8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 21, 2005

Neoware Systems, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-21240	23-2705700
(Commission File Number)	(IRS Employer Identification No.)
400 Feheley Drive, King of Prussia, Pennsylvania	19406
(Address of Principal Executive Offices)	(Zip Code)

(610) 277-8300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01.          Entry into a Material Definitive Agreement.

On February 22, 2005, the Company entered into an employment offer letter with Roy J. Zatcoff defining the terms of his employment with the Company as Executive Vice President.  Mr. Zatcoff will receive an annual base salary of $260,000 and will be eligible for an annual executive bonus of up to $125,000, or greater at the sole discretion of the Company’s Stock Option and Compensation committee, based on quarterly and annual revenue and profitability goals and individual performance.  In addition, the Company has agreed to grant to Mr. Zatcoff stock options to purchase 140,000 shares of the Company’s common stock, which will have a term of 10 years, will vest in four equal annual installments commencing one year after grant and will have an exercise price equal to the closing sales price of the common stock on the date of grant.

Under the terms of the letter, in the event of a “change in control” (as defined in the Company’s 2004 Equity Incentive Plan), if Mr. Zatcoff is not offered a comparable position by the Company or the acquirer, or if he does not accept employment in any other capacity offered by the acquirer, the Company will continue to pay his base salary and the Company’s portion of his health care costs under COBRA for one year, pay an amount equal to the average of the annual bonus that he earned over the prior three years, and vest any of his outstanding stock options.  In the event that Mr. Zatcoff is offered a comparable position following a change in control, or he accepts employment in any other capacity offered by the acquirer, Mr. Zatcoff will be entitled to receive the economic benefits of the vesting of any outstanding stock options one year after the change in control, provided that he is still working for the Company or the acquirer at that time.

In connection with Mr. Zatcoff’s appointment, the Stock Option and Compensation Committee determined that upon Mr. Zatcoff’s commencement of employment it would offer the following benefits to Eric N. Rubino, Chief Operating Officer, Keith D. Schneck, Chief Financial Officer, Peter Bolton, Executive Vice President, and three additional officers of the Company.  Should the individual’s employment be terminated as a result of a change in control, the Company will continue to pay his base salary and the Company’s portion of his health care costs under COBRA for one year, and will pay an amount equal to the average of the annual bonus that he earned over the prior three years. 

The foregoing description of the material terms of Mr. Zatcoff’s employment offer letter is qualified in its entirety by reference to the employment offer letter which is filed as Exhibit 10.1 hereto.

Item 5.02.          Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 21, 2005, the Company announced that effective on that date it had appointed Roy J. Zatcoff as Executive Vice President in charge of worldwide marketing and development. Immediately prior to joining the Company, Mr. Zatcoff held the position of Chief Operating Officer of Primavera Systems, Inc., a privately held company that develops and sells project management software systems.  From 1986 to 2003, Mr. Zatcoff held a variety of senior management and officer level positions at SCT Corporation, a public company that developed

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and sold enterprise software in several specialized vertical markets.   Those positions included Executive Vice President of SCT Corporation from 2002 through 2003, President - SCT Manufacturing Systems from 1998 through 2002, President - SCT Education Systems from 1995 through 1998, and Vice President of Product Development from 1986 through 1994.  Mr. Zatcoff is 49 years old and holds a degree in Computer Science from Rensselaer Polytechnic Institute. 

See Item 1.01 for a description of Mr. Zatcoff’s employment offer letter, which is incorporated herein by reference.

Item 9.01.          Financial Statements and Exhibits.

(c) Exhibits. The following documents are filed as exhibits to this report.

10.1	Employment offer letter dated February 22, 2005 from Neoware Systems, Inc. to Roy J. Zatcoff.
10.2	Summary of Certain Change in Control Benefits for Designated Officers of Neoware Systems, Inc.
99.1	Press Release dated March 21, 2005.

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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 hereunto duly authorized.

