<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 1996
----------------
Microware Systems Corporation
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Iowa 0-27988 42-1073916
- --------------------------- ----------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
1900 Northwest 114th Street, Des Moines, IA 50325-7077
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 223-8000
--------------
-----------------------------------------------------------
Former name or former address, if changed since last report
<PAGE>
Item 2. Acquisition or Disposition of Assets
On October 16, 1996, the Company made a $5 million equity
investment in Unwired Planet, Inc., a privately-held Delaware corporation
based in Redwood Shores, California. The source of funds used for the
acquisition was the Company's working capital. Unwired Planet was
established in 1994 to deliver an open platform for wireless Internet
applications. Pursuant to the purchase agreement with Unwired Planet, the
Company purchased shares of Series C Preferred Stock, which shares are
convertible upon the happening of certain events into shares of common stock.
The purchase price for the shares of Preferred Stock was the result of
arms-length negotiation, and the Company does not believe that such
investment gives it any control over the business or operations of Unwired
Planet. In September 1996, the Company and Unwired Planet announced a
strategic relationship to port Unwired Planet's UP.Browser technology to the
Company's OS-9 real time operating system.
2
<PAGE>
SIGNATURE
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.
Dated: October 31, 1996 MICROWARE SYSTEMS CORPORATION
By: /s/ Kent R. Kelderman
-------------------------------------
Name: Kent R. Kelderman
Title: Acting Chief Financial Officer,
Executive Vice President - Finance
and Treasurer
3
