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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): January 31, 2000
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 (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
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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.
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On January 31, 2000, 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 the Nasdaq Listing Qualifications Panel that, effective with the open of
business January 31, 2000, the Company's common stock and warrants will begin
trading on the Nasdaq Small Cap market under the symbols NWRE and NWREW,
respectively.
The Company also announced that, in connection with a new Linux-based
product and market strategy, Neoware has terminated its previously announced
Agreement under which Neoware was to acquire certain assets of MTX.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The following exhibit is filed herewith:
Exhibit Number Description
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99.1 Registrant's press release, dated January 31, 2000
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: January 31, 2000 By: /s/ Edward C. Callahan, Jr.
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Edward C. Callahan, Jr.
President and Chief Executive Officer
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Exhibit 99.1
AT THE COMPANY
Edward C. Callahan, Jr. Vincent T. Dolan
President and CEO VP and CFO
610-277-8300 610-277-8300
NEOWARE SYSTEMS, INC. SECURITIES TO TRADE ON NASDAQ
SMALLCAP MARKET; COMPANY TO PURSUE NEW LINUX PRODUCT
STRATEGY AND TERMINATES EXISTING AGREEMENT WITH MTX
KING OF PRUSSIA, Pa.--Jan. 31, 2000--Neoware Systems, Inc. (NASDAQ:
NWRE), announced today that it has received notification from the Nasdaq Listing
Qualifications Panel that, effective with the open of business January 31, 2000
the Company's common stock and warrants will begin trading on the Nasdaq Small
Cap market. The securities will be listed under the existing symbols NWRE and
NWREW. The continued listing on the SmallCap market is contingent upon
successful completion of an application and review process by February 10, 2000.
Neoware believes that its application will be accepted.
Neoware also announced that it is pursuing a new product and market
strategy capitalizing on its strength in embedded operating systems, and plans
to demonstrate new Linux-based software products at LinuxWorld Expo in New York
this week. Neoware has more than ten years of experience developing embedded
UNIX-based operating systems, and has utilized this expertise to create an
embedded version of the industry-standard Linux operating system which is
designed to operate in small "appliance" devices with limited memory and no hard
drive. The Company intends to seek financing and strategic partnerships in order
to capitalize upon these new product opportunities.
In connection with this new Linux-based product strategy, Neoware has
terminated its previously announced Agreement under which Neoware was to acquire
certain assets of MTX. The Linux operating system was the fastest growing
server-based operating environment in 1998, growing more than 190 percent,
according to market research firm IDC. More than 29 percent of all public Web
servers run on Linux, according to the research firm Netcraft, making Linux the
most popular operating system for public Web sites. IDC predicts that shipment
of handheld and notebook-style information appliance devices will exceed 55
million units in 2002, and that by 2005, shipments of these appliances will
exceed shipments of PCs.
About Neoware
Neoware's products are thin client appliances designed to allow access
to Linux, the Internet and Windows-based 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. More
information about Neoware can be found on the Web at http://www.neoware.com o
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 Neoware's new Linux-based products and
strategy, which have not yet been completed or announced, the Company's ability
to attract financing and strategic partners, and the Company's ability to
capitalize upon its new Linux-based products. 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.
CONTACT: Neoware Systems, Inc.
Edward C. Callahan, Jr., 610-277-8300
Vincent T. Dolan, 610-277-8300