Dated:  March 21, 2005	Neoware Systems, Inc.
	(Registrant)
	/s/ Keith D. Schneck
	Keith D. Schneck
	Executive Vice President and Chief Financial Officer

EX-10

EXHIBIT 10.1

February 22, 2005

Mr. Roy J. Zatcoff

423 Leah Drive

Ft. Washington, PA 19034

Dear Roy:

I am pleased to offer you the position of Executive Vice President of Neoware Systems, Inc. ( the “Company”), responsible for marketing and development of all Company products worldwide. In addition to this specific role, you will be a senior member of the Company’s Executive management team and participate in the overall management of Neoware to meet the Company’s objectives.  

In your capacity as Executive Vice President, you will be responsible for product marketing, marketing communications and product development for all Neoware products worldwide.  Your objectives will be to drive the development of Neoware products, integrate worldwide development teams, determine target markets and customers, develop and communicate key benefits of Neoware products, direct entry into new market and product areas and manage departmental budgets for all marketing and development functions worldwide. 

The base salary for your position is $10,000 payable every two weeks, and you will be eligible for 28 days of PTO annually, as described in the employee manual. 

In addition to your base salary, you will be eligible for an executive bonus of up to $125,000 annually based upon the Company meeting its quarterly and annual revenue and profitability goals, as well as your individual performance, as determined by Neoware’s CEO and its Stock Option and Compensation Committee. This annual executive bonus amount can be increased or decreased at the option of the Committee should you or the Company significantly exceed or fail to achieve these goals. These goals may be adjusted from time to time at the discretion of the Company’s CEO or the Committee. To be eligible for this bonus you must be employed by the Company on the date the bonus is paid.  For the first fiscal year of your employment, you will be eligible to participate in Neoware’s bonus program on a pro-rata basis based upon the number of days actually worked during the fiscal year.

In connection with your employment, Neoware will grant to you options to purchase 140,000 shares of stock in the Company with an exercise price equal to the closing price on your date of hire, as detailed in your Award Agreement.  These ten-year options will consist of a combination of ISO and non-qualified options vesting over four years, with twenty-five percent of the options vesting on each of the first four anniversaries subsequent to your start date. As we have discussed, we expect your first date of employment to be the 20^th of March, 2005, or sooner.

You understand that this letter is not an employment agreement, and that you are an employee at will.  This means that your employment can be terminated with or without cause, and with or without notice, at any time, at the option of either Neoware or you, except as otherwise provided by law.  In the event of a “Change of Control”, should you not be offered a comparable position by the Company or the acquirer, or if you do not accept, in your sole discretion, employment in any other capacity offered by the acquirer, Neoware will agree to: 1) continue to pay your base salary for a period of one year from the date of termination; 2) pay you an amount equal to the average of the annual bonus that you earned over the prior three years; 3) pay for the Company’s portion of your health care costs under COBRA for one year; and 4) vest any outstanding stock options granted to you.  In the event that you are offered a comparable position following a Change in Control, or you accept, in your sole discretion, employment in any other capacity offered by the acquirer, Neoware will vest your outstanding stock options in such a manner that you receive the economic benefits of this vesting one year after the Change in Control, provided you are still working for the Company or the acquirer at that time.  The mechanics of such vesting will be determined based on the structure of the Change in Control transaction. For the purposes of this offer letter, “Change in Control” shall have the meaning set forth in Section 2.4 of the Company’s 2004 Stock Option Plan.

In connection with this offer of employment, you agree to sign Neoware’s standard non-disclosure and non-solicitation agreement at the time of your acceptance of this offer, which is attached.

I look forward to you joining Neoware and to your contributions to the Company’s success. Please feel free to contact with any questions.

Very truly yours,

/s/ Michael Kantrowitz

Michael Kantrowitz

Chairman and CEO

Neoware Systems, Inc.

Accepted:

/s/ Roy J. Zatcoff

Roy J. Zatcoff

Date: February 22, 2005

EX-10

EXHIBIT 10.2

SUMMARY OF CERTAIN CHANGE IN CONTROL BENEFITS FOR
DESIGNATED OFFICERS OF NEOWARE SYSTEMS, INC.

