (A) who is, at the time of his or her death, a Director of the Company and who shall have been in Continuous Status as a Director since the date of grant of the Stock Appreciation Right, or (B) three (3) months after the

termination of Continuous Status as a Director, the Stock Appreciation Right may be redeemed, at any time within twelve (12) months following the date of death, by the Stock Appreciation Right Recipient’s estate or by a person who acquired the right to redeem the Stock Appreciation Right by bequest or inheritance, but only to the extent of the right to redeem that had accrued at the date of death or the date of termination, as applicable. Notwithstanding the foregoing, in no event may the Stock Appreciation Right be redeemed after its term set forth in Section 7 has expired. To the extent that a Stock Appreciation Right Recipient was not entitled to redeem the Stock Appreciation Right at the date of death or termination or if he or she does not redeem such Stock Appreciation Right (to the extent he or she was entitled to redeem) within the time specified above, the Stock Appreciation Right shall terminate and the Shares underlying the unredeemed portion of the Stock Appreciation Right shall revert to the Plan.

11. Terms and Conditions of Restricted Stock Bonuses .

(a) Consideration . Restricted Stock Bonuses may be awarded in consideration for future services to be rendered or past services actually rendered to the Company or for its benefit, or any benefit to the Company within the meaning of Section 152 of the Delaware General Corporation Law, or any combination thereof.

(b) Vesting . Shares awarded under a Restricted Stock Bonus shall be subject to a share reacquisition right in favor of the Company in accordance with the vesting schedule set forth in Section 4(b)(vi)(4) hereof.

(c) Termination of Continuous Status as a Director . If an interruption or termination of the Continuous Status as a Director occurs to an Outside Director, the Company shall reacquire all of the Shares subject to Restricted Stock Bonuses awarded to the Outside Director that have not vested as of the date of interruption or termination and such Shares shall revert to the Plan.

12. Terms and Conditions of Restricted Stock Units .

(a) Consideration . Shares subject to Restricted Stock Units may be awarded in consideration for future services to be rendered or past services actually rendered to the Company or for its benefit, or any benefit to the Company within the meaning of Section 152 of the Delaware General Corporation Law, or any combination thereof.

(b) Vesting . Restricted Stock Units shall be subject to forfeiture in accordance with the vesting schedule set forth in Section 4(b)(vi)(4) hereof.

(c) Termination of Continuous Status as a Director . If an interruption or termination of the Continuous Status as a Director occurs to an Outside Director, all Restricted Stock Units awarded to the Outside Director that have not vested as of the date of interruption or termination shall terminate and the Shares subject to such Restricted Stock Units shall revert to the Plan.

(d) Deferral . To the extent permitted by the Board in the terms of the agreement evidencing an Award of Restricted Stock Units, an Outside Director may elect to defer receipt of the value of the Shares otherwise deliverable upon the vesting of an Award of Restricted Stock Units, so long as such deferral election complies with the procedures established by the Board and applicable law, including Section 409A of the Code and the regulations and other guidance issued thereunder. Notwithstanding anything herein to the contrary, in no event will any deferral of the delivery of Shares or any other payment with respect to any Restricted Stock Unit be allowed if the Board determines that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code.

13. Nontransferability of Awards . Awards granted under the Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a domestic relations order. The designation of a beneficiary by an Award Recipient does not constitute a transfer. An Award may be exercised during the lifetime of an Award Recipient only by the Award Recipient or a transferee permitted by this Section.

14. Adjustments Upon Changes in Capitalization; Corporate Transactions .

(a) Adjustment . Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, the number of Shares set forth in Sections 4(b)(ii), (iii), (iv), and (vi) hereof, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, as well as the exercise price or Base Price per Share of each outstanding Option or Stock Appreciation Right, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock (including any such change in the number of Shares effected in connection with a change in domicile of the Company) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

(b) Corporate Transactions; Change of Control . In the event of a Corporate Transaction, each outstanding Award shall be (i) continued by the Company, (ii) assumed by the successor to the Company or a Parent or Subsidiary of the Company or such successor, or (iii) an equivalent award shall be substituted by the successor or a Parent or Subsidiary of such successor or the Company. In the event that the Company shall not continue each outstanding Award and the Company does not reach agreement with any other entity to assume the outstanding Awards or to substitute equivalent awards, the Awards shall terminate upon the consummation of the transaction; provided,

however, that each Award Recipient shall have the right to exercise or redeem all of his or her Options to purchase Shares or Stock Appreciation Rights, immediately prior to the consummation of the transaction, to the extent that he or she was entitled to exercise such Awards immediately prior to the consummation of the transaction. In addition, in the event of a Change of Control, each outstanding Award shall be (i) continued by the Company, (ii) assumed by the successor to the Company or a Parent or Subsidiary of the Company or such successor, or (iii) an equivalent award shall be substituted by the successor or a Parent or Subsidiary of the Company or such successor. In the event that the Company shall not continue each outstanding Award and the Company does not reach agreement with any other entity to assume the outstanding Awards or to substitute equivalent awards, the Awards shall terminate upon the consummation of the transaction; provided, however, that each Award shall become 100% vested and each Award Recipient shall have the right to exercise or redeem all of his or her Options and Stock Appreciation Rights in their entirety, in each case, immediately prior to the consummation of the transaction.

