UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2009

Commission File Number: 000-30078

WAVECOM S.A.

3, esplanade du Foncet

F-92442 Issy-Les-Moulineaux Cedex, France

Tel: + 33 1 46 29 08 00

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

~~MEDIA~~News ~~RELEASE~~Release

~~Wavecom Reports Fourth Quarter and Full Year 2008~~ Contact:

~~Financial~~Sharlene ~~Results~~Myers Sierra Wireless Phone: +1 (604) 232-1445 Email: smyers@sierrawireless.com Lisa Ann Sanders Wavecom Phone: +33 1 46 29 41 81 Email: lisaann.sanders@wavecom.com

~~Issy-les-Moulineaux~~Sierra ~~(France)~~Wireless’ –Tender ~~February 5,~~Offers ~~2009~~for – Wavecom ~~S.A.~~Are ~~today~~Successful ~~announced financial results for its fourth quarter and full year 2008 ending December 31, 2008.~~

~~Tender~~Vancouver, ~~offer~~Canada ~~highlight:~~and ~~On December 2~~Issy-les-Moulineaux, ~~2008,~~France ~~Sierra~~– ~~Wireless~~February 18, a2009 ~~Canadian-based~~– ~~and~~Sierra ~~publicly~~Wireless ~~traded~~(NASDAQ: ~~company~~SWIR in- ~~the~~TSX: ~~wireless sector and Wavecom jointly announced that the companies had entered into a Memorandum of Understanding (“MOU”~~SW), ~~providing for~~ a ~~business~~leading ~~combination~~provider ~~that~~of ~~would bring together these two industry innovators to form a global leader in~~ wireless ~~data.~~solutions for ~~Pursuant~~mobile tocomputing, and ~~subject~~Wavecom to(Paris: ~~the terms~~AVM of– ~~the~~NASDAQ: ~~MOU~~WVCM), ~~Sierra Wireless is making~~ a ~~cash~~leading ~~offer~~provider of ~~€8.50 per~~embedded ~~ordinary~~wireless ~~share~~technology offor ~~Wavecom,~~M2M ~~and €31.93 per OCEANE convertible bond~~ (~~“OCEANEs”~~machine-to-machine) communication, ~~amounting~~announced totoday ~~an aggregate purchase price of approximately €218 million. The Board of Directors of Wavecom unanimously determined~~ that ~~the proposed acquisition of Wavecom by~~ Sierra Wireless isFrance’s inall-cash ~~the~~tender ~~best~~offers ~~interest~~for ~~of the Company, its shareholders and its employees. In addition, the founders of~~ Wavecom ~~have agreed to~~ ~~tender~~securities ~~all of their shares to Sierra Wireless, representing approximately 21% of the outstanding shares,~~ in ~~support of the transaction. This offer in~~ France ~~opened on January 9, 2009~~ and ~~will close on February 12, 2009 at 5pm Central European Time. A simultaneous offer opened in~~ the United States ~~for~~were ~~holders of Wavecom ADSs (American Depository Shares) and US holders of ordinary shares and OCEANEs on January 8, 2009 and will close on February 12, 2009 at 12 noon New York City time~~successful.

~~Quarterly~~The ~~business~~preliminary ~~highlight:~~results ~~Revenues~~of ~~for~~ the ~~fourth~~tender ~~quarter~~offers were ~~in-line~~published ~~with~~today ~~previous~~by ~~quarter~~the ~~levels~~French stock market authority, the ~~although~~AMF ~~operating~~(Autorité ~~expenses~~des marchés financiers). As of the expiration date of February 12, 2009, 13,353,912 ordinary shares were tendered to the offers (including ordinary shares represented by American Depositary Shares, the ~~significantly~~“ADSs”), ~~higher~~which ~~owing~~represent to84.34% ~~several~~of ~~one-time~~outstanding ~~charges~~Wavecom shares. In addition, ~~mainly~~2,571,022 ~~associated~~OCEANE ~~with~~convertible ~~expenses~~bonds ~~related~~(the “OCEANEs”) were tendered to the ~~tender~~ offers, ~~resulting~~which inrepresent a99.97% ~~significant~~of ~~operating~~the ~~loss~~outstanding ~~for~~OCEANEs. The tendered securities represent 90.59% of the ~~quarter~~voting rights of Wavecom, and therefore, the minimum tender condition of the offers has been satisfied.

