-----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, RXvvPzop34a982+GflomQ8NahNA5z0tFZ1eGJXyWhzidxH7pNweXbagUiatwrxYR ZVFOEUN5EJAFfmqs34dEtg== 0000950116-02-001260.txt : 20020530 0000950116-02-001260.hdr.sgml : 20020530 20020530164351 ACCESSION NUMBER: 0000950116-02-001260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020523 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOWARE SYSTEMS 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21240 FILM NUMBER: 02666512 BUSINESS ADDRESS: STREET 1: 400 FEHELEY DR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102778300 MAIL ADDRESS: STREET 1: 400 FEHELEY DR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 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 8-K 1 eight-k.txt 8-K UNITED STATES 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): May 23, 2002 ------------ NEOWARE SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-21240 23-2705700 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation or organization) Identification No.) 400 Feheley Drive King of Prussia, Pennsylvania 19406 ----------------------------------- (Address of principal executive offices) (Registrant's telephone number including area code) (610) 277-8300 ---------------------------- Item 5. Other Events. On May 23, 2002, Neoware Systems, Inc., a Delaware corporation ("Neoware"), completed a $12 million private placement of its Common Stock to accredited investors. A total of 1.6 million shares were sold at $7.50 per share. The private placement is further described in the press release announcing the financing, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference. Neoware also announced in the press release that it intended to apply for listing of its common stock on the Nasdaq National Market. In connection with the application, an unaudited pro forma balance sheet of Neoware as of March 31, 2002, giving effect to the shares issued in, and the net proceeds received from, the private placement, is attached as Exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Press Release dated May, 24 2002. 99.2 Pro Forma Balance Sheet as of March 31, 2002 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 duly authorized. NEOWARE SYSTEMS, INC. Dated: May 30, 2002 By: /S/ MICHAEL G. KANTROWITZ -------------------------- EX-99 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE NEOWARE SECURES $12 MILLION IN EQUITY FINANCING Company to File Application to List Shares on NASDAQ National Market KING OF PRUSSIA, PA, May 24, 2002--Neoware Systems, Inc. (NASDAQ: NWRE), the leading supplier of software, services, and solutions for the Appliance Computing market, announced today that it has completed a $12 million private placement of its common stock to institutional investors. Neoware sold 1.6 million shares of straight common stock at a price of $7.50 per share, which represents a discount of eight percent from the Company's average closing price over the preceding 15-day period. Proceeds from the offering will be used for general corporate purposes and to fund potential future acquisitions. As a result of the private placement, the Company's shareholders' equity now exceeds the minimum standard of $30,000,000 required for listing on the NASDAQ National Market and the Company intends to file an application for such listing immediately. "We are pleased to announce the closing of this private placement, which we believe we concluded on favorable terms due to the financial strength of our Company. This financing provides us with additional resources to continue executing our growth plans," stated Michael Kantrowitz, Neoware's President and CEO. "We are especially pleased with the quality of the institutional investors we were able to attract, as we believe they can provide valuable assistance to the Company as we move forward." "Neoware's strategy is to build the Company as the recognized leader in the Appliance Computing market, both through organic growth and carefully targeted acquisitions. We believe that we have the vision and technology, a unique software-powered business model, and strong partnerships with other industry leaders, and that we are executing very well. We look forward to continued growth and profitable performance by the Company in coming periods." "Neoware's customers will recognize this financing as confirmation of the financial strength of our Company, providing them continued confidence in our ability to accelerate our leadership position in the Appliance Computing market," Mr. Kantrowitz concluded. Emerging Growth Equities, Ltd., a technology driven investment banking firm, and Commerce Capital Markets, Inc., a unit of Commerce Bancorp (NYSE: CBH), acted as placement agents for the transaction. Neoware has agreed to file a registration statement covering the resale of the common stock issued in the transaction. The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption from those registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities issued in the private placement. Any offering of Neoware securities under the resale registration statement will be made only by means of a prospectus. About Neoware Neoware provides software, services, and