8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of Report (Date of Earliest Event Reported): February 14, 2000



                              NEOWARE SYSTEMS INC.
                              --------------------
             (Exact name of registrant as specified in its charter)


               Delaware                    000-21240            23-2705700
               --------                   -----------           ----------
(State or other jurisdiction of   (Commission File Number) (I.R.S. Employer
        incorporation                                       Identification No.)


             400 Feheley Drive, King of Prussia, Pennsylvania 19406
             -------------------------------------------------------
                (Address of principal executive offices/Zip Code)


          Registrant's telephone number, including area code:  (610) 277-8300


        Former name, former address, and former fiscal year, if changed since
        last report:  N/A.





Item 5.  Other Events.
- -----------------------

         On February 14, 2000, Neoware Systems, Inc. (the "Company") issued a
press release, the text of which is attached hereto as Exhibit 99.1 and
incorporated herein in its entirety, reporting the appointment of Michael
Kantrowitz as President and Chief Executive Officer of the Company, replacing
Edward C. Callahan.

         The Company also issued a press release on February 14, 2000, the text
of which is attached hereto as Exhibit 99.2 and incorporated herein in its
entirety, announcing that it had lowered the exercise price of its common stock
purchase warrants to $3.75 per share, from $5.50 per share, and extended the
expiration date of the warrants to April 14, 2000 from March 25, 2000.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ----------------------------------------------------------------------------

The following exhibits are filed herewith:

Exhibit Number             Description
- ---------------            ------------
99.1                       Registrant's press release, dated February 14, 2000,
                           relating to the appointment of Michael Kantrowitz.

99.2                       Registrant's press release, dated February 14, 2000,
                           relating to the warrants


                                    SIGNATURE

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 hereunto duly authorized.

                                    NEOWARE SYSTEMS INC.



Date:  February 24, 2000            By:     /s/Michael Kantrowitz
                                           -------------------------------------
                                           Michael Kantrowitz
                                           President and Chief Executive Officer

EX-99.1

                                                                    Exhibit 99.1

FOR: NEOWARE SYSTEMS, INC.
CONTACT: Vincent T. Dolan, CFO
Vince.dolan@neoware.com
610-277-8300


KCSA Joseph A. Mansi/Todd Fromer
CONTACTS: (212) 896-1205/(212) 896-1215
jmansi@kcsa.com/tfromer@kcsa.com


NEOWARE SYSTEMS, INC. NAMES
MICHAEL KANTROWITZ PRESIDENT AND CEO
- - - - - -
Move Reflects Company's new Focus on Linux and Windows-based
Information Appliances

KING OF PRUSSIA, Penn., February 14, 2000 -- Neoware Systems,  Inc.
(NASDAQ: NWRE) announced today that it has appointed Michael Kantrowitz (39)
President and Chief Executive Officer.

Mr. Kantrowitz, who had been Neoware's Executive Vice President, replaces Edward
Callahan, who will stay with the Company through April 30 to assist with the
transition.

The Company said that the appointment of Mr. Kantrowitz was motivated by
Neoware's strategy to extend its market focus to Linux and Windows-based
information appliances. "Mike has always been the visionary for our Company,"
stated Arthur Spector, Neoware's Chairman. "Ed Callahan was brought to Neoware
with valuable skills and experience running large organizations," Spector
continued. " He has restructured the Company and positioned it to be successful
in its new strategy. The Board of Directors and I thank Ed for his leadership
and we wish him well in his future endeavors," stated Mr. Spector.

"As the person who created our new information appliance strategy, Mike is the
right choice to lead the Company as we build our business in this exciting new
market," Mr. Spector continued.

