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SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
Schedule 14A Information
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C> <C> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
(S)240.14a-11(c) or (S)240.14a-12
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HDS NETWORK SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
Nancy D. Weisberg, Esquire
MCCAUSLAND, KEEN & BUCKMAN
Radnor Court
259 Radnor-Chester Road, Suite 160
Radnor, Pennsylvania 19087-5240
(610) 341-1000
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
...........................................................................
(2) Aggregate number of securities to which transaction applies:
...........................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and determined):
...........................................................................
(4) Proposed maximum aggregate value of transaction:
...........................................................................
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
...........................................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
..........................................................................
(2) Form, Schedule or Registration Statement No.:
..........................................................................
(3) Filing Party:
..........................................................................
(4) Date Filed:
..........................................................................
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HDS NETWORK SYSTEMS, INC.
400 FEHELEY DRIVE
KING OF PRUSSIA, PENNSYLVANIA 19406
June 27, 1997
TO OUR STOCKHOLDERS:
You are cordially invited to attend a Special Meeting of Stockholders to be
held on July 30, 1997, at 10:00 a.m., at the offices of the Company, 400
Feheley Drive, King of Prussia, Pennsylvania 19406.
The accompanying Notice of Meeting and Proxy Statement describe the matters
to be acted upon at the Special Meeting. Your participation in the activities
of the Company is important, regardless of the number of shares you hold.
To ensure that your shares are represented at the Special Meeting, whether
or not you are able to attend, please complete the enclosed proxy and return
it to us in the postage-paid envelope.
I hope you will attend the Special Meeting.
Sincerely,
/s/ Arthur R. Spector
Arthur R. Spector
Chairman of the Board
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HDS NETWORK SYSTEMS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
JULY 30, 1997
TO THE STOCKHOLDERS:
The Special Meeting of the Stockholders of HDS Network Systems, Inc. (the
"Company"), a Delaware corporation, will be held on July 30, 1997, at 10:00
a.m., at the offices of the Company, 400 Feheley Drive, King of Prussia,
Pennsylvania, for the following purposes:
1. To consider and act upon a proposal to amend the Company's Certificate
of Incorporation to change the Company's name from HDS Network Systems,
Inc. to Neoware Systems, Inc.
2. To transact such other business as may properly come before the Special
Meeting or any adjournments thereof.
Stockholders of record at the close of business on June 24, 1997 are
entitled to notice of, and to vote at, the Special Meeting and any
adjournments thereof.
All stockholders are cordially invited to attend the Special Meeting in
person, but whether or not you plan to attend, please promptly sign, date and
mail the enclosed proxy in the return envelope. Returning your proxy does not
deprive you of the right to attend the Special Meeting and vote your shares in
person.
By Order of the Board of Directors,
/s/ Scott Holland
Scott Holland
Secretary
King of Prussia, Pennsylvania
June 27, 1997
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HDS NETWORK SYSTEMS, INC.
----------------
PROXY STATEMENT
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies at the direction of the Board of Directors of HDS Network Systems,
Inc. (the "Company") for use at the Special Meeting of Stockholders to be held
on July 30, 1997.
Stockholders of record at the close of business on June 24, 1997 will be
entitled to vote at the Special Meeting. At the close of business on June 24,
1997, 5,757,437 shares of the Company's $0.001 par value common stock ("Common
Stock") were outstanding. A stockholder is entitled to one vote for each share
of Common Stock held by such stockholder. This Proxy Statement and the
enclosed form of proxy are being mailed to the Company's stockholders on or
about June 27, 1997.
Shares represented by a proxy in the accompanying form, unless previously
revoked, will be voted at the Meeting if the proxy is returned to the Company
properly executed and in sufficient time to permit the necessary examination
and tabulation before a vote is taken. A proxy may be revoked at any time
prior to its exercise by giving written notice to the Secretary of the
Company, by giving a later dated proxy, or by voting in person at the meeting.
Mere attendance at the Special Meeting will not revoke the proxy. Any specific
instructions indicated on your proxy will be followed. Unless contrary
instructions are given, your proxy will be voted FOR the proposal described in
this Proxy Statement and in the discretion of the proxy holders on such other
business as may properly come before the Special Meeting.
Abstentions are counted as shares present for purposes of determining the
presence or absence of a quorum for the transaction of business. Brokers
holding shares for beneficial owners must vote their shares according to the
specific instructions they receive from the owners. If specific instructions
are not received, brokers may vote these shares in their discretion, except if
they are precluded from exercising their voting discretion on certain
proposals pursuant to the rules of the New York Stock Exchange. In such a
case, the broker may not vote on the proposal absent specific voting
instructions. This results in what is known as a "broker non-vote." A broker
non-vote has the effect of a negative vote when a majority of the shares
issued and outstanding is required for approval of the proposal. A broker non-
vote has the effect of reducing the number of required affirmative votes when
a majority of the shares present and entitled to vote or a majority of the
votes cast is required for approval of the proposal. Approval of the proposed
amendment to the Company's Certificate of Incorporation requires the approval
of a majority of the outstanding shares of Common Stock entitled to vote.
