-----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, BNIGSUBVpQeMTf/w3YLaFeEQ4H+VAlWdD+ta+N+tvDBi3YST2az6Oi1h41RAjaOo z55kPNzyE2qzORNsSTMxbA== 0000950116-05-003175.txt : 20051011 0000950116-05-003175.hdr.sgml : 20051010 20051011144725 ACCESSION NUMBER: 0000950116-05-003175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051005 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051011 DATE AS OF CHANGE: 20051011 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: 051132274 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) October 5, 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)) Item 8.01 Other Events. On October 7, 2005, Neoware Systems, Inc. (the "Company") announced that on October 5, 2005 it entered into an Amended and Restated Asset Purchase Agreement ("Agreement") with TeleVideo, Inc. ("TeleVideo") to acquire substantially all of the assets of TeleVideo's thin client business, including intellectual property, customer lists, customer relationships and goodwill, and that it has completed the acquisition. The asset acquisition was completed for $3.35 million in cash, of which $300,000 will be held in escrow for twelve months for indemnification claims. The Company is not assuming any liabilities or acquiring inventory as a result of this transaction. The Agreement contained customary representations and warranties. 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 October 7, 2005. 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: October 11, 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 Exhibit 99.1 [GRAPHIC OMITTED] NEOWARE PRESS RELEASE FOR IMMEDIATE RELEASE NEOWARE COMPLETES ACQUISITION OF TELEVIDEO'S THIN CLIENT BUSINESS KING OF PRUSSIA, PA. - OCT. 7, 2005 - Neoware Systems, Inc. (Nasdaq: NWRE) today announced that it has completed its previously announced acquisition of TeleVideo, Inc.'s (OTC BB: TELV.PK) thin client business. Neoware acquired TeleVideo's thin client business, including intellectual property, customer lists, customer relationships, and goodwill. The asset acquisition was completed for $3.35 million in cash. Neoware did not assume any liabilities or acquiring inventory as a result of this transaction. Effective immediately TeleVideo customers have access to Neoware's broad range of thin client, software, and support options. ABOUT NEOWARE Neoware is a leading provider of enterprise software, thin client appliances, and related services that make computing more open, secure, reliable, affordable and manageable. By employing open technologies and eliminating the obsolescence built into standard personal computer architectures, Neoware helps enterprises leverage server-based computing architectures to increase security and reliability, enhance flexibility, as well as lower their total cost of ownership. 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. Its 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 personal computer. The company'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 TELEVIDEO A pioneering Silicon Valley company, TeleVideo, Inc. began in 1975 as the innovator and market leader of smart text terminals. Today, TeleVideo continues to innovate by developing and manufacturing Windows-based thin client hardware and software solutions. Designed for corporate and vertical IT professionals and end-users, TeleVideo's family of TeleCLIENT products allows for secured, manageable and cost-effective network computing in healthcare, business, government and more. For more information, please visit www.televideo.com. Neoware is a registered trademark of Neoware Systems Inc. All other names products and services are trademarks or registered trademarks of their respective holders. COMPANY CONTACT: Keith Schneck, Chief Financial Officer Neoware Systems Inc. (610) 277-8300, ext. 1072 E-MAIL: kschneck@neoware.com -----END PRIVACY-ENHANCED MESSAGE-----