"Neoware has the technology and the vision to become a leader in the emerging
market for information appliances," stated Michael Kantrowitz, Neoware's new
President and CEO. "We plan to offer our customers software, systems and
solutions that enable appliance computing, which means that we'll connect people
with computing power through simple, easy-to-manage information appliances that
are designed to get to work right out of the box.""We intend to partner with
other companies to create information appliances for various vertical markets,"
Mr. Kantrowitz continued. "Combined with software from other companies, our new
appliance products could be used as thin clients, web kiosks for electronic
commerce, email stations, point of sale machines, firewalls, routers, security
devices for virtual private networks, and for various other uses. We're excited
by the promise of these new products."

Mr. Kantrowitz has been Executive Vice President of Neoware and a member of the
Board of Directors since 1995, and has been responsible for business
development, marketing and sales. Prior to this, he held executive management
positions with Human Designed Systems, including Vice President of Marketing and
Sales, and Executive Vice President. Mr. Kantrowitz previously held positions
with Adage Corporation and Raytheon Company. Mr. Kantrowitz holds a BSEE degree
from the University of Lowell.




About Neoware
Neoware designs, develops and markets information appliances based upon embedded
versions of the Linux and Windows operating systems. Neoware's products are
designed to run limited local applications for specific vertical markets, plus
allow access to Linux servers, the Internet and Windows-based applications
running on multi-user Windows NT servers. Neoware's information appliances are
designed as an alternative to general-purpose personal computers, offering
easier installation, as well as lower up-front and administrative costs. More
information about Neoware can be found on the Web at http://www.neoware.com or
via email at info@neoware.com. Neoware is based in King of Prussia, PA.

# # #
This release contains forward-looking statements that are within the meaning of
the Private Securities Litigation Reform Act of 1995, and relate to, the
development of the Company's products and future operating results that are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those in such forward looking statements. Forward looking
statements include those concerning the emerging market for information
appliances, development and marketing of the company's information appliances to
enable appliance computing, potential partnerships with other software
companies, anticipated purchases by customers and the Company's competitive
position. The words "believe", "expect", "intend", "anticipate", variations of
such words, and similar expressions identify forward-looking statements, but
their absence does not mean that the statement is not forward-looking. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Factors that
could affect the Company's actual results include risks associated with the
Neoware's new strategy focusing on information appliances, including the new
Linux-based products, the Company's ability to obtain additional financing and
strategic partnerships, customers' acceptance of Neoware's products, pricing
pressures, the Company's ability to lower its costs, rapid technological changes
in the industry, growth of the information appliance market and increased
competition. Reference is made to the Company's Annual Report on Form 10-K for
the year ended June 30, 1999 filed with the SEC for a more detailed description
of such factors. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date of this release. The
Company undertakes no obligation to update publicly any forward- looking
statements to reflect new information, events or circumstances after the date of
this release or to reflect the occurrence of unanticipated events.

Neoware is a registered trademark of Neoware Systems Inc., Microsoft and Windows
NT are registered trademarks of Microsoft Corporation. All other names products
and services are trademarks or registered trademarks of their respective
holders.

EX-99.2

                                                                    Exhibit 99.2

FOR: NEOWARE SYSTEMS, INC.
CONTACT: Vincent T. Dolan, CFO
610-277-8300
Vince.dolan@neoware.com



KCSA Joseph A. Mansi/Todd Fromer
CONTACTS: (212) 896-1205/(212) 896-1215
jmansi@kcsa.com/tfromer@kcsa.com


NEOWARE SYSTEMS, INC. (NASDAQ: NWRE)
LOWERS WARRANT STRIKE PRICE TO GENERATE FUNDS FOR GROWTH
- - - - - -
Move To Fund Company's Entry Into Linux-Based Information Appliances

KING OF PRUSSIA, Penn., February 14, 2000 -- Neoware Systems, Inc. (NASDAQ:
NWRE) today announced that it has lowered the exercise price for its outstanding
publicly traded warrants to $3.75 per share, effective immediately. If all of
Neoware's outstanding warrants were exercised, the Company would generate close
to$20 million to fund its new strategy to create a market leader in the emerging
market for Linux-based information appliances.

