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):

                                 October 1, 2002
                       ----------------------------------



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






         Delaware                         000-21240                      23-2705700
- ----------------------------------------------------------------------------------------------
                                                                      
 (State or other jurisdiction of     (Commission File No.)    (IRS Employer Identification No.)
incorporation or organization)




                                400 Feheley Drive
                       King of Prussia, Pennsylvania 19406
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                    (Address of principal executive offices)


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





Item 5. Other Events.

         On September 30, 2002, Neoware Systems, Inc. issued a press release
announcing the resignation of Arthur Spector, and the election of Michael
Kantrowitz, as Chairman of the Board, as described in the press release the
attached hereto as Exhibit 99 and incorporated herein by reference.


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

(a) None

(b) None

(c) Exhibits.
         99.  Press Release dated September 30, 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: October 3, 2002                      By: /S/ Vincent T. Dolan,
                                                ----------------------
                                                Vincent T. Dolan,
                                                Vice President-Finance and
                                                Administration

EX-99

                                                                      Exhibit 99

                                  PRESS RELEASE


FOR IMMEDIATE RELEASE

         Neoware Board of Directors Names Michael Kantrowitz its Chairman

         KING OF PRUSSIA, Pa., September 30, 2002 -- Neoware Systems, Inc.
(NASDAQ: NWRE), the leading supplier of award-winning software, services, and
solutions for the Appliance Computing market, today announced that Michael
Kantrowitz, the Company's President and Chief Executive Officer, has been named
to the additional post of Chairman of the Board of Directors, effective October
1, 2002. Mr. Kantrowitz, who will remain as President and CEO, succeeds Arthur
Spector, who has been Chairman of the Company since its inception.

         "Mike has been the key architect of Neoware's growth over the past two
years, and along with his team, has transformed this Company into the recognized
leader in the Appliance Computing market," stated Arthur Spector, the current
Chairman of the Company's Board. "In naming Mike its Chairman, the Board wanted
to acknowledge his important role in the Company's significant achievements."

         After stepping down as Chairman on October 1, Mr. Spector will continue
to serve on the Company's Board for the remainder of his term. Mr. Spector and
Mr. Carl Sempier, both of whom were originally associated with ISAC, a venture
capital-backed company with which the Company merged in 1995, will not stand for
re-election to Neoware's Board of Directors at the Company's next annual
meeting, scheduled for December 2002.

         "Arthur's contributions to the Company have been significant, and we
greatly appreciate his years of service as Chairman of the Board," stated
Michael Kantrowitz, Neoware's President and CEO. "His leadership of the Board,
and Carl's thoughtful and experienced advice, have been invaluable to Neoware.
As our business continues to grow, this is an excellent time for Neoware to
bring similarly talented and seasoned individuals to our Board of Directors."

About Neoware

         Neoware provides software, services, and solutions to enable Appliance
Computing, a new 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: our recruitment of talented and seasoned directors; the
continued growth of our business, our position as the leading supplier of
software, products, services and solutions for the Appliance Computing market;
and the benefits of our business model. 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
our ability to identify qualified directors to fill the vacancies, our ability
to continue to lower our costs, our timely development and customers' acceptance
of our Appliance Computing products, including acceptance by IBM and NCD
customers, pricing pressures, rapid technological changes in the industry,
growth of the Appliance Computing market, increased competition, our ability to
attract and retain qualified personnel, our ability to identify and successfully
consummate future acquisitions; 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, 2002.

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