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 10, 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.

         On July 10, 2003, Neoware Systems, Inc., a Delaware corporation
("Neoware"), entered into Securities Purchase Agreements with a limited number
of institutional accredited investors pursuant to which Neoware agreed to sell,
and the investors agreed to purchase, an aggregate of 1,500,000 shares of
Neoware's Common Stock for an aggregate purchase price of $26,250,000, in a
private placement transaction.



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

(c)      Exhibits.

         Exhibit No.           Description of Exhibits
         -----------           -----------------------

         99                    Press release dated July 10, 2003







                                   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 10, 2003                 By: Keith D. Schneck
                                         ------------------
                                      Keith D. Schneck, Executive Vice President
                                      and Chief Financial Officer

EX-99

                                                                      Exhibit 99

[GRAPHIC OMITTED: Neoware Logo]
                                                                   PRESS RELEASE


               Neoware Systems Announces Private Equity Financing


         KING OF PRUSSIA, PA, July 10, 2003 -- Neoware Systems, Inc.
(Nasdaq:NWRE), the leading supplier of software, services, and thin client
appliances, announced today that it has entered into agreements to sell shares
of its common stock to institutional investors.

         The agreements reflect a private placement transaction for 1.5 million
shares at a per share price of $17.50, which represents a premium of 10% to the
Company's average closing price over the preceding 15-day period. C.E.
Unterberg, Towbin and Emerging Growth Equities, Ltd. acted as placement agents
for the offering.

         The Company expects to use the net proceeds of the financing to
replenish funds that were used in connection with its acquisition of the Pericom
host access software business and for potential future acquisitions.

         The offer and sale of the securities being sold by Neoware in the
private placement have not been and will not be registered under the Securities
Act of 1933, as amended, and may not be offered or sold absent registration,
unless an exemption from applicable registration requirements is available.
However, the Company has agreed to file a registration statement for the resale
of the shares of common stock. This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities.


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 is a registered trademark 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 completion of the private placement and future acquisitions. 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 our inability to consummate the private
placement, timing and receipt of future orders, our timely development and
customers' acceptance of our products, 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)245-8000 x 203                                    (610)277-8300
email: kevin@cameronassoc.com                          email: invest@neoware.com
       ----------------------                                 ------------------