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): July 8, 2003
                                                           ------------


                              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)                                      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.

         See Item 9.

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

(c) Exhibits.

         Exhibit No.        Description of Exhibits
         -----------        -----------------------
            99              Press release dated July 8, 2003


Item 9.  Regulation FD Disclosure

         The following Information is provided under Item 12 of Form 8-K in
accordance with Release No. 33-8216.

         On July 8, 2003, Neoware Systems, Inc. (the "Company") issued a press
release announcing preliminary results for the fiscal quarter and year ended
June 30, 2003. The full text of the press release is set forth in Exhibit 99
hereto. Pursuant to General Instruction B.6 of Form 8-K, the third paragraph of
the press release is not filed for purposes of Section 18 of the Securities
Exchange Act of 1934 but is instead furnished as provided by that instruction
and incorporated herein by reference. The balance of the press release is filed
in accordance with Item 5 and incorporated therein by reference.







                                   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: July 9, 2003               By: Keith D. Schneck,
                                     ------------------------------------------
                                     Keith D. Schneck, Executive Vice president
                                     and Chief Financial Officer

EX-99

                                                                      Exhibit 99

[GRAPHIC OMITTED]                                                  PRESS RELEASE



FOR IMMEDIATE RELEASE


    Neoware Q4 Revenues And Gross Margins Expected to Exceed Company Guidance


         King of Prussia, PA, July 8, 2003 -- Neoware Systems (Nasdaq:NWRE), the
leading supplier of software, services and thin client appliances, announced
today that its revenues and gross margins for the fourth quarter ended June 30,
2003 are expected to exceed the Company's prior guidance.

         Based upon preliminary results and subject to the completion of the
Company's year-end audit, revenues for the quarter ended June 30, 2003 are
expected to exceed $15.3 million, compared to prior guidance of up to $14.3
million. Gross margin is expected to exceed 44% - surpassing the top end of the
Company's previous guidance range. For the year ended June 30, 2003, revenues
are expected to exceed $57 million, an increase of more than 66% from $34.3
million in the prior fiscal year.

         "This was a strong quarter for Neoware, with higher revenue than our
previous guidance, and continued strong gross margins," stated Michael
Kantrowitz, Neoware's Chairman and CEO. "We delivered excellent results across
all sales channels in the United States and Europe, including through our
alliance with IBM. Although our quarterly results can vary as a result of the
timing of individual transactions, we are entering the current year with
excellent momentum, which should translate into continued strong revenue growth.
We believe that the acquisition of the teemtalk product line from Pericom
Software, which closed on July 1, 2003, strategically enhances our product
offerings and augments our ability to continue to grow revenues profitably in
the current fiscal year."

         Neoware will announce the exact date and time of its fourth quarter and
year-end earnings release and conference call in early August.




About Neoware

         Neoware provides software, services, and solutions to enable Appliance
Computing, a proven 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, maintenance, and administrative costs than proprietary or
PC-based alternatives.

         More information about Neoware can be found on the Web at
http://www.neoware.com or via email at invest@neoware.com. Neoware is based in
King of Prussia, PA.

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

         This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding our expected revenue and gross margins for the quarter and
year ended June 30, 2003, our expectation of continued strong revenue growth in
the coming year and the future performance of the teemtalk product line,
including its effect on our ability to continue to grow revenues profitably.
These forward-looking statements involve risks and uncertainties. Factors that
could cause actual results to differ materially from those predicted in such
forward-looking statements include the final results of our results for the
quarter and year ended June 30, 2003, the timing and receipt of future orders,
our ability to successfully integrate the Pericom host access software business,
including the retention of Pericom's existing customers, our timely development
and customers' acceptance of our products, including the former Pericom product,
increases in costs, 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, our ability to identify and successfully consummate and
integrate future acquisitions, 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 reports on Form 10-K for the year ended June 30, 2002 and Form 10-Q for
the quarter ended March 31, 2003.

                                      # # #

Investor Relations Contact:                 For:
Cameron Associates                          Neoware Systems, Inc.
Kevin McGrath                               Keith Schneck, CFO
(212) 245-8800 x203                         (610) 277-8300
email: kevin@cameronassoc.com               email: invest@neoware.com