-----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, I6FSXOe/Sxw5URmmDFpg5fkdj7NT6OGzzLpYocerA/ZJ0p2pdy7ADQnzHQcmPOgm Vuy7oivmSdYDELOvvhlXdw== 0000950116-99-001896.txt : 19991020 0000950116-99-001896.hdr.sgml : 19991020 ACCESSION NUMBER: 0000950116-99-001896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991007 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991019 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: SEC FILE NUMBER: 000-21240 FILM NUMBER: 99730663 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 FORM 8-K 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): October 7, 1999 NEOWARE SYSTEMS INC. (Exact name of registrant as specified in its charter)
Delaware 000-21240 232705700 - ---------------------------------------- ------------------------------------- ------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation)
400 Feheley Drive, King of Prussia, Pennsylvania --------------------------------------------------------- 19406 (Address of principal executive offices/Zip Code) Registrant's telephone number, including area code: (610) 277-8300 Former name, former address, and former fiscal year, if changed since last report: N/A Item 5. Other Events. On October 7, 1999, Neoware Systems, Inc. (the "Company") issued a press release, the text of which is attached hereto as Exhibit 99.1 and incorporated herein in its entirety, announcing the signing of a Definitive Agreement to acquire certain assets, assume certain liabilities and acquire the business of MTX, Inc. of Raleigh, North Carolina. In exchange, the Company will issue approximately 25,143,000 shares of its common stock resulting in MTX's shareholders owning 80% of the combined entity upon consummation of the transaction. Subject to approval by Neoware shareholders, the companies expect to complete the transaction by year-end or shortly thereafter. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following exhibit is filed herewith: Exhibit Number Description - -------------- ----------- 99.1 Registrant's press release, dated May 14, 1999 SIGNATURE 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. NEOWARE SYSTEMS INC. Date: October 19, 1999 By: -------------------------------------- Edward C. Callahan, Jr. President and Chief Executive Officer Date: October 19, 1999 By: -------------------------------------- Vincent T. Dolan Vice President and Chief Financial Officer EX-99.1 2 EXHIBIT 99.1 AT THE COMPANY Edward C. Callahan, Jr. Vincent T. Dolan President and CEO VP and CFO 610-277-8300 610-227-8300 October 7, 1999 NEOWARE SYSTEMS, INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE ASSETS OF MTX, INC. King of Prussia, PA, (October 7, 1999) -- Neoware Systems, Inc. (Nasdaq: NWRE) manufacturer of the award winning NeoStation(TM) line of Windows-based thin clients, today announced that it has signed a Definitive Agreement to acquire certain assets, assume certain liabilities and acquire the business of MTX, Inc. of Raleigh, North Carolina. In exchange, Neoware will issue approximately 25,143,000 shares of its common stock resulting in MTX's shareholders owning 80% of the combined entity upon consummation of the transaction. Subject to Neoware shareholder approval, the companies expect to complete the transaction by year-end or shortly thereafter. "Neoware is building on its technical leadership in the market for Windows-based terminals, which is projected to double in each of the next several years and become a billion dollar market," stated Edward C. Callahan, President and CEO of Neoware Systems, Inc. "Combining with MTX should provide the sales and marketing resources and the customer and prospect base for Neoware to gain a leading market position far more quickly than it could on its own." In calendar year 1998 MTX, which was formed in 1996 through the purchase of certain assets and the business of Memorex-Telex USA, generated revenues of approximately $60 million dollars. Neoware recently reported revenues of approximately $10.7 million dollars for its fiscal year ended June 30, 1999. "In addition to creating a company with a significant revenue stream, combining MTX's installed base of more than 1.5 million Memorex-Telex green screen terminals with Neoware's award-winning thin client technology should create a real force in our market," Callahan continued. "Neoware and MTX's product lines are very synergistic. Combining our strengths should make us a major contender for what is widely acknowledged to be the largest initial market for thin clients - the installed base of more than 39 million deployed green screen terminals." MTX, Inc., a subsidiary of The MATCO Group, Inc., a privately held company headquartered in Binghamton, New York, designs, manufactures and sells a broad array of computer related products, including fixed function displays, printers, Communications Servers and Windows-based and Network Computer Terminals. These products offer 3270-mainframe and 5250-midrange compatibility and have been designed to address the needs of MTX's extensive customer base and their migration from legacy based native coaxial, twinaxial, and token ring connectivity. MTX strengths include unique desktop solutions offering support of technologies in the IBM green screen market, including terminal emulation software and a patent on the "Coax-to-Ethernet Bridge". MTX sells its products under the MTX and Memorex-Telex brand names. "MTX has a sales organization of approximately 55 professionals deployed throughout the U.S., which will significantly augment Neoware's inside sales team, its Internet-based eStore and its channel partners," commented James T. Matthews, President of MTX, Inc. "We believe that MTX's products in the Mainframe and Midrange marketplace, our strong customer relationships, and extensive organization, coupled with Neoware's award-winning technology, should result in a new company that is strongly positioned to migrate companies into the emerging thin client paradigm over the next several years." The combined company will operate out of two principal locations, in King of Prussia, PA and Raleigh, N.C. Edward C. Callahan, Jr. will be the Chairman and CEO, based in King of Prussia. James T. Matthews will be the President and Chief Operating Officer, based in Raleigh. About Neoware Systems Inc. Neoware Systems is a leading provider of thin clients, designed to allow corporations to access their existing applications from a new class of computing device. Neoware's NeoStations are thin client Windows-based terminals designed to allow access to Windows-based applications running on multi-user Windows NT servers. They are designed as alternatives to dumb terminals or personal computers, offering lower up-front and administrative costs. Neoware's products are designed primarily to run Windows applications via a server such as Microsoft Windows NT Server Terminal Server Edition or Citrix MetaFrame, plus connect to mainframes, minicomputers and the Internet. 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. About MTX, Inc. MTX, Inc., headquartered near the Research Triangle Park in Raleigh, NC, is a privately held company providing Mainframe and Midrange Products, Network Integration, and Advanced Services. With more than 25 years of SNA/3270 and Midrange/5250 experience and an installed base of over 1.5 million desktop devices, MTX is a leading designer and manufacturer of inter-network solutions and its products are produced under the MTX and Memorex-Telex brand names. For more information about MTX, visit www.mtx.com. For Neoware Investors The statements in this press release relating to matters that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to, market acceptance of the synergies of the combined company, risks of integrating the combined company, customer acceptance of Neoware and MTX's line of thin client computers and other product lines, pricing pressures, the growth of the thin client computer marketplace, rapid technological changes in the industry and increased competition. These risks and uncertainties are described in reports and other documents, such as the company's Form 10-K, for the year ended June 30, 1999, and filed by Neoware with the Securities And Exchange Commission. # # # Neoware and NeoStation are trademarks of Neoware Systems, Inc. Windows is a registered trademark of Microsoft Corporation, MetaFrame is a trademark of Citrix Systems, Inc. All other brand names mentioned are trademarks or registered trademarks of their respective holders. -----END PRIVACY-ENHANCED MESSAGE-----