-----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, NEM4lspV4mpmYdlOvAlW2N39XeOsrDu+4txfvOtbIw0w8zPXagRljYNl69m2rtVH HgX7aaWxip2mdhz+DIhr5g== 0000950116-99-002098.txt : 19991117 0000950116-99-002098.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950116-99-002098 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-21240 FILM NUMBER: 99755218 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 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 10-Q ----------------------- (Mark One) __X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended September 30, 1999 _____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission File Number: 000-21240 -------------------------------- NEOWARE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 23-2705700 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 400 Feheley Drive King of Prussia, Pennsylvania 19406 (Address of principal executive offices) (610) 277-8300 (Registrant's telephone number including area code) --------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of November 10, 1999, there were outstanding 6,295,810 shares of the Registrant's Common Stock. NEOWARE SYSTEMS, INC. INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Unaudited Consolidated Financial Statements: Consolidated Balance Sheets: September 30, 1999 and June 30, 1999 3 Consolidated Statements of Operations: Three Months Ended September 30, 1999 and 1998 4 Consolidated Statements of Cash Flows: Three Months Ended September 30, 1999 and 1998 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 2 NEOWARE SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30, June 30, ASSETS 1999 1999 ------ -------------- --------------- CURRENT ASSETS: Cash and cash equivalents $ 1,278,028 $ 1,470,906 Accounts receivable, net of allowance for doubtful accounts of $219,014 and $168,710 2,665,151 2,586,693 Inventories 1,163,796 1,324,424 Prepaid expenses and other 303,402 264,322 -------------- --------------- Total current assets 5,410,377 5,646,345 PROPERTY AND EQUIPMENT, net 387,401 438,367 NOTE RECEIVABLE 700,000 700,000 CAPITALIZED AND PURCHASED SOFTWARE, net 495,005 541,185 -------------- --------------- $ 6,992,783 $ 7,325,897 ============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Line of credit -- $ 143,000 Accounts payable $ 1,977,871 1,654,926 Accrued expenses 953,213 1,106,388 Deferred revenue 307,890 319,672 --------------- --------------- Total current liabilities 3,238,974 3,223,986 --------------- --------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued and outstanding -- -- Common stock, $.001 par value, 50,000,000 shares authorized, 6,285,782 shares issued and outstanding 6,285 6,285 Additional paid-in capital 10,178,358 10,178,358 Accumulated deficit (6,430,834) (6,082,732) --------------- --------------- Total stockholders' equity 3,753,809 4,101,911 -------------- --------------- $ 6,992,783 $ 7,325,897 ============== ===============
The accompanying notes are an integral part of these financial statements. 3 NEOWARE SYSTEMS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended September 30, --------------------------------- 1999 1998 ---- ---- NET REVENUES $ 2,639,515 $ 2,179,293 COST OF REVENUES 2,028,903 1,770,903 --------------- --------------- Gross profit 610,612 408,390 --------------- --------------- OPERATING EXPENSES: Sales and marketing 361,209 535,570 Research and development 182,939 243,429 General and administrative 435,976 588,076 --------------- --------------- Total operating expenses 980,124 1,367,075 --------------- --------------- Operating loss (369,512) (958,685) INTEREST (INCOME) EXPENSE, NET (21,410) 14,690 --------------- --------------- Loss before income taxes (348,102) (973,375) INCOME TAX BENEFIT - - --------------- --------------- NET LOSS $ (348,102) $ (973,375) =============== =============== BASIC AND DILUTED LOSS PER SHARE $ (.06) $ (.16) =============== =============== Weighted average number of shares used in basic and diluted loss per share computation 6,285,782 6,264,258 =============== ===============
The accompanying notes are an integral part of these financial statements. 