	Consolidated Group Results
In millions of euros (Under US GAAP)	Q4 2007		Q3 2008		Q4 2008		Full year2007		Full year2008
Revenues	45.7		28.9		28.0		202.3		129.9
Gross profit	23.2		14.0		11.8		91.9		63.8
Operating expenses	20.9		19.3		33.5		79.2		94.5
Operating income/(loss)	2.3		(5.3	)	(21.7	)	12.7		(30.7	)
Net income/(loss)	7.1		(4.1	)	(25.2	)	17.4		(31.1	)
Additional information
Operating income/(loss)	2.3		(5.3	)	(21.7	)	12.7		(30.7	)
Stock-based compensation related expenses	(1.7	)	(0.6	)	(0.6	)	(4.8	)	(6.7	)
Amortization expense related to acquisition	(0.8	)	(1.0	)	(3.3	)	(3.5	)	(6.2	)
Operating income/(loss) before stock- based compensation and amortization expense related to acquisitions(1)	4.8		(3.7	)	(17.8	)	21.0		(17.8	)

“We are very pleased with the results of the tender offers and we are excited about Sierra Wireless and Wavecom joining forces. Together the two companies are uniquely positioned to become a global leader in wireless for mobile computing and M2M, with one of the most comprehensive product portfolio in the industry, significant presence in all regions globally, and world-leading customers,” said Jason Cohenour, President and CEO of Sierra Wireless. “Based on the complementary nature of the businesses, we expect a fast integration with very little impact on operations. During the integration and beyond, we will be focused on delivering market leading support to our customers and working aggressively to expand market share by leveraging our combined product lines and channels.”

~~(1)~~Sierra ~~Operating~~Wireless ~~income~~and ~~before~~Wavecom ~~stock-based~~expect ~~compensation~~that ~~and~~the ~~amortization~~AMF ~~expense~~will ~~related~~announce tothe ~~acquisitions~~final isresults aof ~~non~~the ~~GAAP~~tender ~~financial~~offers ~~measure~~on or before February 25, 2009. ~~Wavecom’s~~The ~~management~~settlement ~~believes~~of ~~this~~the ~~measure~~French istender ~~meaningful~~offer toand ~~investors~~cash ~~because~~payment itto ~~shows~~financial intermediaries for the ~~true~~tendered ~~operating~~ordinary ~~performance~~shares ofand ~~Wavecom’s~~OCEANEs ~~businesses~~is scheduled to occur on or around March 3, 2009.

~~Fourth~~Upon ~~Quarter~~confirmation ~~Financial~~of ~~Highlights:~~these preliminary results, the tender offers will be reopened within 10 trading days for a subsequent offering period of at least 10 trading days in France and the United States. Sierra Wireless expects to publish a timetable for the subsequent offering period for both tender offers on, or shortly after, publication of the final results of the tender offers by the AMF.

~~All~~Shortly ~~figures~~after the closing of the subsequent offering period, provided applicable legal requirements are ~~unaudited~~satisfied, ~~and~~Sierra ~~reported~~Wireless inFrance ~~accordance~~intends ~~with~~to implement ~~U.S.~~a ~~generally~~squeeze-out ~~accepted~~of ~~accounting~~the ~~principles~~shares ~~(U.S.~~and ~~GAAP),~~OCEANEs ~~unless~~that ~~otherwise~~have ~~noted.~~not ~~Condensed~~been tendered to the offers and ~~consolidated~~ ~~financial~~to ~~tables~~request ~~are~~the ~~provided~~delisting atof the ~~end~~Wavecom shares and OCEANEs from Euronext and of ~~this~~the ~~release~~ADSs from NASDAQ.

~~Revenues:~~Further ~~Revenues for the fourth quarter 2008 were €28.0 million compared to €28.9 million the previous quarter. Performances in the regions were mixed~~Information: EMEA revenues declined from the previous quarter (-9%). Although several customers showed positive trends for the quarter they did not compensate for the decline in the automotive activity as the car manufacturers adopted stringent measures to reduce their inventories by limiting production. Revenues from the APAC region were also sequentially down from the third quarter (-5%) impacted most by the bankruptcy of one of their main distributors. The Americas region increased sales compared to the third quarter (+15%) as result of an increase in sales to one major customer who markets tracking applications that address several Latin American markets.

InThe ~~the~~tender ~~fourth~~offers ~~quarter~~described ~~2008~~here are being made for the ordinary shares, the ADSs and the OCEANEs of Wavecom. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any Wavecom securities. The solicitation and the offer to buy the shares, ADSs and ~~breakdown~~OCEANEs of ~~product~~Wavecom ~~revenues~~is bybeing ~~region~~made ~~was~~only aspursuant ~~follows:~~to ~~EMEA~~the ~~53%~~offer to purchase and related materials that Sierra Wireless France filed with the AMF or the U.S. Securities and Exchange Commission (the “SEC”). Wavecom security holders and other investors should read carefully the filed documents listed below, ~~Americas~~and ~~20%~~any amendments or supplements thereto, prior to making any decisions with respect to the tender offers because these documents contain, or will contain, important information, including the terms and ~~APAC~~conditions ~~27%~~of the tender offers.