Abstentions and broker non-votes will have the same effect as a vote against
the proposal. The New York Stock Exchange determines whether brokers have
discretionary authority to vote on a given proposal.
The cost of proxy solicitation, including the cost of reimbursing banks and
brokers for forwarding proxies and proxy statements to beneficial owners of
the Common Stock, will be paid by the Company. Proxies will be solicited
without extra compensation by certain officers and regular employees of the
Company by mail and, if found to be necessary, by telephone and personal
interviews. All shares represented by valid proxies will be voted.
PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION
TO CHANGE CORPORATE NAME
On June 25, 1997, the Board of Directors of the Company unanimously
approved, subject to stockholder approval, a proposal to amend the Company's
Certificate of Incorporation to change the Company's corporate name from HDS
Network Systems, Inc. to Neoware Systems, Inc. In September 1996, the Company
entered into an agreement with Hitachi Data Systems Corporation ("Hitachi"),
whereby the Company, among
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other things, agreed to sell to Hitachi all of the Company's rights in the
mark "HDS" and to cancel certain petitions filed by the Company in the United
States Patent and Trademark Office to cancel Hitachi's trademark registrations
relating to the mark "HDS." The Board of Directors believes that the sale of
the mark HDS to Hitachi was in the best interests of the Company since it
avoided potentially lengthy and costly litigation over the ownership of the
mark and that the new name is consistent with the nature of the Company's
business.
The affirmative vote of a majority of outstanding shares of the Company's
Common Stock entitled to vote is required to approve the proposed amendment to
the Company's Certificate of Incorporation. If approved by the stockholders at
the Special Meeting, the new name will become effective upon the filing of an
amendment to the Company's Certificate of Incorporation with the Secretary of
State of the State of Delaware. The change of corporate name will be
accomplished by amending Article First of the Company's Certificate of
Incorporation to read as follows:
"First: The name of the Corporation is Neoware Systems, Inc."
The change in corporate name will not affect the validity or transferability
of stock or warrant certificates presently outstanding and the Company's
stockholders will not be required to exchange their stock or warrant
certificates to reflect the new name. Stockholders should keep the
certificates they now hold, which will continue to be valid, and should not
send them to the Company or its transfer agent.
If approved by the stockholders, notification of the name change will be
filed with the Securities and Exchange commission and the National Association
of Securities Dealers, Inc. The Company has reserved the symbol "NWRE" as its
new trading symbol for its Common Stock and "NWREW" as its new trading symbol
for its Warrants.
BOARD RECOMMENDATION
The Board of Directors believes that the proposed amendment to the Company's
Certificate of Incorporation is in the best interests of the Company and its
stockholders and unanimously recommends a vote FOR the approval of the
Amendment.
STOCKHOLDERS PROPOSALS FOR
NEXT ANNUAL MEETING
Any properly submitted proposal which a stockholder intends to present at
the next Annual Meeting of Stockholders must be received by the Company by
July 9, 1997 if it is to be included in the Company's proxy statement and form
of proxy relating to the next Annual Meeting.
2
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HDS NETWORK SYSTEMS, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE SPECIAL MEETING OF STOCKHOLDERS, JULY 30, 1997
The undersigned holder of Common Stock of HDS Network Systems, Inc. hereby
appoints Michael G. Kantrowitz and Scott Holland, and each of them, proxies,
with powers of substitution in each, to vote on behalf of the undersigned at
the Special Meeting of Stockholders to be held at 10:00 a.m. on Wednesday, July
30, 1997, at the Company's offices at 400 Feheley Drive, King of Prussia,
Pennsylvania, and at all adjournments thereof, according to the number of
shares which the undersigned would be entitled to vote if then personally
present, as indicated below and in their discretion upon such other business as
may come before the Meeting.
SHARES WILL BE VOTED AS INSTRUCTED, BUT IF NO INSTRUCTION IS GIVEN, SHARES
WILL BE VOTED FOR THE PROPOSAL DESCRIBED IN THE PROXY STATEMENT AND WITH
DISCRETIONARY AUTHORITY ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
The undersigned acknowledges receipt of this proxy with a copy of the Notice
of Special Meeting of Stockholders and the Proxy Statement of the Board of
Directors.
(Continued, and to be signed, on the other side)
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1. Amendment to the Corporation's Certificate of Incorporation to change the
corporate name.
[_] FOR [_] AGAINST [_] ABSTAIN
2. In their discretion, upon such other matters as may properly come before the
meeting.
VOTES MUST BE INDICATED (BLACK BOX APPEARS HERE) OR [X] IN BLACK OR BLUE INK.
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
Change of Address or [_]
Comments Mark Here
NOTE: Please sign exactly as
name(s) appears hereon.
Executors, administrators,
trustees, etc. should give full
title as such.
DATE:
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---------------------------------
SIGNATURE
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SIGNATURE