4 NEOWARE SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended September 30, ------------------------------ 1999 1998 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (348,102) $ (973,375) Adjustments to reconcile net loss to net cash provided by (used in) operating activities- Depreciation and amortization 121,251 163,030 Amortization of deferred compensation -- 13,026 Changes in operating assets and liabilities- (Increase) decrease in: Accounts receivable (78,458) 2,458,221 Inventories 160,628 278,881 Prepaid expenses and other (39,080) (4,195) Increase (decrease) in: Accounts payable 322,945 (964,897) Accrued expenses (153,175) (128,348) Deferred revenue (11,782) (8,000) ------------ ------------ Net cash provided by (used in) operating activities (25,773) 834,343 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (2,970) (936) Capitalized software (21,135) (60,551) ------------ ------------ Net cash used in investing activities (24,105) (61,487) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) under line of credit (143,000) (1,652,000) ------------ ------------ Net cash used in financing activities (143,000) (1,652,000) ------------ ------------ DECREASE IN CASH AND CASH EQUIVALENTS (192,878) (879,144) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,470,906 1,302,984 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,278,028 $ 423,840 ============ ============ SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 7,559 $ 27,505
The accompanying notes are an integral part of these financial statements. 5 NEOWARE SYSTEMS, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION: The accompanying unaudited consolidated financial statements of Neoware Systems, Inc. and Subsidiaries (the "Company") have been prepared in conformity with generally accepted accounting principles. The interim financial information, while unaudited, reflects all normal recurring adjustments which are, in the opinion of management, necessary to present a fair statement of financial position and operating results for the interim periods presented. The results of operations for the three month period ended September 30, 1999 are not necessarily indicative of results expected for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission. 2. REVENUE RECOGNITION AND MAJOR CUSTOMERS: Product revenue is recognized at the time of title transfer, which ordinarily occurs at the time of shipment. From time to time, customers request delayed shipment, usually because of customer scheduling for systems integration and lack of storage space at customers' facility during the implementation. In such "bill and hold" transactions, the Company recognizes revenues when the following conditions are met: the equipment is complete, ready for shipment and segregated from other inventory; the Company has no further significant performance obligations in connection with the completion of the transaction; the commitment and delivery schedule is fixed; the customer requested the transaction be completed on this basis; and the risks of ownership have passed to the customer. Revenues recognized from "bill and hold" transactions for products which had not shipped by September 30, 1999 and 1998 were $394,000 and $505,000, respectively. Accounts receivable relating to "bill and hold" transactions were $96,000 and $626,000 at September 30, 1999 and 1998, respectively. Service contract revenue is recognized ratably over the contract period. Product warranty costs and an allowance for sales returns are accrued at the time revenues are recognized. Net revenues from no individual customer exceeded 10% of total net revenues for the three months ended September 30, 1999. Net revenues from one customer represented 12% of total net revenues for the three months ended September 30, 1998. At September 30, 1998, the Company had receivables from this customer of approximately $231,000. 3. INVENTORIES: Inventories are stated at the lower of cost or market (first-in, first-out method) and consisted of the following: September 30, June 30, 1999 1999 --------------- --------------- Purchased components and subassemblies $ 605,524 $ 732,026 Work-in-process 108,682 129,972 Finished goods 449,590 462,426 ----------- ----------- $ 1,163,796 $ 1,324,424 =========== =========== 6 4. NOTE RECEIVABLE: In October 1997, the Company merged ITC, a wholly-owned subsidiary, into Broadreach in exchange for a 2% stock interest in Broadreach Consulting, Inc. and the reimbursement of $1,000,000 of expenses incurred by the Company in connection with its efforts to make certain acquisitions in the information technology consulting and staffing field. Of the total reimbursement, $300,000 was paid in cash and the remaining $700,000 under a note which is due on the earlier of three years or upon the completion of the initial public offering of Broadreach. The note bears interest at 8% per year. 5. LINE OF CREDIT: The Company has a line of credit agreement with a bank which provides for borrowings up to $2,000,000 subject to certain limitations, as defined. The line of credit matures on December 31, 1999. Borrowings under the credit agreement bear interest at the bank's prime rate plus 2.00%(9.75% at September 30, 1999). The line of credit is collateralized by substantially all of the assets of the Company. The line of credit agreement requires the Company to maintain certain financial ratios and meet other financial conditions, as defined. At September 30, 1999, the Company was not in compliance with certain of its financial covenants. The bank has subsequently agreed to waive such noncompliance. In connection with such waiver, the Company has agreed to maintain cash collateral equal to the amount outstanding under the line from time to time but not less than $400,000. 