~~From~~Copies aof ~~full-year~~the ~~perspective,~~note ~~total~~d’information ~~group~~approved ~~revenues~~by ~~for~~the ~~2008~~AMF ~~were~~under ~~€129.9 million~~visa ~~compared to €202~~no.3 ~~for~~09-002 ~~2007. Throughout much of 2008 the Company~~dated ~~faced~~January 6, ~~difficult market conditions in all of its regions and~~2009, as ~~previously~~well ~~stated~~as inthe ~~Wavecom’s~~“other ~~third~~information ~~quarter 2008 earnings release~~document”, ~~several~~are ~~factors~~available ~~including~~on ~~general slowdowns in~~ the ~~automotive~~Sierra ~~market worldwide and the home alarm market~~Wireless, ~~particularly~~ inInc. ~~the~~website ~~United States weighed on revenues for the year~~(www.sierrawireless.com) ~~The~~and ~~sales were also impacted by~~ the ~~exchange~~AMF ~~rate~~website ~~volatility~~ (~~US $ versus Euro~~www.amf-france.org) and bycan ~~decreases~~be ofobtained ~~our~~for ~~average~~free ~~selling~~from ~~price.~~Lazard OnFrères Banque, ~~the~~121 ~~other~~boulevard ~~hand~~Haussmann, ~~our~~75008 ~~new product lines such as the WMP and the Q26 are progressing well~~Paris.

~~Backlog:~~Copies ~~The~~of ~~12-month~~the ~~product~~note ~~backlog~~en atréponse ~~December 31,~~approved ~~2008~~by ~~was~~the ~~€26.6 million~~AMF ~~compared~~under tovisa ~~€32~~no.~~0 million~~ at09-003 ~~September~~dated January 306, ~~2008.~~2009, ~~Backlog~~as well as ofthe ~~any~~“other ~~given~~information ~~date may~~document”, ~~not~~are beavailable anon ~~accurate~~the ~~indicator~~Wavecom ofwebsite ~~sales~~(www.wavecom.com) and the AMF website (www.amf-france.org) and can be obtained for ~~any~~free ~~future~~from ~~period~~Wavecom, 3, esplanade du Foncet, 92442 Issy-les-Moulineaux and Merrill Lynch Capital Markets (France) SAS, 112, avenue Kléber, 75761 Paris.

~~Gross~~Copies ~~Margin:~~of ~~The gross margin declined in~~ the ~~fourth~~Tender ~~quarter~~Offer ~~2008~~Statement toon ~~€11.8 million,~~Schedule ~~representing~~TO ~~42.1%~~filed ofby ~~sales~~Sierra ~~compared~~Wireless France toand ~~48.5% in~~ the ~~third~~Schedule ~~quarter~~14D-9 ~~2008.~~filed ~~The~~by ~~decline~~Wavecom, inare ~~gross~~available ~~margin~~from ~~as a percent of sales in~~ the ~~fourth~~SEC’s ~~quarter~~website ~~2008 was~~(www.sec.gov). ~~primarily~~Such ~~due~~materials tofiled ~~the~~by ~~implementation~~Sierra ofWireless aFrance ~~more~~and ~~aggressive~~Wavecom ~~pricing~~are ~~policy~~also ~~which~~available ~~constituted~~for ~~approximately~~free 5on ~~percentage points of gross margin and~~ the ~~remainder~~websites ~~was a result~~ of ~~the~~Sierra ~~impact~~Wireless, ~~of foreign exchange fluctuations as well as some provisions~~Inc. ~~related~~(www.sierrawireless.com) ~~to end-of-life products~~ and ~~components~~Wavecom (www.wavecom.com).

~~Operating~~2 ~~Expenses: Operating expenses for the fourth quarter 2008 totaled €33.5 million. Wavecom had a number of non-recurring expenses during the fourth quarter 2008 related to:~~

~~(i)~~Wavecom ~~The~~security ~~two~~holders ~~tender~~and ~~offers~~other ~~for~~investors ~~Wavecom’s~~can ~~securities,~~obtain ~~one~~copies of ~~which~~these ~~was~~tender ~~hostile~~offer ~~(now~~materials ~~terminated~~and any other documents filed with the AMF from the AMF’s website (www.amf-france.org.), and ~~one~~with ofthe ~~which~~SEC, isfrom ~~currently~~the ~~pending~~SEC’s website (aswww.sec.gov), ~~described~~in ~~above)~~each ~~launched~~case ~~during~~without ~~the~~charge. ~~fourth~~Such ~~quarter~~materials offiled ~~2008~~by ~~which~~Sierra ~~amounted~~Wireless toFrance awill ~~total~~also be available for free at Sierra ofWireless’ €7website (www.5sierrawireless.com). ~~million;~~

