-----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, OwLFWaOIGvWbaxQxxCRiwMKgLGrCyfR3fXtnmEJuUGNlgr2T/v/7y8kvtR14MJJo H8blawRJfLWxH08OOtGCtg== 0001398133-07-000084.txt : 20071002 0001398133-07-000084.hdr.sgml : 20071002 20071002173234 ACCESSION NUMBER: 0001398133-07-000084 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071002 DATE AS OF CHANGE: 20071002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEOWARE INC CENTRAL INDEX KEY: 0000894743 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 232705700 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 3200 HORIZON DR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102778300 MAIL ADDRESS: STREET 1: 3200 HORIZON DR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEOWARE SYSTEMS INC DATE OF NAME CHANGE: 19980928 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RYAN JOHN M CENTRAL INDEX KEY: 0001217742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21240 FILM NUMBER: 071151041 BUSINESS ADDRESS: STREET 1: ERESEARACH TECHNOLOGY INC STREET 2: 30 SOUTH 17TH CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152825575 MAIL ADDRESS: STREET 1: 30 SOUTH 17TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-09-30 1 0000894743 NEOWARE INC NWRE 0001217742 RYAN JOHN M C/O NEOWARE, INC. 3200 HORIZON DRIVE KING OF PRUSSIA PA 19406 1 0 0 0 Common Stock 2007-09-30 4 D 0 55000 D 0 D Stock Option (Right to Buy) 15.70 2007-09-30 4 D 0 5000 .55 D 2013-01-01 Common Stock 5000 0 D Stock Option (Right to Buy) 13.10 2007-09-30 4 D 0 2500 3.15 D 2013-02-28 Common Stock 2500 0 D Stock Option (Right to Buy) 13.74 2007-09-30 4 D 0 5000 2.51 D 2014-01-01 Common Stock 5000 0 D Stock Option (Right to Buy) 13.74 2007-09-30 4 D 0 2500 2.51 D 2014-01-01 Common Stock 2500 0 D Stock Option (Right to Buy) 9.26 2007-09-30 4 D 0 7500 6.99 D 2014-12-01 Common Stock 7500 0 D Stock Option (Right to Buy) 11.17 2007-09-30 4 D 0 7500 5.08 D 2016-11-30 Common Stock 7500 0 D Disposed of pursuant to an Agreement and Plan of Merger between Neoware, Inc., Hewlett-Packard Company and Narwhal Acquisition Corporation, dated as of July 23, 2007, in exchange for a cash payment of $893,750, representing the merger consideration per share ($16.25) of the Neoware, Inc. common stock as of 11:59 p.m. on September 30, 2007, the effective date of the merger, multiplied by the number of shares of Neoware, Inc. common stock disposed of by the reporting person in connection with the merger. This stock option, which provided for vesting in two equal semi-annual installments beginning July 1, 2003, was vested and converted in the merger into the right to receive a cash payment of $2,750, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. This amount represents the per share difference between the exercise price of the option and the merger consideration per share of the underlying Neoware, Inc. common stock on the effective date of the merger ($16.25 ). This stock option, which provided for vesting in three equal annual installments beginning February 28, 2004, was vested and converted in the merger into the right to receive a cash payment of $7,875, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. This stock option, which provided for vesting in two equal semi-annual installments beginning July 1, 2004, was vested and converted in the merger into the right to receive a cash payment of $12,550, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. This stock option, which provided for vesting in three equal annual installments beginning January 1, 2005, was vested and converted in the merger into the right to receive a cash payment of $6,275, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. This stock option, which provided for vesting in two equal semi-annual installments beginning June 1, 2005, was vested and converted in the merger into the right to receive a cash payment of $52,425, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. This stock option, which provided for vesting in two equal semi-annual installments beginning May 31, 2007, was vested and converted in the merger into the right to receive a cash payment of $38,100, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. Donald Joseph, Attorney-in-Fact for John M. Ryan 2007-10-01 -----END PRIVACY-ENHANCED MESSAGE-----