Wave Systems Corp. (fka WAVXQ)

[keV]

TO THE STOCKHOLDERS OF WAVE SYSTEMS CORP.:

(We long-term Shareholders who are about to financially die salute you; what a fleecing this is gonna be...talk about giving the company away...)

http://www.secinfo.com/d11MXs.uSEg.htm

Notice is hereby given that the 2007 Annual Meeting of Stockholders of Wave Systems Corp. (the “Company”) will be held at 4:00 p.m. on Monday, May 21, 2007 at The New York Helmsley Hotel, 212 East 42nd Street, New York, New York, for the following purposes:

1. To re-elect John E. Bagalay, Jr., Nolan Bushnell, George Gilder, John E. McConnaughy, Jr. and Steven Sprague as directors of the Company to hold office until the next Annual Meeting and until their successors are duly elected and qualified;

2. To ratify the action of the Board of Directors in amending the 1994 Employee Stock Option Plan to (i) increase the number of shares of Class A Common Stock authorized for issuance thereunder from 6,833,333 to 21,500,000, (ii) increase the number of shares of Class A Common Stock that may be granted to a single individual in a year from 166,667 to 500,000 and (iii) extend the termination date thereof from January 18, 2009 to July 1, 2014;

3. To ratify the action of the Board of Directors in amending the 1994 Non-Employee Directors Stock Option Plan, as amended, to (i) increase the number of shares of Class A Common Stock authorized for issuance thereunder from 333,333 to 1,000,000, (ii) increase amount of the initial and annual option grants to each director thereunder from 4,000 and 3,333, respectively, to 12,000 and 10,000, respectively, and (iii) extend the termination date thereof from January 18, 2009 to July 1, 2014;


That's quite the dilution of our long-term SH value...pretty much a DELETION of SH value.