~~(ii)~~About ~~Increased~~Sierra ~~bad~~Wireless debt reserves of €2.2 million for two customers. The first customer, Temic Automotive of North America is located in our Americas region. As of early December 2008, Wavecom has been involved in litigation with Temic Automotive, following Temic Automotive’s breach of signed agreements where they unjustly have withheld payment of approximately US $2 million (approximately €1.5 million). A provision for this amount was taken in the fourth quarter 2008 accounts, in accordance with our bad debt policy. Furthermore, we filed suit against Temic Automotive in the Supreme Court of the State of New York (USA) to recover the unpaid receivables. Temic Automotive also filed suit against Wavecom under both tort and contracts law for damages under the main claim of US $1.5 million which is on the same scale as the amount of the unpaid receivables. We believe these claims to be unfounded and dilatory and intend to vigorously litigate this matter. The second customer is a distributor based in the APAC region who filed for bankruptcy in the fourth quarter 2008. Wavecom is seeking to recover a sum of slightly more than US $750,000. The bankruptcy procedure is ongoing; and

~~(iii)~~Global ~~Finally,~~Leader ~~there were an additional €2.4 million~~ in ~~charges~~wireless solutions for ~~amortization~~mobile ofcomputing ~~acquired~~and ~~intangible~~M2M ~~assets following the impairment of a part of the intangible assets related to customer relationships recorded at the time of an acquisition in 2006.~~

~~Concerning~~Sierra ~~the~~Wireless ~~previously-announced~~(NASDAQ: ~~cost~~SWIR ~~reduction~~– ~~plan,~~TSX: ~~this~~SW) ~~proposed~~modems ~~reorganization~~ and ~~cost~~software ~~reduction~~connect ~~plan~~people ~~could generate from~~and ~~€12~~systems to ~~€16 million~~mobile ofbroadband ~~annual~~networks ~~savings~~around ofthe ~~operating expenses~~world. ~~The~~Sierra ~~portion~~Wireless ~~of this~~offers ~~plan relating to the United States activity has already begun at~~ a ~~cost~~diverse ofproduct ~~approximately~~portfolio ~~€0.2 million~~addressing ~~recorded during the fourth quarter. However~~enterprise, ~~in France~~consumer, ~~implementation~~original ofequipment ~~the~~manufacturer, ~~planned~~specialized ~~reorganization~~vertical isindustry, ~~still~~and ~~pending final presentation~~ machine-to-machine markets, and ~~consultation~~provides professional ~~with~~services ~~the~~to ~~Wavecom~~customers ~~Workers~~requiring ~~Council.~~expertise ~~This~~in ~~plan~~wireless isdesign, ~~not~~integration, ~~expected~~and tocarrier ~~produce~~certification. ~~significant~~For ~~cost~~more ~~savings~~information ~~until~~about ~~sometime~~Sierra ~~toward~~Wireless, ~~the~~visit ~~end of the first half of 2009~~www.sierrawireless.com.

Result: Wavecom reported an operating loss of €21.7 million for the fourth quarter of 2008 compared to an operating loss of €5.3 million for the third quarter 2008. In the fourth quarter of 2008, Wavecom decided to fully provide for the existing deferred tax assets recorded at the end of 2007 due to the fiscal losses recorded in 2008 as well at the uncertainties in the current volatile economic environment. Therefore on a net basis Wavecom reported a net loss for the fourth quarter of €25.2 million compared to a net loss of €4.1 million the previous quarter.

As shown above in the table on page one, on a non-GAAP basis, excluding stock-based related expenses and expenses related to our acquisitions, the operating loss was €17.8 million for the fourth quarter 2008, compared to a loss of €3.7 million for the previous quarter. Excluding also the expenses related to the tender offers and the bad debt reserves in the fourth quarter, the operating loss would have been €8.1 million.

Balance sheet: Wavecom’s cash and marketable securities position was €118.6 million while on a net basis (cash and marketable securities less convertible bonds) cash stood at €38.1 million at December 31, 2008. Inventory levels were €5.7 million as of December 31, 2008 and DSOs (Days Sales Outstanding) were 54 days at quarter end.

Business news:

• Design-win with Denso. Wavecom SA announced that it has completed the pre-production phase of a joint development project for automotive telematics based on Wavecom’s wireless technology with Denso, a leading supplier of automotive electronics to Japanese and global auto manufacturers, to support its telematics program. The new co-developed design will be integrated in the telematic system in production starting from 2009 to support a new in-car convenience telematics program in North America. Products using Wavecom technology are expected to begin shipping in April 2009 and will continue to ship over a three-year period.

