SEC 1746 (11-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D/A (Rule 3d-101)	Estimated average burden hours per response. . 11

 

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 5 TO SCHEDULE 13D)*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

STEVEN K. SPRAGUE

PRESIDENT AND CHIEF EXECUTIVE OFFICER

WAVE SYSTEMS CORP.

480 PLEASANT STREET, LEE MA 01238

(413) 243-1600

 

With a copy to:

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

2

 

SSP SOLUTIONS, INC. SCHEDULE 13D/A

AMENDMENT NO. 5

 

NOTE:  This Amendment No. 5 amends Amendment No. 4 to the Statement on Schedule 13D/A filed on January 20, 2004 by Wave Systems Corp. (“Wave”).  This Amendment No. 5 is filed on behalf of Wave.

 

This Amendment No. 5 is being filed to report a material decrease in the amount of the securities of SSP Solutions, Inc. (“SSP”) that Wave beneficially owns.  There has been no change in the information set forth in the responses to Items 1, 2, 3, 4, 6 or 7 of the Schedule 13D.  Accordingly, those Items are omitted from this Amendment No. 5.

 

Item 1.	Security and Issuer
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
Item 5.	Interest in Securities of the Issuer
	Items 5(a), 5(b) and 5(c) are amended to read as follows:
(a)          Wave owns 2,875,283 shares of common stock of SSP, which equal approximately 7.5390% of the total 38,138,998 outstanding shares of common stock of SSP, as of March 23, 2004.
(b)         Wave has sole voting and dispositive power to all 2,875,283 shares that it owns.
(c)          Between March 29, 2004 and April 13, 2004, Wave sold six-hundred and fifty-five thousand (655,000) shares of SSP’s common stock on the open market at prices ranging from $1.65 to $2.15 per share.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.	Material to Be Filed as Exhibits

 

3

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	April 13, 2004
	Date
	WAVE SYSTEMS CORP.
	/s/Steven K. Sprague
	Signature
	Steven K. Sprague, its President and Chief Executive Officer
	Name/Title

 

4