UNITED STATES
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): December 4, 2001
----------------
NEOWARE SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-21240 23-2705700
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
400 Feheley Drive
King of Prussia, Pennsylvania 19406
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Registrant's telephone number including area code) (610) 277-8300
----------------------------
Item 2. Acquisition or Disposition of Assets.
On December 4, 2001, Neoware Systems, Inc., a Delaware corporation
("Neoware"), completed its acquisition of substantially all the assets and
certain of the liabilities of Telcom Assistance Center Corporation, a/k/a
Activ-e Solutions, a Delaware Corporation ("TACC"), in accordance with the Asset
Purchase Agreement, dated November 27, 2001, between Neoware and TACC (the
"Purchase Agreement"). The assets acquired consisted principally of contract
rights, accounts receivable and personal property used in the business of
providing managed and professional services, training and products to create
server-based computing solutions. Neoware intends to continue to use the assets
for similar purposes. Neoware also assumed liabilities which consisted
principally of bank debt, trade payables and accrued expenses.
Pursuant to the Purchase Agreement, Neoware paid $75,000 in cash,
funded with cash on hand, plus 619,101 shares of Neoware's common stock, of
which 100,000 shares are being held in an escrow account for 120 days from the
date of the closing to satisfy indemnification claims and certain liabilities.
Up to an additional 100,000 shares were to be issued upon the satisfaction of
certain conditions. The amount and type of consideration was determined on the
basis of arm's length negotiations between Neoware and TACC.
The description of the terms of the Purchase Agreement are not complete
and are qualified by reference to the Purchase Agreement which is attached as
Exhibit 2.1 and incorporated by reference.
Copies of the press releases announcing the acquisition and the closing
of the acquisition are attached hereto as Exhibit 99.1 and Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of Business Acquired.
In accordance with Item 7(a)(4) of Form 8-K, the financial statements
of TACC required pursuant to Article 3 of Regulation S-X will be filed by
amendment to this Form 8-K on or before February 18, 2002.
(b) Pro Forma Financial Information.
In accordance with Item 7(b) of Form 8-K, the pro forma financial
information required pursuant to Article 11 of Regulation S-X will be filed by
amendment to this Form 8-K on or before February 18, 2002.
(c) Exhibits.
2.1 Asset Purchase Agreement between Neoware Systems, Inc. and
Telcom Assistance Center Corporation, dated November 27, 2001.
(The Schedules and Exhibits to the Purchase Agreement (a list
of which is attached as Exhibit 99.3 hereto) are not being
filed as Exhibits to the Current Report on Form 8-K. Neoware
agrees to furnish supplementally a copy of any such Schedules
and Exhibits to the Securities and Exchange Commission upon
request.)
99.1 Press Release dated November 28, 2001.
99.2 Press Release dated December 5, 2001.
99.3 List of Omitted Exhibits and Schedules to Asset Purchase
Agreement.
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 duly authorized.
NEOWARE SYSTEMS, INC.
Dated: January 29, 2002 By: /S/ MICHAEL G. KANTROWITZ
--------------------------
EXHIBITS
Exhibit No. Description
- ----------- -----------
2.1 Asset Purchase Agreement between Neoware Systems, Inc. and
Telcom Assistance Center Corporation, dated November 27, 2001.
(The Schedules and Exhibits to the Purchase Agreement (the
contents of which are described in the Purchase Agreement) are
not being filed as Exhibits to the Current Report on Form 8-K.
Neoware agrees to furnish supplementally a copy of any such
Schedules and Exhibits to the Securities and Exchange
Commission upon request.)
99.1 Press Release dated November 28, 2001.
99.2 Press Release dated December 5, 2001.
99.3 List of omitted exhibits and schedules to the Asset Purchase
Agreement.