solutions to enable Appliance Computing, an Internet-based computing architecture targeted at business customers that is designed to be simpler and easier than traditional PC-based computing. Neoware's software and management tools power and manage a new generation of smart computing appliances that utilize the benefits of open, industry-standard technologies to create new alternatives to personal computers used in business and a wide variety of proprietary business devices. Neoware's products are designed to run local applications for specific vertical markets, plus allow access across a network to multi-user Windows servers, Linux servers, mainframes, minicomputers, and the Internet. Computing appliances that run and are managed by Neoware's software offer the cost benefits of industry-standard hardware and software, easier installation, and have lower up-front and administrative costs than proprietary or PC-based alternatives. More information about Neoware can be found on the Web at www.neoware.com or via email at invest@neoware.com. Neoware is based in King of Prussia, PA. # # # This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the resale registration of the securities issued in the private placement, future assistance from the new institutional investors, our position as the leading supplier of software, products, services and solutions for the Appliance Computing market, the continued growth of our business, revenues and profitability as a result of our business model and our acquisition strategy and partnerships, continued benefits of our business model to our stockholders, employees and customers due to our proven software-powered business model and our competitive advantage. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those predicted in any such forward-looking statement include Neoware's ability to have its resale registration statement declared effective, Neoware's ability to identify consummate and successfully integrate future acquisitions, pricing pressures, rapid technological changes in the industry, growth of the Appliance Computing market, increased competition, our ability to attract and retain qualified personnel, adverse changes in customer order patterns, adverse changes in general economic conditions in the U. S. and internationally, risks associated with foreign operations and political and economic uncertainties associated with current world events. These and other risks are detailed from time to time in Neoware's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its report on Form 10-K for its fiscal year ended June 30, 2001. Neoware is a registered trademark of Neoware Systems, Inc. All other names products and services are trademarks or registered trademarks of their respective holders. CONTACT: Vince Dolan, CFO Neoware Systems, Inc. 610-277-8300 vince.dolan@neoware.com EX-99 4 ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 Unaudited Pro Forma Balance Sheet as of March 31, 2002. On May 23, 2002, Neoware completed a $12 million private placement of its Common Stock to accredited investors. A total of 1.6 million shares were sold at $7.50 per share. The following presents an unaudited pro forma balance sheet as of March 31, 2002 which was prepared as if the private placement took place on that date. The balance sheet gives pro forma effect to the shares issued and net cash received in connection with the transaction and is provided for illustrative purposes only. NEOWARE SYSTEMS, INC. UNAUDITED PROFORMA BALANCE SHEET March 31, 2002
(a) Proforma ASSETS Neoware Systems, Inc Adjustments Combined -------------------- ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 7,198,258 $11,175,000 $18,373,258 Marketable securities 333,333 333,333 Accounts receivable, net 6,121,645 6,121,645 Inventories 586,257 586,257 Prepaid expenses and other 346,444 346,444 Notes receivable officers 26,072 26,072 ----------- ----------- ----------- Total current assets 14,612,009 11,175,000 25,787,009 Property and equipment, net 625,355 625,355 Goodwill and other intangibles 11,636,422 11,636,422 Note receivable - Officers 21,549 21,549 Capitalized and purchased software, net 55,146 55,146 ----------- ----------- ----------- $26,950,481 $11,175,000 $38,125,481 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,695,618 $ $ 2,695,618 Accrued expenses 1,643,452 1,643,452 Current portion of long term debt 61,335 61,335 Deferred revenue 368,667 368,667 ----------- ----------- ----------- 4,769,072 - 4,769,072 LONG TERM DEBT 220,851 220,851 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock 11,327 1,600 12,927 Additional paid-in capital 28,856,626 11,173,400 40,030,026 Treasury stock (100,000) (100,000) Accumulated other comprehensive income 28,917 28,917 Retained earnings (6,836,312) (6,836,312) ----------- ----------- ----------- Total stockholders' equity 21,960,558 11,175,000 33,135,558 ----------- ----------- ----------- $26,950,481 $11,175,000 $38,125,481 =========== =========== ===========
(a) Represents the sale of 1.6 million shares of common stock with a par value $.001 per share at $7.50 per share, net of related costs of the transaction. -----END PRIVACY-ENHANCED MESSAGE-----