6. EARNINGS PER SHARE: The Company applies SFAS No. 128, "Earnings per Share", which supersedes APB Opinion No. 15, "Earnings per Share". SFAS 128 requires dual presentation of basic and diluted earnings per share (EPS) for complex capital structures on the face of the statement of operations. Basic EPS is computed by dividing income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution from the exercise or conversion of securities into common stock, such as stock options. For the three month periods ended September 30, 1999 and 1998, there were no dilutive effects of stock options or warrants as the Company incurred a net loss. Options and warrants to purchase 7,109,329 shares of Common Stock at prices ranging from $.84 to $7.13 per share were outstanding at September 30, 1999. 7. PENDING ACQUISITION: On October 7, 1999, the Company signed 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 shareholder owning 80% of the combined entity upon consummation of the transaction. Subject to Neoware shareholder approval and other conditions, the companies expect to complete the transaction by year-end or shortly thereafter. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Introduction Neoware Systems, Inc. (the "Company") designs, manufactures and markets a family of Windows-based terminals and thin client computers that allow users to access Windows-based applications from a multi-user Windows NT server, plus connect to mainframes, minicomputers and the Internet. The Company's NeoStation family of Windows-based terminals and related software allows users to utilize substantially all of their existing computer systems and applications running on Windows platforms, UNIX, mainframes and minicomputers, and access them across a network. The Company's current strategy is to become a leader in the Windows-based terminal and thin client computer market by focusing on expanding its software products and its thin client computer hardware. The Company plans to continue to develop strategic partnerships on the basis of technology and/or expanding its sales and distribution channels. The Company sells its products in North America directly to end users and through value added resellers, system integrators, OEMs and the Internet. Pending Acquisition On October 7, 1999, the Company signed 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 shareholder owning 80% of the combined entity upon consummation of the transaction. Subject to Neoware shareholder approval and other conditions, the companies expect to complete the transaction by year-end or shortly thereafter. 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 product 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. 8 Results of Operations The following table sets forth, for the periods indicated, certain items from the Company's unaudited consolidated statements of operations as a percentage of net revenues. Three Months Ended September 30, 1999 1998 ------ ------ Gross Profit 23.1% 18.7% Operating expenses Sales and marketing 13.7 24.5 Research and development 6.9 11.2 General and administrative 16.5 27.0 ----- ----- Operating loss (14.0) (44.0) Interest (income) expense, net .8 (0.7) ----- ----- Loss before taxes (13.2) (44.7) Income tax benefit -- -- ----- ----- Net loss (13.2)% (44.7)% ===== ===== Net revenues for the three months ended September 30, 1999 increased to $2,639,515 from $2,179,293 for the comparable period in the prior fiscal year. The increase in net revenues was attributable to a substantial increase in sales to new customers. The Company is subject to significant variances in its quarterly operating results because of the fluctuations in the timing of the receipt of large orders. The Company's gross profit as a percentage of net revenues increased to 23.1% for the three months ended September 30, 1999 from 18.7% for the comparable period of the prior fiscal year. The change in gross profit percentage was a result of fixed overhead costs representing a lower percentage of revenue and a more favorable product mix. The Company anticipates that its gross margin percentage will vary from quarter to quarter depending on the mix of business, including the mix of hardware and software revenues. The gross profit margin also varies in response to competitive market conditions as well as periodic fluctuations in the cost of memory and other significant components. The market in which the Company competes remains very competitive and although the Company intends to continue its efforts to reduce the cost of its products, there can be no certainty that the