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As filed with the Securities and Exchange Commission on February 16, 2000
Registration No. 333- __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NEOWARE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2705700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Feheley Drive
King of Prussia, PA 19406
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Vincent T. Dolan, Vice President-Finance and Administration
Neoware Systems, Inc.
400 Feheley Drive
King of Prussia, PA 19406
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
NANCY D. WEISBERG, ESQ.
MCCAUSLAND, KEEN & BUCKMAN
Radnor Court
259 North Radnor-Chester Road, Suite 160
Radnor, Pennsylvania 19087-5240
(610) 341-1000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /___/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / X / 33-87036
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /___/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /___/
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CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum Proposed
each class offering maximum Amount of
of securities Amount to price per aggregate registration
to be registered be registered unit (1) offering price(1) fee
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Common Stock 400,000 $4.75 $1,900,000 $502
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") by Neoware Systems, Inc. (the "Company") pursuant
to Rule 462(b) under the Securities Act of 1933, as amended. This Registration
Statement incorporates by reference the contents of the Registration Statement
on Form S-3 (File No. 33-87036), including each of the documents incorporated by
reference therein, which relates, among other things, to the offering of up to
5,318,200 shares of common stock of the Company and was filed with the
Commission on October 30, 1995 and declared effective on November 7, 1995.
Item 16. Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
5.1 Opinion of McCausland, Keen & Buckman
23.1 Consent of Arthur Andersen LLP
23.2 Consent of McCausland, Keen & Buckman(included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Montgomery County, Pennsylvania, on February 16, 2000.
NEOWARE SYSTEMS, INC.
By: /s/ Michael G. Kantrowitz
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Michael G. Kantrowitz
President and Chief Executive Officer
By: /s/ Vincent T. Dolan
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Vincent T. Dolan
Vice President-Finance and Administration
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael G. Kantrowitz and Vincent T.
Dolan, and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated.
/s/ Michael G. Kantrowitz Date: February 16, 2000
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Michael G. Kantrowitz, Director
/s/ Arthur R. Spector Date: February 16, 2000
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Arthur R. Spector, Director
/s/ John M. Ryan Date: February 15, 2000
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John M. Ryan, Director
Date: February __, 2000
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Carl G. Sempier, Director
Date: February __, 2000
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Christopher G. McCann, Director
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Exhibit 5.1
Opinion of McCausland, Keen & Buckman
LAW OFFICES
MELVIN J. BUCKMAN McCAUSLAND, KEEN & BUCKMAN
McKINLEY C. McADOO RADNOR COURT
ROBERT H. YOUNG, JR SUITE 160
CAROL A. CINOTTI 259 NORTH RADNOR-CHESTER ROAD
JAMES G. LOGUE RADNOR, PA 19087-5240
ALAN N. ESCOTT 610-341-1000
GLENN S. GITOMER TELECOPIER 610-341-1099
NANCY D. WEISBERG
MARC S. MASER
STEPHAN K. PAHIDES
JANEEN O. DOUGHERTY
AMY E. DARLINGTON
TERESA REID
February 16, 2000
Neoware Systems, Inc.
400 Feheley Drive
King of Prussia, Pennsylvania 19087
Re: Neoware Systems, Inc./Registration Statement on Form S-3MEF
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Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Neoware Systems, Inc., a Delaware corporation (the
"Company") of an abbreviated registration statement pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") on
February 16, 2000, covering the issuance of an additional 400,000 shares (the
"Shares") of the Company's common stock upon exercise of the Company's
redeemable common stock purchase warrants (the "Warrants").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus incorporated by reference therein, the
Company's Certificate of Incorporation and Bylaws, each as amended and such
other documents, records, certificates, memoranda and other instruments as we
deem necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
Our opinion is expressed only with respect to the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. We express no opinion as to whether the laws of any particular
jurisdiction other than those identified above are applicable to the subject
matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when issued and paid for in accordance with the terms
of, and upon exercise of, the Warrants, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Sincerely,
McCAUSLAND, KEEN & BUCKMAN
By: /S/NANCY D. WEISBERG
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Nancy D. Weisberg, Vice President
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Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 18, 1999,
included in Neoware Systems, Inc.'s Form 10-K for the year ended June 30, 1999
and to all references to our firm included in this registration statement.
/S/ ARTHUR ANDERSEN LLP
Philadelphia, PA
February 16, 2000
