Wave Systems Files $30 Million Shelf Registration Statement to Replace Expiring Shelf Registration Statement

Lee, MA June 21, 2011 Wave Systems Corp. (NASDAQ:WAVX www.wave.com) announced today that it has filed a $30 million shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC).  The filing replaces an existing shelf registration statement that became effective in June 2008 and expires on June 23, 2011.  The filing includes shares underlying certain outstanding warrants to purchase up to 4,038,269 shares of Wave Class A common stock and would also facilitate Wave’s ability to raise capital over the next three years.  Wave has no current plans for the sale of the securities registered under this shelf registration statement.  The terms of any offering by Wave under the registration statement would be established at the time of the offering and would be described in a prospectus supplement.

Once declared effective by the SEC, the shelf registration statement would permit Wave to sell, from time to time  over three years, up to $30 million in aggregate value of its Class A common stock, preferred stock, or warrants to purchase its Class A common stock or preferred stock, or a combination thereof.

The registration statement has been filed with the SEC, but has not yet become effective. Any offers, solicitations of offers to buy, or sales of these securities will only be made once the shelf registration statement has been declared effective by the SEC, including any prospectuses and prospectus supplements. These securities may not be sold, nor may offers to buy be accepted prior to the time that the registration statement becomes effective. This press release is not an offer to sell the securities covered by the shelf registration statement and it is not soliciting an offer to buy those securities in any state where the offer or sale is not permitted.  The registration statement on Form S-3 may be accessed through the SEC’s website at http://edgar.sec.gov.

Wave Logo

About Wave Systems Corp.

Wave is a pioneer in hardware-based PC security that provides software to help solve critical enterprise PC security challenges such as data protection, strong authentication, network access control and the management of these enterprise functions.  Wave is a founding member of the Trusted Computing Group (TCG), a consortium of more than 100 companies that forged open standards for hardware security.  Wave’s EMBASSY® line of client- and server-side software leverages and manages the security functions of the TCG’s industry standard hardware security chip, the Trusted Platform Module (TPM) as well as hard drives that comply with TCG’s “Opal” self-encrypting drive (SED) standard.  Self-encrypting drives are a growing segment of the data protection market, offering increased security and better performance than most existing software-based encryption solutions.  TPMs are standard equipment on many enterprise-class PCs shipping today and have shipped on an estimated 300 million PCs worldwide.  Using TPMs and/or SEDs and Wave software, enterprises can substantially and cost-effectively strengthen their current security solutions.  Visit http://www.wave.com for more information.

Safe Harbor for Forward Looking Statements

This press release may contain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers with respect to, among other things: (i) the company’s financing plans; (ii) trends affecting the company’s financial condition or results of operations; (iii) the company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends.  The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend" and similar expressions and variations thereof are intended to identify forward-looking statements.  Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.  Wave assumes no duty to and does not undertake to update forward-looking statements.

All brands are the property of their respective owners.

For more information please contact:

Contact:
Gerard T. Feeney, CFO
Wave Systems Corp.
413-243-1600
info@wavesys.com