0001104659-06-006490.txt : 20060207 0001104659-06-006490.hdr.sgml : 20060207 20060207143254 ACCESSION NUMBER: 0001104659-06-006490 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060207 DATE AS OF CHANGE: 20060207 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEOWARE INC CENTRAL INDEX KEY: 0000894743 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 232705700 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54279 FILM NUMBER: 06585115 BUSINESS ADDRESS: STREET 1: 3200 HORIZON DR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102778300 MAIL ADDRESS: STREET 1: 3200 HORIZON DR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEOWARE SYSTEMS INC DATE OF NAME CHANGE: 19980928 FORMER COMPANY: FORMER CONFORMED NAME: HDS NETWORK SYSTEMS INC DATE OF NAME CHANGE: 19950313 FORMER COMPANY: FORMER CONFORMED NAME: INFORMATION SYSTEMS ACQUISITION CORP DATE OF NAME CHANGE: 19930108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 920-2131 MAIL ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 a06-4228_2sc13ga.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13G	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Neoware, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

64065P102

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 64065P102
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Discovery Equity Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) Not Applicable.				(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER None.
		6	SHARED VOTING POWER 621,668
		7	SOLE DISPOSITIVE POWER None.
		8	SHARED DISPOSITIVE POWER 621,668
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 621,668
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions) Not Applicable			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8 %
12	TYPE OF REPORTING PERSON (see Instructions) PN

CUSIP No. 64065P102
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Discovery Group I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) Not Applicable.				(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER None.
		6	SHARED VOTING POWER 730,044
		7	SOLE DISPOSITIVE POWER None.
		8	SHARED DISPOSITIVE POWER 730,044
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,044
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions) Not Applicable			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5 %
12	TYPE OF REPORTING PERSON (see Instructions) OO

CUSIP No. 64065P102
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Daniel J. Donoghue
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) Not Applicable.				(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER None.
		6	SHARED VOTING POWER 730,044
		7	SOLE DISPOSITIVE POWER None.
		8	SHARED DISPOSITIVE POWER 730,044
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,044
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions) Not Applicable			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5 %
12	TYPE OF REPORTING PERSON (see Instructions) IN

CUSIP No. 64065P102
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Michael R. Murphy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) Not Applicable.				(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER None.
			6	SHARED VOTING POWER 730,044
			7	SOLE DISPOSITIVE POWER None.
			8	SHARED DISPOSITIVE POWER 730,044
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,044
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions) Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5 %
12		TYPE OF REPORTING PERSON (see Instructions) IN

Item 1.
	(a)	Name of Issuer
		Neoware, Inc.
	(b)	Address of Issuer’s Principal Executive Offices
		400 Feheley Drive, King of Prussia, Pennsylvania 19406

Item 2.
	(a)	Name of Person Filing Discovery Equity Partners, L.P. (“Discovery Partners”) Discovery Group I, LLC, the general partner of Discovery Partners (“Discovery Group”) Daniel J. Donoghue, a Managing Member of Discovery Group Michael R. Murphy, a Managing Member of Discovery Group
	(b)	Address of Principal Business Office or, if none, Residence
		Discovery Partners, Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at: Hyatt Center, 24^th Floor, 71 South Wacker Drive, Chicago, Illinois 60606
	(c)	Citizenship Discovery Partners is an Illinois limited partnership Discovery Group is a Delaware limited liability company Mr. Donoghue and Mr. Murphy are U.S. citizens
	(d)	Title of Class of Securities Common Stock, par value $0.001 per share
	(e)	CUSIP Number 64065P102

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable.
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: Discovery Partners – 621,668 Discovery Group – 730,044 Mr. Donoghue – 730,044 Mr. Murphy – 730,044
	(b)	Percent of class: Discovery Partners – 3.8 % Discovery Group – 4.5 % Mr. Donoghue – 4.5 % Mr. Murphy – 4.5 % The foregoing percentages are based on 16,305,679 shares of Common Stock of the Issuer identified in Item 1 outstanding as of November 3, 2005, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote None.
		(ii)	Shared power to vote or to direct the vote Discovery Partners – 621,668 Discovery Group – 730,044 Mr. Donoghue – 730,044 Mr. Murphy – 730,044
		(iii)	Sole power to dispose or to direct the disposition of None.
		(iv)	Shared power to dispose or to direct the disposition of Discovery Partners – 621,668 Discovery Group – 730,044 Mr. Donoghue – 730,044 Mr. Murphy – 730,044

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable.

Item 8.	Identification and Classification of Members of the Group
Not Applicable.

Item 9.	Notice of Dissolution of Group

Not Applicable.

Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

	February 7, 2006
	Date

	DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P.

	/s/ Michael R. Murphy
	Signature

	Michael R. Murphy, Managing Member
	Name/Title


	/s/ Daniel J. Donoghue
	Signature

	Daniel J. Donoghue
	Name/Title


	/s/ Michael R. Murphy
	Signature

	Michael R. Murphy
	Name/Title

Exhibit Index

Exhibit 1

Joint Filing Agreement dated as of February 7, 2006, by and between Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

EX-1 2 a06-4228_2ex1.htm JOINT FILING AGREEMENT

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 3 to the Schedule 13G to which this Agreement is attached.

Dated: February 7, 2006

	DISCOVERY GROUP I, LLC,
	for itself and as general partner of
	DISCOVERY EQUITY PARTNERS, L.P.


	By	/s/ Michael R. Murphy
		Michael R. Murphy
		Managing Member


	/s/ Daniel J. Donoghue
	Daniel J. Donoghue


	/s/ Michael R. Murphy
	Michael R. Murphy