• M2M Studio, new IDE (Integrated Development Environment) launched. M2M Studio is a fully integrated suite of tools for the development of embedded software applications for industrial wireless devices based on Wavecom Wireless CPU®s. It enables developers to create, develop, compile, download, debug and test their applications. It uses the Eclipse Ganymede framework. Eclipse and CDT (C/C++ Development Tools plug-in) which are rapidly becoming the industry standard for C and C++ development in the embedded world.

• Anyware Technologies and Airbus won prize for “productivity” in their collaboration for the project called Topcased, a development platform based on open source Eclipse ™. IE Club, and MEDEF(France’s leading association for business) rewarded “duets” of large companies and small/medium companies that together have worked to create added value in their areas of expertise. This project, based on the open source platform Eclipse ™, is aimed at establishing a complete development environment for critical embedded systems. Topcased, is expected to increase productivity of Airbus and its partners by reducing development costs while expanding the number of engineering tools. For more information: www.topcased.org

• Wavecom S.A. awarded the 2008 trophy for excellence in Corporate Governance from EthiFinance an independent extra-financial research agency dedicated to the Corporate Social Responsibility (CSR) assessment required by Socially Responsible investors (SRI).

• Vivo, Oberthur Technologies and Wavecom test inSIM® technology. The three companies announced that the Brazilian carrier (Vivo) is testing with the goal of validation the SIM equipped inSIM® (Subscriber Identity Module) technology for its machine-to-machine (M2M) subscription offer.

• Innova Card and Wavecom launch design for wireless EPOS (Electronic Point of Sale). The flexible and robust solution provides the possibility to integrate multiple communications technologies without changing the payment and security software. It will simplify the design and certification process and significantly reduce time to market for manufacturers of EPOS terminals.

• RIPlink™ (Remote IP link) new technology from Wavecom, allowing applications running on non-IP devices to be connected over IP (Internet Protocol), simplifying M2M (machine-to-machine) application design and deployment. IP architecture is the undisputed reference for communicating applications.

Conference Call:

Today at 3:00 p.m. (Paris time) Wavecom management will host a conference call in English reserved for financial professionals commenting on its fourth quarter 2008 results. To access this call, please use the following numbers: France: +33 (0)1 70 99 42 74 UK: +44 (0)20 7138 0825 USA: +1 718 354 1361 Access code: 3072447 Visit the Wavecom corporate website: www.wavecom.com investors section to listen to the conference call commentary webcast (in English).

Wavecom will publish its first quarter 2009 results on April 22, 2009 at 7:00 a.m. Paris time.

About Wavecom

Wavecom – the wireless M2M experts

Wavecom is a leading provider of embedded wireless technology for M2M (machine-to-machine) communication. Wavecom provides a range of GSM/GPRS, CDMA, EDGE and 3G Wireless CPUs; programmable processors which also act as wireless modules or wireless modems. These are backed by a cellular wireless software suite which includes a real-time operating system (RTOS), a software development environment based on Eclipse™, and several Plug-Ins (GPS, TCP/IP, security, Bluetooth™, Lua script and more). Wavecom also offers a wide range of professional and operated services. Wavecom solutions are used for automotive telematics, smart metering, fleet management, GSM/GPS/satellite tracking, wireless alarms, wireless POS (point of sales), WLL (fixed voice), remote monitoring and many other M2M applications. Founded in 1993 and headquartered in Issy-les-Moulineaux (France) near Paris, Wavecom has subsidiaries in Hong Kong (PRC), Research Triangle Park, NC (USA), Farnborough (UK), Munich (Germany) and Sao Paolo (Brazil). Wavecom is publicly traded on Euronext Paris (Eurolist) in France and on the NASDAQ (WVCM) exchange in the U.S.

~~Founded~~Cautionary inNote ~~1993~~Regarding ~~and headquartered in Issy~~Forward-~~les-Moulineaux~~Looking ~~(France)~~Statements near Paris, Wavecom has subsidiaries in Hong Kong (PRC), Research Triangle Park, NC (USA), Farnborough (UK), Munich (Germany) and Sao Paolo (Brazil). Wavecom is publicly traded on Euronext Paris (Eurolist) in France and on the NASDAQ (WVCM) exchange in the U.S.

