WAVX » Topics » (17) Subsequent Event

These excerpts taken from the WAVX 10-K filed Mar 17, 2008.

(17) Subsequent Event

        On February 29, 2008, Wave entered into subscription agreements, pursuant to which Wave agreed to sell and issue 3,173,500 shares of Class A Common Stock, par value $.01 per share, to certain purchasers for an aggregate purchase price of $3,490,850. These shares were priced at $1.10 per share. Securities Research Associates, Inc. ("SRA") entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. Wave agreed to pay SRA a fee equal to 6.0% of the gross proceeds of this offering. Wave also agreed to issue warrants to the subscribers to purchase up to 952,050 shares of Class A common stock at an exercise price of $1.15 per share. These warrants expire in February 2013. Additionally, Wave agreed to issue a warrant to SRA to purchase up to 190,410 shares of Class A common stock at an exercise price of $1.33 per share. This warrant expires on February 28, 2010. Wave realized net proceeds of approximately $3,221,000 after deducting the placement agent fees of $209,451 and additional legal and other fees associated with the issuance of these securities which totaled approximately $60,000. The shares sold on February 29, 2008 were offered and issued pursuant to a shelf registration statement on Form S-3 which was filed by Wave on March 20, 2007 and declared effective by the Commission on April 27, 2007.

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Table of Contents
PART I
PART II
Wave Systems Corp. Comparison of Cumulative Total Return to Stockholders December 31, 2002 through December 31, 2007
PART III
PART IV
SIGNATURES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
WAVE SYSTEMS CORP. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2007 and 2006
WAVE SYSTEMS CORP. AND SUBSIDIARIES Consolidated Statements of Operations Years ended December 31, 2007, 2006, 2005
WAVE SYSTEMS CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2007, 2006, 2005
WAVE SYSTEMS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements

(17) Subsequent Event



        On February 29, 2008, Wave entered into subscription agreements, pursuant to which Wave agreed to sell and issue 3,173,500 shares of Class A Common
Stock, par value $.01 per share, to certain purchasers for an aggregate purchase price of $3,490,850. These shares were priced at $1.10 per share. Securities Research Associates, Inc. ("SRA")
entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. Wave agreed to pay SRA a fee equal to 6.0% of the gross proceeds of
this offering. Wave also agreed to issue warrants to the subscribers to purchase up to 952,050 shares of Class A common stock at an exercise price of $1.15 per share. These warrants expire in
February 2013. Additionally, Wave agreed to issue a warrant to SRA to purchase up to 190,410 shares of Class A common stock at an exercise price of $1.33 per share. This warrant expires on
February 28, 2010. Wave realized net proceeds of approximately $3,221,000 after deducting the placement agent fees of $209,451 and additional legal and other fees associated with the issuance
of these securities which totaled approximately $60,000. The shares sold on February 29, 2008 were offered and issued pursuant to a shelf registration statement on Form S-3
which was filed by Wave on March 20, 2007 and declared effective by the Commission on April 27, 2007.



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Table of Contents


PART I





PART II


Wave Systems Corp. Comparison of Cumulative Total Return to Stockholders December 31, 2002 through December 31, 2007







PART III



PART IV



SIGNATURES


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



WAVE SYSTEMS CORP. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2007 and 2006


WAVE SYSTEMS CORP. AND SUBSIDIARIES Consolidated Statements of Operations Years ended December 31, 2007, 2006, 2005


WAVE SYSTEMS CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2007, 2006, 2005


WAVE SYSTEMS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements









EX-23.1
2
a2183752zex-23_1.htm
EXHIBIT 23.1







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NAME="kk19001_exhibit_23.1">


EXHIBIT 23.1



NAME="kk19001_consent_of_registered___kk102317">
CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM



The
Board of Directors and Stockholders

Wave Systems Corp.:



We
consent to the incorporation by reference in the registration statements Nos. 333-141429, 333-130409, 333-114476, 333-112017,
333-106632, 333-99469, 333-92845, 333-46330, 333-33236, 333-38265, 333-28819, 333-20017,
333-73236 and 333-65648 on Form S-3 and Nos. 333-144147, 333-144139, 333-88665, 333-68911,
333-69041, 33-97612, 333-11611 and 333-11609 on Form S-8, of our reports dated March 17, 2008, with respect to the
consolidated balance sheets of Wave Systems Corp. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity (deficiency) and
comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2007, and the effectiveness of internal control over financial
reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report on Form 10-K of Wave Systems Corp.




Our
report dated March 17, 2008 contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



As
discussed in Note 3 to the consolidated financial statements, Wave Systems Corp. adopted Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" effective
January 1, 2006, utilizing the modified prospective application transition method.




/s/
KPMG LLP



Boston,
Massachusetts

March 17, 2008











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CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM









EX-31.1
3
a2183752zex-31_1.htm
EXHIBIT 31.1







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NAME="km19001_exhibit_31.1">


EXHIBIT 31.1



This excerpt taken from the WAVX 10-K filed Mar 16, 2005.

(24) Subsequent Event

On March 15, 2005, Wave entered into a securities purchase agreement, pursuant to which Wave agreed to sell and issue 4,659,090 shares of Class A Common Stock, par value $.01 per share, to certain purchasers who are parties to the Purchase Agreement (the “Purchasers”) for an aggregate purchase price of $4,100,000. The Common Shares are being priced at $0.88 per share. Corpfin Inc. (the “Placement Agent”), had entered into a placement agency agreement with Wave in which they agreed to act as Placement Agent in connection with the offering. Wave has agreed to pay the Placement Agent a fee equal to 4.0% of the gross proceeds of this offering. The transaction is anticipated to close by March 17, 2005, and Wave expects to realize net proceeds of approximately $3,871,000 after deducting the placement agent fees of $164,000 and additional legal and other fees associated with the issuance of these securities which Wave estimates will be approximately $65,000. This securities purchase agreement specifies that the shares shall be issued pursuant to a shelf registration statement which was filed by Wave on April 15, 2004 and declared effective by the Securities and Exchange Commission (the “SEC”) on May 10, 2004.

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