-----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, M9W52WOzW4ju2qaoY4F0Gx8eYJttt00Xxegb3VaqL1Cf5BB6OMFK5wOXvEVElWQO Zws/hsAUbXDaKH4jHNGgtw== 0000950116-05-001300.txt : 20050407 0000950116-05-001300.hdr.sgml : 20050407 20050407130911 ACCESSION NUMBER: 0000950116-05-001300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050401 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050407 DATE AS OF CHANGE: 20050407 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: 05738750 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, 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) April 1, 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)) Page 2 Item 8.01 Other Events. On April 3, 2005, Neoware Systems, Inc. (the "Company") announced that on April 1, 2005 it entered into an Share Purchase Agreement ("Agreement") with the shareholders of Qualystem Technology SAS, a French company, to acquire all of the outstanding shares of the company and that, pursuant to the Agreement, completed the acquisition. The Agreement contained customary representations and warranties. Qualystem develops and markets software that streams Windows(R) and application components on-demand from a server to personal computers. The consideration paid by the Company was EUR 3,000,000 in cash, EUR 550,000 of which will be held in escrow for up to twelve months for indemnification claims, plus transaction costs and a potential earn out of up to EUR 2,500,000 based upon performance. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The following document is filed as an exhibit to this report. 99.1 Press Release dated April 3, 2005. Page 3 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: April 7, 2005 Neoware Systems, Inc. --------------------- (Registrant) /s/ Keith D. Schneck -------------------- Keith D. Schneck Executive Vice President and Chief Financial Officer EX-99 2 ex99-1.txt EXHIBIT 99.1 [GRAPHIC OMITTED] [GRAPHIC OMITTED] neoware Qualystem Technology PRESS RELEASE NEOWARE ACQUIRES QUALYSTEM TECHNOLOGY S.A.S. On-Demand Streaming Software Extends Benefits of Neoware Enterprise Computing Solutions to Significantly Broader Market KING OF PRUSSIA, PA AND GENTILLY, FRANCE, APRIL 4, 2005 - Neoware Systems (Nasdaq: NWRE) today announced that it has acquired all of the outstanding shares of privately-held Qualystem Technology S.A.S., a software company based in Paris, France. Qualystem Technology develops and markets software that streams Windows(R) and application components on-demand from a server to personal computers. Neoware paid (euro) 3.0 million in cash, plus transaction costs and a potential earn-out based upon performance. "By acquiring Qualystem, Neoware can help enterprise customers improve the security and management of their desktops, while expanding Neoware's portfolio of software solutions," stated Michael Kantrowitz, Chairman and CEO of Neoware. "Their talented staff and innovative products enhance Neoware's software solutions while significantly broadening our market opportunity." On-demand streaming software allows an enterprise to change the way they manage and support desktop infrastructure to a more secure and reliable deployment. By streaming Windows operating systems and applications from a server to a PC as users need them, the software provides users with all of the power of a PC without compromise, and with lower cost, improved security and reliability, as well as easier manageability. This innovative software can be configured so that users can add their own applications, or for IT staff to prevent unnecessary or unauthorized applications from being installed. As a result, the enterprise has flexibility and choice for deployment, ultimately improving the reliability of the local desktop environment for both users and administrators. Additionally, on-demand streaming software improves the economics of PC ownership since it creates a virtual hard-drive on the server. This approach reduces the costs of managing traditional PC desktops, and increases the productivity of system administration. More information on this exciting technology is available at www.qualystem.com and www.neoware.com. - ------------------ --------------- It is Neoware's intent to provide these new software products under the Neoware brand to customers later this year. "The acquisition of Qualystem by Neoware continues to illustrate Neoware's focus and dedication to leading software solutions for the server-based computing market," commented Yves Gattegno, co-founder of Qualystem Technology. "Neoware is a financially strong and innovative technology leader that provides the opportunity to further develop, enhance, and leverage on-demand streaming software technology and deliver it to a large number of enterprise customers." ABOUT NEOWARE Neoware (NASDAQ:NWRE) is a leading provider of enterprise software, thin client appliances, and related services that make computing more open, secure, reliable, affordable and manageable. Neoware was recently ranked America's eighth fastest-growing company by Fortune Magazine. By leveraging open technologies and eliminating the obsolescence that is built into standard PC architectures, Neoware enables enterprises to leverage server-based computing architectures to increase security, flexibility and choice, as well as lower up-front and total costs. Neoware's software products enable enterprises to gain control of their desktops, stream software on-demand, and to integrate mainframe, midrange, UNIX and Linux applications with Windows(R) environments and the web. Neoware's thin client appliances and software enable enterprises to run applications on servers and to 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 global development, services, and support provide customers with customized solutions that facilitate their specialized computing needs. 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's global headquarters is in King of Prussia, PA. ABOUT QUALYSTEM Qualystem Technology S.A.S., founded in 1999, develops and markets innovative software than streams Windows(R) operating systems and applications to diskless PCs on demand, improving security, enhancing manageability, and lowering the cost of computing, while increasing availability compared to traditional personal computers and servers. More information on Qualystem is available at www.qualystem.com. ----------------- Neoware is a registered trademark of Neoware Systems, Inc. Qualystem is a registered trademark of Qualystem Technology SAS. 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: the expansion of our portfolio of software solutions; our significantly broadened market opportunity as a result of the acquisition; our continued focus and dedication to leading software solutions for server-based computer market; and the opportunity to further develop and enhance on-demand streaming software technology and to deliver it to enterprise customers. 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 successfully integrate Qualystem, including the retention of Qualystem's existing customers; our timely development and customers' acceptance of our products, including the former Qualystem products; our ability to continue to lower our costs; pricing pressures; rapid technological changes in the industry; growth of the Appliance Computing, host access, Linux solutions and on-demand streaming software markets; increased competition; our ability to attract and retain qualified personnel, including the former Qualystem employees; 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. # # # FOR: FOR: Neoware Systems, Inc. Qualystem Technology S.A.S. 400 Feheley Drive 12, avenue Raspail King of Prussia, PA 19406 F 94250 Gentilly CONTACT: CONTACT: Keith Schneck Serge Guissani Chief Financial Officer Director, LAN-PC products (610) 277-8300, ext. 1072 +33 (0) 149 080 512 EMAIL: kschneck@neoware.com email: serge.guissani@qualystem.com -------------------- Sharon O'Shea Elsa Teillet V.P. Marketing Communications Marketing Coordinator (610) 277-8300, ext. 1743 +33 (0) 1 49 080 512 EMAIL:sharon.oshea@neoware.com EMAIL: marcom@qualystem.com ------------------------ -------------------- -----END PRIVACY-ENHANCED MESSAGE-----