~~Contact~~Certain ~~Wavecom~~statements ~~Lisa~~in ~~Ann~~this ~~Sanders~~press release ~~Director~~that ~~Communications~~are ~~and~~not ~~Investor~~based ~~Relations~~on ~~Tel:~~historical ~~+33~~facts ~~(0)1~~constitute 46forward-looking 29statements 41or ~~81 e~~forward-~~mail:~~looking ~~lisaann~~information within the meaning of the U.~~sanders@wavecom~~S.~~com~~ ~~Contact~~Private ~~Lovallo~~Securities IRLitigation ~~PR:~~Reform USAct ~~Investor~~of ~~Relations~~1995 ~~John~~and Dapplicable Canadian and French securities laws (“forward-looking statements”). ~~Lovallo~~These forward-looking statements are not promises or guarantees of future performance but are only predictions that relate to future events, ~~President~~conditions ~~Lovallo~~or ~~Communications~~circumstances ~~Group~~or our future results, performance, ~~LLC~~achievements ~~Tel:~~or +1developments ~~203~~and ~~431~~are ~~0587~~subject ~~e-mail:~~to ~~johnlovalloirpr@sbcglobal.net~~substantial known and unknown risks, assumptions, uncertainties and other factors that could cause our actual results, performance, achievements or developments in our business or in our industry to differ materially

~~-Condensed~~3 ~~financial tables follow-~~

~~This~~from ~~release~~those ~~contains forward-looking statements that relate to the Company’s plans~~expressed, ~~objectives,~~anticipated ~~estimates~~or ~~and~~implied ~~goals.~~by ~~Words~~ such ~~as “expects,” “anticipates,” “intends,” “plans,” “believes” and “estimates” and variations of such words and similar expressions identify such~~ forward-looking statements. ~~The~~Forward-looking ~~Company’s~~statements ~~business~~in isthis ~~subject~~press torelease include ~~numerous~~statements ~~risks~~relating ~~and~~to ~~uncertainties,~~the ~~including~~offers ~~probable~~for ~~variability in~~ the ~~Company’s~~ordinary ~~quarterly operating results~~shares, ~~nascent~~the ~~vertical markets~~ADSs, aand ~~long sales cycle,~~ the ~~uncertain~~OCEANEs ~~rate~~ of ~~development~~Wavecom ofand the ~~M2M~~results ~~market for wireless communications, success~~ of ~~the~~such ~~Company’s new services line~~offers, ~~technological changes, vertical integration by other market participants, failure to protect~~ the ~~Company~~combined company’s ~~intellectual~~future ~~property,~~business ~~possible~~prospects ~~quality~~and ~~issues~~projected onposition ~~our products, dependence on third parties,~~ in ~~particular~~the ~~its~~wireless ~~manufacturing~~data ~~partner~~ and ~~other third party~~M2M ~~suppliers~~markets, ~~currency~~the ~~rate~~outlook ~~fluctuations~~for ~~and other risks associated with managing growth or associated with~~ the ~~Company~~combined company’s ~~global~~future operations., ~~These~~plans and ~~other~~timing ~~risks~~for ~~and uncertainties, including among others,~~ the ~~risk~~introduction ~~that~~or ~~Sierra~~enhancement ~~Wireless’ proposed acquisition~~ of ~~Wavecom~~its ~~may~~services beand ~~delayed~~products, strategies or ~~may ultimately be unsuccessful~~developments, ~~are~~future ~~described~~market inconditions ~~more~~and ~~detail~~supply ~~in the Company’s most recent filings with the U~~conditions.S. ~~Securities~~We ~~and~~caution ~~Exchange~~you ~~Commission and could cause the Company’s actual~~not ~~results and developments~~ to beplace ~~materially~~undue ~~different~~reliance ~~from~~upon ~~those expressed or implied by~~ any ofsuch ~~these~~ forward-looking statements., ~~All~~which ~~forward-looking statements are qualified by these cautionary statements and~~ speak only as of the date they are made.

