-----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, OQXN/P2TJZd2sfbIHKXge5wHVzuZj9JDHzCtu3/n1ujO0fj/j+Pf7nWN0mi6IRyd LCtkYcbgmjLIYIM7MQX5/w== 0000950116-99-002219.txt : 19991130 0000950116-99-002219.hdr.sgml : 19991130 ACCESSION NUMBER: 0000950116-99-002219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991124 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991129 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: 99765806 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): November 24 1999 NEOWARE SYSTEMS INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter)
Delaware 000-21240 232705700 - --------------------------------------------- ------------------------ ------------------------------------ (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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 November 24, 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, reporting that it received notification from Nasdaq that because the Company no longer meets Nasdaq's minimum net tangible asset requirement, the Nasdaq Staff has determined to delist the Company's securities effective at the close of business on November 30, 1999. The Company has decided to appeal the Nasdaq decision which appeal will suspend the delisting process pending a decision by the Nasdaq Listing Qualification Panel. Nasdaq also notified the Company of its belief that the transaction previously announced by the Company to acquire the business of MTX, Inc. of Raleigh, North Carolina will require the combined company to meet Nasdaq's initial listing requirements in order for its securities to be listed on the National Market. Nasdaq noted that the combined company may not meet the initial listing requirements. The Company also plans to appeal Nasdaq's classification determination. The Company also reported that the agreement between the Company and MTX, Inc. requires as a closing condition that the shares of Neoware common stock issuable in the transaction be approved for listing on the Nasdaq National Market. The Company stated it is unable to predict at this time whether its efforts to remain listed will be successful or, if not, whether MTX will waive this condition. 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 November 24, 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: November 29, 1999 By: /s/ Edward C. Callahan, Jr ------------------------------------- Edward C. Callahan, Jr. President and Chief Executive Officer EX-99.1 2 REGISTRANT'S PRESS RELEASE AT THE COMPANY Edward C. Callahan, Jr. Vincent T. Dolan President and CEO VP and CFO 610-277-8300 610-277-8300 November 24, 1999 NEOWARE SYSTEMS, INC. King of Prussia, PA, (November 24, 1999) -- Neoware Systems, Inc. (Nasdaq: NWRE) reported today that it received notification from Nasdaq that based upon the Company's Form 10-Q for the period ending September 30, 1999, it no longer meets the minimum net tangible asset requirement for continued listing on the Nasdaq National Market. The Nasdaq Staff has therefore determined to delist the Company's securities from the National Market effective upon the close of business on November 30, 1999. Pursuant to Nasdaq procedure, the Company has decided to appeal Nasdaq's decision. The Company's request for an appeal will suspend the Company's delisting pending a decision by the Nasdaq Listing Qualifications Panel. In addition, the Company is considering various alternatives for the trading of its securities, including a Nasdaq SmallCap Market listing. The Nasdaq notification also stated that the Nasdaq Staff believes the transaction previously announced by the Company to acquire the business of MTX, Inc. of Raleigh, North Carolina requires the combined company to meet Nasdaq's initial listing requirements in order for its securities to be listed on the National Market. Nasdaq further noted that the combined company may not meet the initial listing requirements. The Company also plans to appeal Nasdaq's classification of the transaction as one requiring the combined company to file a new listing application. The agreement between the Company and MTX requires as a closing condition that the shares of Neoware common stock issuable in the transaction be approved for listing on the Nasdaq National Market. The Company is unable to predict at this time whether its efforts to remain listed will be successful or, if not, whether MTX will waive this closing condition. About Neoware Neoware's products are "thin client" Windows-based terminals designed to allow access to Windows 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 Terminal Server Edition or Citrix WinFrame. 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. For Neoware Investors This release contains forward-looking statements that are within the meaning of the Private Securities Litigation Reform Act of 1995 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 those relating to determinations of the NASDAQ Listing Qualifications Panel, consummation of the MTX transaction and the effect of actions taken by other parties. 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. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this release. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. -----END PRIVACY-ENHANCED MESSAGE-----