Company will not be required to reduce prices of its products without compensating reductions in the cost to produce its products in order to increase its market share or to meet competitors' price reductions. Operating expenses for the three months ended September 30, 1999 were $980,124, a decrease of $386,951 from operating expenses of $1,367,075 in the comparable period of the prior fiscal year. Sales and marketing expenses decreased by $174,361 to $361,209 for the three months ended September 30, 1999 as compared to $535,570 for the prior year. The decrease reflects the impact of the restructuring of its international and domestic sales force. During the three months ended September 30, 1998, the Company terminated its relationship with its U.S. distributor. The Company believes that the elimination of a level of distribution will allow it to price its products more competitively without a negative impact on gross profit. The Company is using a low cost telesales channel to complement its current sales efforts and is selling to value added resellers. Research and development expenses for the three months ended September 30, 1999 decreased by $60,490 to $182,939 from $243,429 in the prior year primarily as a result of staffing changes and a reduction in the use of outside consultants and services. General and administrative expenses decreased to $435,976 for the three months ended September 30, 1999 from $588,076 in the prior year due primarily to the Company's cost reduction efforts. The Company realized net interest income of $21,410 for the quarter ended September 30, 1999 as compared to net interest expense of $14,690 for the 1998 9 quarter. The decline in interest expense was primarily due to decreased borrowings under the Company's line of credit combined with the collection of recoverable income taxes of $1,121,554 in fiscal 1999 and the proceeds of $406,930 from the sale of its equity investment in Broadreach and the investment of such funds in interest bearing accounts. No income tax benefit was recognized in the 1999 or 1998 periods as a result of the net operating losses incurred during the periods as there is no assurance at this time that the benefit of the net operating loss carryforwards will be realized. For the three months ended September 30, 1999, the Company's net loss was $348,102 as compared to a net loss of $973,375 for the comparable period in the prior year. The decrease in net loss was attributable to increased revenues and gross margin combined with a decrease in operating expenses and interest expense. Liquidity and Capital Resources At September 30, 1999, the Company had net working capital of $2,171,403 composed primarily of cash and cash equivalents, accounts receivable and inventory. The Company's principal sources of liquidity include $1,278,028 of cash and cash equivalents and a $2,000,000 bank line of credit facility, all of which was available as of September 30, 1999. The facility is secured by a first lien security interest on all tangible and intangible personal property of the Company and separate pledges of investment property owned by Neoware Investments, Inc. and Neoware Licensing, Inc., each of which is a wholly-owned subsidiary of the Company. The facility agreement also provides that borrowings under the line will be based on the amount of eligible accounts receivable, as defined. Interest on the line of credit facility accrues at the bank's prime rate plus two percent (2%), with interest payable monthly, and all principal and interest due and payable on December 31, 1999. At September 30, 1999, the Company was not in compliance with certain of its financial covenants and the bank has granted a waiver of such non-compliance. In connection with such waiver, the Company has agreed to maintain cash collateral equal to the amount outstanding under the line from time to time but not less than $400,000. Cash and cash equivalents decreased by $192,878 during the quarter ended September 30, 1999, primarily as a result of repayments under the line of credit. The Company used cash from operations of approximately $26,000 for the three months ended September 30, 1999 versus generating cash of approximately $834,000 for the three months ended September 30, 1998. Cash flow from operations can vary significantly from quarter to quarter depending on the timing of payments from, and shipments to, large customers. The Company expects to fund current operations and other cash expenditures through the use of available cash, cash from operations, funds available under its credit facility and possible new debt sources. However, the Company must achieve profitable operations in order to provide adequate funding for the long term. Year 2000 Compliance The Company continues to evaluate its Year 2000 exposures. The following areas were evaluated: internal management information and embedded systems, products, vendors and customers. The Company utilizes various computer software programs and systems as part of its internal management information systems which are primarily off-the-shelf products purchased from commercial sources with minor customization. Updates to these products are routinely installed by the Company to upgrade the systems and correct known defects in the software. All major systems have been reviewed for Year 2000 issues. The Company's financial accounting software is not Year 2000 compliant. The Company is testing an upgrade to the current software, which is Year 2000 compliant, and will cost approximately $25,000 for the software and training. Conversion to the updated software has been substantially completed. The Company's engineering department utilizes UNIX based systems, which are not Year 2000 compliant; however, the nature of the utilization is not date sensitive. The operating systems can be upgraded for less than $5,000. The Company is in the process of implementing a sales contact management and service 10 data base software application which is Year 2000 compliant. The total cost of such software is expected to be less than $15,000. All other significant internal systems are either compliant or not critical to ongoing operations. The Company does not utilize any significant systems with embedded technology. All of the Company's products sold after March 1997 were tested and found to be Year 2000 compliant. None of the Company's vendors provides more than 20% of the Company's annual raw material requirements and alternative sources are generally available. The Company has substantially completed its evaluation of the Year 2000 readiness of its sole source vendors. Contingency plans have been developed to ensure continued supply in the event a vendor expects to incur difficulties achieving Year 2000 compliance. There can be no assurance that the Company will not be adversely affected by the failure of distributors, suppliers, customers and vendors with which it interacts to become Year 2000 compliant. The Company has not determined the extent to which its business and customers might be affected in that event. The Company estimates that the total cost to complete its Year 2000 evaluation and remediation, including normal planned system upgrades, of all internal systems is less than $50,000, of which approximately $40,000 has been incurred to date. Funding for these costs is expected to be provided by cash flows from operations. The Company has not deferred any significant system projects due to its Year 2000 efforts. Forward-Looking Statements Certain statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and relate to the development of the Company's products and future operating results that are subject to certain risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Forward-looking statements include consummation of the MTX transaction, anticipated purchases by customers, future margins and margin trends, future revenues and operating losses, the Company's competitive position, lower cost of ownership of the Company's systems, anticipated growth of the thin client computing market, expansion of software products and thin client computer hardware products, statements regarding Year 2000 compliance and statements regarding the pending litigation. The words "believe," "expect," intend," "anticipate," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect the Company's actual results include the Company's ability to lower its costs, the Company's relationship with SCI, the ability of the Company to market its products with Motorola to OEM customers, reliance on Microsoft's actions relating to Windows NT, customers' acceptance of Neoware's line of thin clients and newly introduced options, pricing pressures, rapid technological changes in the industry, growth of the thin client computer market, increased competition and the ability of the Company, its distributors, vendors, suppliers and customers to effectively address Year 2000 compliance issues. Additional factors which could affect the Company's actual results include quarterly fluctuations in operating results, general economic conditions affecting the demand for computer products, the timing of significant orders, failure to reduce product costs or maintain quality, delays in the receipt of key components, seasonal patterns of spending by customers and the outcome of various litigation. The Company does not undertake to update any forward-looking statements made herein. 