Notwithstanding the provisions of the preceding paragraph of this Section 14(b), in no event may an Option or Stock Appreciation Right be exercised or redeemed after its term has expired. To the extent that an Award was not vested immediately prior to the consummation of the transaction or that an Outside Director does not exercise or redeem an Award (to the extent he or she was entitled to exercise or redeem) within the time specified above, the Award shall terminate and the Shares underlying the unvested and/or unexercised portion of the Award shall revert to the Plan.

For purposes of this Section 14(b), an Award shall be considered assumed, if, at the time of issuance of the stock or other consideration upon such Corporate Transaction or Change of Control, each Award Recipient would be entitled to receive upon vesting or exercise of an Award the same number and kind of shares of stock or the same amount of property, cash or securities as the Award Recipient would have been entitled to receive upon the occurrence of such transaction if the Award Recipient had been, immediately prior to such transaction, the holder of the number of Shares covered by the Award at such time (after giving effect to any adjustments in the number of Shares covered by the Award as provided for in this Section 14); provided however that if such consideration received in the transaction was not solely common stock of the successor corporation or its Parent, the Board may, with the consent of the successor corporation, provide for the consideration to be received upon vesting, exercise or redemption of the Award to be solely common stock of the successor corporation or its Parent equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction.

(c) Certain Distributions . In the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Board may, in its discretion, appropriately adjust the exercise price or Base Price per Share of each outstanding Option or Stock Appreciation Right to reflect the effect of such distribution.

15. Time of Granting Awards . The date of grant of an Award shall, for all purposes, be the date determined in accordance with Section 4(b) hereof. Notice of the determination shall be given to each Outside Director to whom an Award is so granted within a reasonable time after the date of such grant.

16. Amendment and Termination of the Plan .

(a) Amendment and Termination . The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable; provided that, to the extent necessary to comply with Applicable Laws (as defined in Section 17 hereof), the Company shall obtain approval of the stockholders of the Company to Plan amendments to the extent and in the manner required by such Applicable Laws. The Board, in its discretion, may also submit to the stockholders of the Company for approval such other amendments to the Plan as it shall determine to be desirable or appropriate.

(b) Effect of Amendment or Termination . Any such amendment or termination of the Plan that would impair the rights of any Award Recipient shall not affect Awards already granted to such Award Recipient and such Awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Award Recipient and the Board, which agreement must be in writing and signed by the Award Recipient and the Company.

17. Conditions Upon Issuance of Shares . Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the legal requirements relating to the administration of stock option plans under applicable U.S. federal and state corporate laws, U.S. federal and applicable state securities laws, the Code, any stock exchange or Nasdaq rules or regulations to which the Company may be subject and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time (the “ Applicable Laws ”). Such compliance shall be determined by the Company in consultation with its legal counsel.

As a condition to the vesting, exercise or redemption of an Award, the Company may require the Award Recipient to represent and warrant at the time of any such vesting, exercise or redemption that the Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required under Applicable Laws.

18. Reservation of Shares . The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19. Award Agreement . Awards shall be evidenced by written award agreements in such form as the Board shall approve.

20. Stockholder Approval . If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the stockholders of the Company. Such stockholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Bruce T. Coleman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Openwave Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2008

/s/ Bruce T. Coleman

Bruce T. Coleman

Interim Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Karen J. Willem, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Openwave Systems Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2008

/s/ Karen J. Willem

Karen J. Willem

Senior Vice President

and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Openwave Systems Inc. on Form 10-Q for the quarterly period ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Bruce T. Coleman, as Interim Chief Executive Officer of Openwave Systems Inc., certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to the best of his knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Openwave Systems Inc.

By:

/s/ Bruce T. Coleman

November 7, 2008

Bruce T. Coleman

Interim

Chief Executive Officer

In connection with the Quarterly Report of Openwave Systems Inc. on Form 10-Q for the quarterly period ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Karen J. Willem, as Chief Financial Officer of Openwave Systems Inc., certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to the best of her knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Openwave Systems Inc.


	By:	/s/ Karen J. Willem
		Karen J. Willem Senior Vice President and Chief Financial Officer

November 7, 2008