10-Q/A 1 0001.txt 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 10-Q/A -------------------- (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF ------- THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended December 31, 2000 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF ------- THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission File Number: 000-21240 ------------------------------- NEOWARE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 23-2705700 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 400 Feheley Drive King of Prussia, Pennsylvania 19406 (Address of principal executive offices) (610) 277-8300 (Registrant's telephone number including area code) ------------------------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of February 5, 2001, there were 10,275,913 outstanding shares of the Registrant's Common Stock. EXPLANATORY NOTE This Form 10-Q/A amends the Form 10-Q for the quarter ended December 31, 2000 filed by the Company on February 13, 2001, to include Part II, Item 4. No other information included in the original report on Form 10-Q is amended by this Form 10-Q/A. PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On December 7, 2000, the Company held its Annual Meeting of Stockholders. The Stockholders voted to elect five members to the Board of Directors and to ratify the selection of Arthur Andersen LLP as the Company's independent accountant for the fiscal year ending June 30, 2001. Elected to the Board of Directors were Arthur R. Spector (9,183,508 shares voted for election and 32,140 shares were withheld), Michael G. Kantrowitz (9,180,708 shares voted for election and 34,940 shares were withheld), Christopher G. McCann (9,182,708 shares voted for election and 32,940 shares were withheld), John M. Ryan (9,184,508 shares voted for election and 31,140 shares were withheld), and Carl G. Sempier (9,184,508 shares voted for election and 31,140 shares were withheld). The selection of Arthur Andersen LLP as the Company's independent accountant was ratified with 9,170,368 shares voting in favor of ratification, 31,420 shares voting against ratification and 13,860 shares abstaining. 2 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 thereunder duly authorized. NEOWARE SYSTEMS, INC. Date: February 14, 2001 By: /S/ MICHAEL G. KANTROWITZ ----------------------------- Michael G. Kantrowitz President and Chief Executive Officer Date: February 14, 2001 By: /S/ VINCENT T. DOLAN ------------------------ Vincent T. Dolan Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) 3