~~This~~These forward-looking statements appear in a number of different places in this press release ~~does~~and ~~not~~can ~~constitute~~be anidentified ~~offer~~by towords ~~buy~~such oras ~~the~~“may”, ~~solicitation~~“estimates”, of“projects”, an“expects”, ~~offer~~“intends”, to“believes”, ~~sell~~“plans”, “anticipates”, ~~any~~“continue”, ~~Wavecom~~“growing”, ~~securities~~“expanding”, or their negatives or other comparable words. The risk factors and uncertainties that may affect our actual results, performance, achievements or developments ~~solicitation~~are many and ~~the~~include, ~~offer~~amongst toothers, ~~buy~~our ~~the~~ability ~~shares~~to develop, ~~ADSs~~manufacture, supply and ~~OCEANEs~~market new products that we do not produce today that meet the needs of ~~Wavecom~~customers isand ~~being~~gain ~~made~~commercial ~~only~~acceptance, ~~pursuant~~our toreliance on the ~~offer~~deployment toof ~~purchase~~next generation networks by major wireless operators, the continuous commitment of our customers, and ~~related~~increased ~~materials~~competition. ~~that~~These risk factors and others are discussed in Sierra Wireless’ ~~France~~and ~~SAS~~Wavecom’s ~~filed~~respective ~~with~~filings ~~the~~and ~~Autorité~~reports, ~~des~~which ~~marchés~~may ~~financiers~~be found ~~(“AMF”)~~on orSEDAR ~~the~~at Uwww.Ssedar.com, ~~Securities~~on EDGAR at www.sec.gov, on the AMF’s website at www.amf-france.org, and ~~Exchange~~in ~~Commission~~each (of their other regulatory filings with the “AMF in France, the SEC”) ~~and~~in ~~you~~the ~~should~~United ~~read~~States ~~carefully~~and the ~~applicable~~Provincial ~~documents~~Securities ~~listed~~Commissions ~~below~~in Canada. Many of these factors and ~~any~~uncertainties ~~amendments~~are orbeyond ~~supplements~~our ~~thereto~~control. Consequently, ~~prior~~all toforward-looking ~~making~~statements ~~any~~in ~~decisions~~this ~~with~~press ~~respect~~release toare ~~the tender~~qualified ~~offers~~by ~~because~~this ~~these~~cautionary ~~documents~~statement ~~contain~~and we cannot assure you that actual results, performance, achievements or developments that we anticipate will ~~contain~~be realized. Forward-looking statements are based on management’s current plans, ~~important~~estimates, ~~information~~projections, ~~including~~beliefs ~~the~~and ~~terms~~opinions and ~~conditions~~we ofdo not undertake any obligation to update forward-looking statements should the ~~tender~~assumptions ~~offer~~related to these plans, estimates, projections, beliefs and opinions change, except as required by law.

~~Copies~~4 of the note d’information filed by Sierra Wireless France SAS approved by the AMF under visa n°09-002 dated January 6, 2009 and of the “other information document” are available on the websites of Sierra Wireless, Inc. (www.sierrawireless.com) and of the AMF (www.amf-france.org) and can be obtained for free from Lazard Frères Banque, 121 boulevard Haussmann, 75008 Paris.

Copies of the note en réponse of Wavecom approved by the AMF under visa n°09-003 dated January 6, 2009 and of the “other information document” are available on the websites of Wavecom (www.wavecom.fr) and of the AMF (www.amf-france.org) and can be obtained for free from Wavecom, 3, esplanade du Foncet, 92442 Issy les Moulineaux, and Merrill Lynch Capital Markets (France) SAS, 112, avenue Kléber, 75761 Paris.

Copies of the Tender Offer Statement on Schedule TO filed by Sierra Wireless France SAS and the Schedule 14D-9 filed by Wavecom, with the SEC, are available from the SEC’s website (www.sec.gov), in each case without charge. Such materials filed by Sierra Wireless France SAS will also be available for free at Sierra Wireless’ website (www.sierrawireless.com) and Wavecom’s website at (www.wavecom.fr).

WAVECOM S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share data)

Prepared in accordance with U.S. generally accepted accounting principles.

	December 31,2007		Three months endedSeptember 30,2008		December 31,2008
	Euro		Euro		Euro
Revenues :
Product sales	44 543		27 504		25 708
Services revenue	1 205		1 411		2 293
	45 748		28 915		28 001
Cost of revenues :
Cost of goods sold	21 543		13 529		14 733
Cost of services	1 009		1 352		1 468
	22 552		14 881		16 201
Gross profit	23 196		14 034		11 800
Operating expenses :
Research and development	9 132		7 687		8 718
Sales and marketing	5 896		6 095		8 895
General and administrative	5 911		5 520		15 929
Total operating expenses	20 939		19 302		33 542
Operating income (loss)	2 257		(5 268	)	(21 742	)
Interest income and other financial income, net	871		1 014		772
Foreign exchange gain (loss), net	(512	)	142		425
Total financial income	359		1 156		1 197
Income (loss) before income taxes	2 616		(4 112	)	(20 545	)
Income tax expense (benefit)	(4 461	)	(45	)	4 703
Net income (loss)	7 077		(4 067	)	(25 248	)
Basic net income (loss) per share	0.46		(0.27	)	(1.71	)
Diluted net income (loss) per share	0.39		(0.27	)	(1.71	)
Number of shares used for computing :
- basic	15 221 619		15 185 200		14 729 671
- diluted	18 916 763		15 185 200		14 729 671

WAVECOM S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share data)

Prepared in accordance with U.S. generally accepted accounting principles.

