-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DEgh/4lHo9WUCKleoR0xoRswqrex1HhXJGBSSV0R8xJaarozp/oVfEWa+xCqfYGE nohwMrMHLLIrwHZZfHcE2w== 0000893220-07-003203.txt : 20070927 0000893220-07-003203.hdr.sgml : 20070927 20070927093841 ACCESSION NUMBER: 0000893220-07-003203 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 FILER: 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-107858 FILM NUMBER: 071138047 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 POS AM 1 w40063aposam.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3, NEOWARE, INC. posam
 

As filed with the Securities and Exchange Commission on September 27, 2007.
Registration No. 333- 107858
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
NEOWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
     
     
Delaware   23-2705700
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
3200 Horizon Drive
King of Prussia
Pennsylvania 19406
(610) 277-8300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal
Executive Offices)
Keith D. Schneck
Chief Financial Officer
3200 Horizon Drive
King of Prussia
Pennsylvania 19406
(610) 277-8300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
Nancy D. Weisberg
McCausland Keen & Buckman
Radnor Court
259 N. Radnor-Chester Road
Radnor, Pennsylvania 19087
(610) 341-1000 
 
 

 

 

RECENT EVENTS: DEREGISTRATION
     The Registration Statement on Form S-3 (Registration No. 333-107858) (the “Registration Statement”) of Neoware, Inc., a Delaware corporation (“Neoware”), pertaining to the registration of $100,000,000 of common stock, preferred stock and warrants and 1,500,000 shares of common stock of Neoware to which this Post-Effective Amendment No. 1 relates, was originally filed with the Securities Exchange Commission on August 11, 2003.
     On July 23, 2007, Neoware entered into that certain Agreement and Plan of Merger, with Hewlett-Packard Company (“HP”) and Narwhal Acquisition Corporation (“Merger Sub”) (the “Merger Agreement”). Under the terms of the Merger Agreement, Merger Sub will merge with and into Neoware (the “Merger”). On the effective date of the Merger, each share of Neoware’s Common Stock issued and outstanding immediately prior to the Merger (other than shares owned by Neoware, HP or any of their respective subsidiaries, or by any stockholders who are entitled to and who properly exercise dissenters’ appraisal rights under the Delaware General Corporation Law) will be cancelled and converted into the right to receive $16.25 in cash.
     In connection with the consummation of the Merger, the Company has terminated all offerings of its securities pursuant to this Registration Statement. In accordance with an undertaking made by Neoware in this Registration Statement to remove from registration, by means of a post-effective amendment, any securities of Neoware which remain unsold at the termination of the offering subject to this Registration Statement, Neoware hereby removes from registration all securities of Neoware registered under this Registration Statement that remain unsold as of the date this Post-Effective Amendment No. 1 to Form S-3 is filed with the Securities and Exchange Commission.

 

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chester County, Pennsylvania, on September 27, 2007.
         
  NEOWARE, INC.
 		  
  By:   /S/ Klaus P. Besier    
   
Klaus P. Besier 
  
   
Director, President
and Chief Executive Officer
(Principal Executive Officer) 
  
 
     
  By:   /S/ Keith D. Schneck    
   
Keith D. Schneck 
  
   
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer) 
  
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.
         
/S/ KLAUS P. BESIER
      Date: September 27, 2007
 
Klaus P. Besier, Director,
       
President and Chief Executive Officer
        
 
        
/S/ JOHN M. RYAN*
      Date: September 27, 2007
 
John M. Ryan, Director
       
 
        
/S/ CHRISTOPHER G. MCCANN*
      Date: September 27, 2007
 
Christopher G. McCann, Director
       
 
        
/S/ DAVID D. GATHMAN*
      Date: September 27, 2007
 
David D. Gathman, Director
       
 
        
/S/ JOHN P. KIRWIN, III*
      Date: September 27, 2007
 
John P. Kirwin, III, Director
       

 

 

*Keith D. Schneck by signing his name hereto, does hereby sign this Post-Effective Amendment No. 1 on behalf of the indicated directors of the Registrant, pursuant to powers of attorney executed by each of such directors and filed with the Securities and Exchange Commission, on the date indicated.
         
/S/ KEITH D. SCHNECK
      Date: September 27, 2007
 
Keith D. Schneck, Attorney-in-Fact
       

 

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