11 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. On March 11, 1998, a complaint entitled Cerrato, Inc. v. Neoware Systems, Inc., 98 Civ. 1748 (JSM), was filed in the United States District Court for the Southern District of New York, naming as defendants the Company, its Chairman, and its former CFO. The Complaint asserts claims under ss. 10(b) of the Securities and Exchange Act of 1934 (the "Exchange Act"), Rule 10b-5 promulgated thereunder, and common law. The complaint, which was filed as a purported class action on behalf of purchasers of the Company's common stock during the period from June 15, 1996 through August 15, 1997, alleges, among other things, that the defendants made misrepresentations related to plans for various potential acquisitions by a subsidiary of the company and a spin-off. A First Amended Complaint ("FAC") was filed on or about May 1, 1998. The FAC adds claims on behalf of a second purported class -- purchasers of the Company's stock from November 13, 1997 through May 1, 1998 -- related to the Company's announcement, on April 30, 1998, that it would be restating certain financial results previously reported for the first two quarters of fiscal year 1998. Thereafter, four separate purported securities class actions: Galitzer v. Neoware Systems, Inc., 98CV2582 (BWK), Pollison v. Neoware Systems, Inc., 98CV2879 (BWK), Tuchman v. Neoware Systems, Inc., 98CV2868 (BWK), and Grubin v. Neoware Systems, Inc., 98CV3651 (BWK), were filed in the United States District Court for the Eastern District of Pennsylvania (the "Pennsylvania actions"). The Pennsylvania actions name some of the same individual defendants as the FAC, as well as certain additional directors and officers, and alleges violations of ss.ss. 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on factual allegations similar to those added to the New York action in the FAC on behalf of a purported class of purchasers of the Company's securities between October 30, 1997 and April 30, 1998. The Pennsylvania actions have been consolidated under the heading In re Neoware Systems, Inc. Securities Litigations, Master File No. 98-CV-2582, lead co-plaintiffs and counsel have been appointed, and the consolidated complaint and motion for class certification have been filed. On October 15, 1998, a Stipulation and Order was entered by the United States District Court for the Southern District of New York appointing lead counsel and counsel for the two purported classes identified in the FAC, and reflecting plaintiffs' intent to consolidate the action with the cases pending in Pennsylvania. During October 1999, an agreement in principle to settle all of the foregoing litigation was reached. The agreement in principle is subject to approval by the Court. On May 5, 1998, a complaint was filed in the Court of Common Pleas of Montgomery County against the Company by Development Concepts, Inc. ("DCI"). The complaint asserted claims for common law breach of contract, fraud, misrepresentation, breach of warranty and violations of the federal Lanham Act arising primarily from the parties' contractual relationships. The complaint sought an indeterminate amount of monetary damages in excess of $1,500,000. On October 29, 1998, the Company filed its Answer and Counterclaim to the Complaint asserting claims for breach of contract, unjust enrichment, unfair competition and misappropriation of trade secrets. The Counterclaim demanded injunctive and monetary relief in excess of $180,000. On October 1, 1999, the parties entered into an agreement settling the litigation without admission of liability by either party. Management believes that these settlements will not have a material adverse effect on the Company's financial position or results of operation. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K: On October 19, 1999, the Company filed a Form 8-K reporting the signing of a definitive agreement to acquire certain assets, assume certain liabilities and acquire the business of MTX, Inc. On October 20, 1999, the Company filed two Forms 8-K/A amending its Form 8-K filed on October 19, 1999. 12 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 thereunder duly authorized. NEOWARE SYSTEMS, INC. Date: November 15, 1999 By: /S/ EDWARD C. CALLAHAN, JR. ----------------------------- Edward C. Callahan, Jr., President and Chief Executive Officer Date: November 15, 1999 By: /S/ VINCENT T. DOLAN ------------------------------ Vincent T. Dolan Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS 3-MOS JUN-30-2000 JUN-30-1999 JUL-01-1999 JUL-01-1998 SEP-30-1999 SEP-30-1998 1,278,028 1,470,906 0 0 2,884,165 2,755,403 219,014 168,710 1,163,796 1,324,424 5,410,377 5,646,345 1,792,556 1,789,585 1,405,155 1,351,218 6,992,783 7,325,897 3,238,974 3,223,986 0 0 0 0 0 0 6,285 6,285 3,747,524 4,095,626 6,992,783 7,325,897 2,639,515 2,179,293 2,639,515 2,179,293 2,028,903 1,770,903 2,028,903 1,770,903 980,124 1,367,075 0 0 (21,410) 14,960 (348,102) (973,375) 0 0 0 0 0 0 0 0 0 0 (348,102) (973,375) (.06) (.16) (.06) (.16)
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