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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.
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(Exact name of registrant as specified in its charter)
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Delaware 000-21240 232705700
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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400 Feheley Drive, King of Prussia, Pennsylvania 19406
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(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
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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
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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
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Edward C. Callahan, Jr.
President and Chief Executive Officer
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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.
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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 [email protected]. 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.