	Years ended December 31,
	2007		2008
	Euro		Euro
Revenues :
Product sales	198 510		123 521
Services revenue	3 827		6 398
	202 337		129 919
Cost of revenues :
Cost of goods sold	104 650		60 829
Cost of services	5 833		5 299
	110 483		66 128
Gross profit	91 854		63 791
Operating expenses :
Research and development	33 562		35 492
Sales and marketing	22 740		27 954
General and administrative	22 855		31 008
Total operating expenses	79 157		94 454
Operating income (loss)	12 697		(30 663	)
Interest income and other financial income, net	1 834		3 482
Foreign exchange gain (loss), net	(1 442	)	694
Total financial income	392		4 176
Income (loss) before income taxes	13 089		(26 487	)
Income tax expense (benefit)	(4 310	)	4 613
Net income (loss)	17 399		(31 100	)
Basic net income (loss) per share	1.15		(2.06	)
Diluted net income (loss) per share	1.02		(2.06	)
Number of shares used for computing :
- basic	15 129 600		15 121 145
- diluted	17 470 234		15 121 145

WAVECOM S.A.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share data)

Prepared in accordance with U.S. generally accepted accounting principles.

	At December 31,
	2007		2008
	Euro		Euro
ASSETS
Current assets :
Cash and cash equivalents	4 677		4 061
Marketable securities	134 610		114 537
Accounts receivable, net	29 467		16 761
Inventory	6 032		5 663
Value added tax recoverable	1 124		1 927
Prepaid expenses and other current assets	3 141		3 569
Deferred tax assets	4 514		—
Total current assets	183 565		146 518
Other assets :
Long-term investments	3 731		5 995
Other assets and Interest in associates	4 517		4 121
Research tax credit	2 049		3 059
Income tax receivable	13 083		11 191
Intangible and tangible assets, net	16 336		15 529
Goodwill	8 117		14 737
Total assets	231 398		201 150
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities :
Accounts payable	27 612		28 771
Accrued compensation	8 584		7 790
Current portion of other accrued expenses	3 572		3 374
Current portion of convertible bonds	664		1 409
Current portion of capitalized lease obligations	207		276
Deferred revenue and advances received from customers	307		694
Deferred tax liabilities	—		97
Other liabilities	3 652		2 806
Total current liabilities	44 598		45 217
Long-term liabilities :
Long-term portion of other accrued expenses	16 636		14 108
Long-term portion of convertible bonds	80 500		80 500
Long-term portion of capitalized lease obligations	340		288
Other long-term liabilities	616		406
Total long-term liabilities	98 092		95 302
Shareholders’ equity :
Shares, euro 1 nominal value, 15,828,524 shares authorized, issued and outstanding at December 31, 2008 (15,796,591 at December 31, 2007)	15 797		15 829
Additional paid-in capital	146 052		151 623
Treasury stock at cost (1,091,861 shares at December 31, 2008 and 544,322 at December 31, 2007)	(8 823	)	(10 777	)
Accumulated deficit	(62 548	)	(93 647	)
Accumulated other comprehensive income (loss)	(1 770	)	(2 397	)
Total shareholders’ equity	88 708		60 631
Total liabilities and shareholders’ equity	231 398		201 150

WAVECOM S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Prepared in accordance with U.S. generally accepted accounting principles.

	Years ended December 31,
	2007		2008
	Euro		Euro
Cash flows from operating activities :
Net income (loss)	17 399		(31 100	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Amortization and impairment of intangible and tangible assets	8 409		11 376
Amortization of debt issue costs	257		280
Share-based compensation	4 810		6 728
Loss (gain) on sales and retirement of tangible assets	38		(30	)
Disposal (acquisition) of marketable securities, net	(134 610	)	20 073
Deferred tax	(4 514	)	4 305
Net increase (decrease) in cash from working capital items	(8 325	)	11 203
Net cash provided (used) by operating activities	(116 536	)	22 835
Cash flows from investing activities :
Acquisition of long-term investments	(93	)	(2 264	)
Purchases of intangible and tangible assets	(5 025	)	(6 769	)
Acquisition of certain assets, net of cash acquired	—		(10 746	)
Proceeds from sale of intangible and tangible assets	2		304
Purchase of interets in associates	(15	)	13
Net cash used by investing activities	(5 131	)	(19 462	)
Cash flows from financing activities :
Proceeds from convertible bonds (net of debt issue cost of €2,501)	77 999		—
Principal payments on capital lease obligations	(261	)	(307	)
Purchases of treasury stock	(7 510	)	(3 235	)
Proceeds from exercise of stock options and founders' warrants	2 091		157
Net cash provided (used) by financing activities	72 319		(3 385	)
Effect of exchange rate changes on cash and cash equivalents	(751	)	(604	)
Net decrease in cash and cash equivalents	(50 099	)	(616	)
Cash and cash equivalents, beginning of period	54 776		4 677
Cash and cash equivalents, end of period	4 677		4 061

SIGNATURES

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.

	WAVECOM S.A.
Date: February 5, 2009	By:	/s/ Chantal Bourgeat
Date: February 18, 2009	By:	/s/ Chantal Bourgeat
		Chantal Bourgeat
		Chief Financial Officer

Filing Compare · WAVECOM SA