On March 21, 2005, the Stock Option and Compensation Committee of Neoware Systems, Inc. (the “Company”) determined that Eric N. Rubino, Chief Operating Officer, Keith D. Schneck, Chief Financial Officer, Peter Bolton, Executive Vice President, and three additional officers of the Company would receive the following benefits in the event of a “change in control” of the Company (as defined in the Company's 2004 Equity Incentive Plan). Should the individual’s employment be terminated as a result of a change in control, the Company will continue to pay his base salary and the Company’s portion of his health care costs under COBRA for one year, and will pay an amount equal to the average of the annual bonus that he earned over the prior three years.

EX-99

EXHIBIT 99.1

                                                                               PRESS RELEASE

Neoware Appoints Roy Zatcoff as Executive Vice President

     KING OF PRUSSIA, Pa., March 21, 2005– Neoware Systems, Inc. (Nasdaq:NWRE), the leading supplier of software, services and thin client appliances, today announced that it has appointed Roy Zatcoff as Executive Vice President, responsible for worldwide marketing and product development.

     Mr. Zatcoff brings over 25 years of senior executive management experience in high growth technology companies, including positions as Executive Vice President of SCT Corporation and President of two of its operating units. Following the sale of SCT in 2003, he served as Chief Operating Officer of Primavera Systems Inc., a privately-held software company. During his career, Mr. Zatcoff has been responsible for a variety of engineering, marketing, and general management functions, including product development, business operations, acquisitions and integration of acquired operations.

     The addition of Mr. Zatcoff will strengthen Neoware’s global marketing and its position as technology leader in the thin client appliance segment of the PC market, and will facilitate the integration of Neoware’s recent acquisitions.

     “As Neoware’s opportunities grow, we’ll continue the strategy of attracting and hiring the best talent to our team, since we believe that Neoware’s success will continue to be the direct result of the skills and efforts of our people,” commented Michael Kantrowitz, Neoware’s Chairman and CEO. “Roy brings Neoware significant experience in general management, marketing and product development, and we look forward to his contributions.”

     “Neoware is in the right place at the right time, and I believe that I can assist the company in achieving its aggressive goals,” commented Roy Zatcoff, Neoware’s new Executive Vice President. “With industry leading products and technology, continual growing demand for thin-client solutions, and our significant financial resources, Neoware is poised to build on its strong record of success.”

About Neoware

Recently ranked America’s eighth fastest-growing company by Fortune Magazine, Neoware is a leading provider of software, services, and thin client appliances that make computing more open, secure, reliable, affordable and manageable. By leveraging open technologies and eliminating the obsolescence that is built into standard PC architectures, Neoware enables enterprises to leverage server-based computing to provide increased flexibility and choice, as well as lower up-front and total costs.

Neoware’s software products enable enterprises to gain control of their desktops, and to integrate mainframe, midrange, UNIX and Linux applications with Windows® and the web. Neoware’s thin client appliances and software enable enterprises to run applications on servers, and display them across wired or wireless networks on secure, managed, reliable appliances that cost as little as one-fourth the price of today’s typical business PC.

Neoware’s products are available worldwide from IBM, as well as from select, knowledgeable resellers. More information about Neoware can be found on the Web at http://www.neoware.com or via email at info@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: Mr. Zatcoff’s ability to strengthen our global marketing and our position as technology leader and to facilitate the integration of recent acquisitions; the future hiring of talented personnel; and our future growth . 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 continue to lower our costs; pricing pressures; rapid technological changes in the industry; growth of the thin client computing segment of the PC market; growth of the host access software market; increased competition; our ability to attract and retain qualified personnel, including Mr. Zatcoff; our ability to successfully integrate our recent acquisitions; our ability to identify and successfully consummate and integrate 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, 2004 and Forms 10-Q for the quarters ended September 30, 2004 and December 31, 2004.

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