"We believe that we can position Neoware as the leading company in the emerging
market for information appliances," stated Michael Kantrowitz, Neoware's newly
appointed President and CEO. "Our vision is to connect people with computing
power through a new class of information appliances that are simple to install,
and simple to use. The first of our new products will be shown this week at
Windows 2000 Expo, and delivered later this month. Follow-on products, which
include our new embedded Linux operating system, are currently in beta test at a
number of customer sites, and will be delivered later this quarter." "We plan to
utilize the cash generated from the exercise of warrants to fund our new
information appliance initiatives," Mr. Kantrowitz continued.

In addition to lowering the exercise price for its warrants, Neoware has
extended the expiration date of the warrants to April 14, 2000. Neoware intends
to use funds raised from the warrant exercise and from other sources to pursue
its strategy of developing the Company as a leader in the market for information
appliances. Neoware intends to expand its engineering, marketing, sales and
business development activities and to seek strategic partnerships to capitalize
on its technology to create a leadership position in this emerging market.

Neoware recently announced that it is pursuing a new product and market strategy
capitalizing on its strength in embedded operating systems, and demonstrated new
Linux-based software products recently at Linux World Expo in New York. Neoware
has more than ten years of experience developing embedded UNIX-based operating
systems, and has utilized this expertise to create an embedded version of the
industry-standard Linux operating system which is designed to operate in small
"appliance" devices with limited memory and no hard drive. Combined with
software from other companies, Neoware's new appliance products could be used as
thin clients, web kiosks for electronic commerce, email stations, point of sale
devices, firewalls, routers, security devices for virtual private networks, and
for various other uses.






In 1999 nearly twice as many copies of the Linux operating system shipped as
compared to 1998, and sales of the Linux operating system grew at roughly four
times the rate of the server operating system market as a whole, according to
market research firm IDC. More than 29 percent of all public Web servers run on
Linux, according to the research firm Netcraft, making Linux the most popular
operating system for public Web sites. IDC predicts that shipment of handheld
and notebook-style information appliance devices will exceed 55 million units in
2002, and that by 2005, shipments of these appliances will exceed shipments of
PCs.

About Neoware
Neoware designs, develops and markets information appliances based upon embedded
versions of the Linux and Windows operating systems. Neoware's products are
designed to run limited local applications for specific vertical markets, plus
allow access to Linux servers, the Internet and Windows-based applications
running on multi-user Windows NT servers. Neoware's information appliances are
designed as an alternative to general-purpose personal computers, offering
easier installation, as well as lower up-front and administrative costs. More
information about Neoware can be found on the Web at http://www.neoware.com or
via email at info@neoware.com. Neoware is based in King of Prussia, PA.

# # #

This release contains forward-looking statements that are within the meaning of
the Private Securities Litigation Reform Act of 1995, and relate to, the
development of the Company's products and future operating results that are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those in such forward looking statements. Forward looking
statements include those concerning the potential warrant exercise, the
development and marketing of the Company's new Linux-based products, additional
financing and strategic partnerships, anticipated purchases by customers, future
continuation of certain new and existing account trends, the growth of future
revenues and the Linux-based appliance market, the effect of actions taken by
other parties and the Company's competitive position. The words "believe",
"expect", "intend", "anticipate", variations of such words, and similar
expressions identify forward-looking statements, but their absence does not mean
that the statement is not forward-looking. These statements are not guarantees
of future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Factors that could affect the
Company's actual results include risks associated with the Neoware's new
strategy focusing on information appliances, including the new Linux-based
products, the Company's ability to obtain additional financing and strategic
partnerships, customers' acceptance of Neoware's products, pricing pressures,
the Company's ability to lower its costs, rapid technological changes in the
industry, growth of the information appliance market and increased competition.
Reference is made to the Company's Annual Report on Form 10-K for the year ended
June 30, 1999 filed with the SEC for a more detailed description of such
factors. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date of this release. The
Company undertakes no obligation to update publicly any forward- looking
statements to reflect new information, events or circumstances after the date of
this release or to reflect the occurrence of unanticipated events.