<PAGE>
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): MAY 29, 1998
NETWORK COMPUTING DEVICES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation or organization)
77-0177255
(Commission File No.) (I.R.S. Employer Identification No.)
350 NORTH BERNARDO AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices and zip code)
(650) 694-0650
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER MATTERS
Letter to Shareholders informing them of the adjournment of the
Annual Shareholders Meeting concerning the Company's proposal to
approve the reincorporation of the Company in the State of Delaware
and other related changes to the rights of shareholders, as stated
in the Company's Proxy Statement dated April 29, 1998.
2
<PAGE>
ITEM 7. EXHIBITS
Exhibit 1. Shareholder's letter dated May 29, 1998
3
<PAGE>
NETWORK COMPUTING DEVICES, INC.
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.
NETWORK COMPUTING DEVICES, INC.
Date: May 29, 1998
By: /s/ Robert G. Gilbertson
---------------------------
Robert G. Gilbertson
President and Chief Executive Officer
4
<PAGE>
[NCD LETTERHEAD]
NETWORK COMPUTING DEVICES, INC.
350 North Bernardo Avenue
Mountain View, CA 94043
Tel 650/694-0650
Fax 650/691-2754
Web www.ncd.com
May 29, 1998
Dear Shareholder:
The shareholders of Network Computing Devices, Inc. (the "Company")
voted to adjourn our Annual Shareholders Meeting to June 19, 1998, to
postpone the vote on the proposal concerning the Company's reincorporation in
the State of Delaware.
The reason for postponing the vote on this proposal is that only about
fifty percent (50%) of the beneficial owners of the Company's outstanding
shares have cast votes for this important proposal. As of today,
approximately eighty percent (80%) of the shareholders who have voted for
Proposal Number 2 have voted in favor of this proposal. Consequently, the
vote of this proposal has been postponed to allow additional time for our
shareholders to consider this proposal.
According to our latest records, we have not received a vote
representing your shares. Regardless of the number of shares you own, it is
important that they are represented at the meeting. If you have not
previously returned your proxy card, please take a moment to sign, date and
mail the enclosed duplicate proxy card in the return envelope provided or
simply utilize the 800 number provided for your convenience.
If you have already returned your proxy card, please disregard this
letter and accept our thanks.
Very truly yours,
Robert G. Gilbertson
President and Chief Executive Officer
