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): March 26, 2002
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NEOWARE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-21240 23-2705700
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
400 Feheley Drive
King of Prussia, Pennsylvania 19406
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(Address of principal executive offices)
(Registrant's telephone number including area code) (610) 277-8300
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Item 2. Acquisition or Disposition of Assets.
On March 26, 2002, Neoware Systems, Inc., a Delaware corporation
("Neoware"), completed its acquisition of Network Computing Devices, Inc.'s
("NCD") ThinSTAR thin client appliance product line ("Product Line") in
accordance with an Asset Purchase Agreement, dated March 22, 2002, between
Neoware and NCD (the "Purchase Agreement"). The assets acquired consisted
principally of goodwill, an assembled workforce, the ThinSTAR trademark and
other intellectual property, and contract rights used in the business of
designing, developing, manufacturing, distributing and selling the Windows-based
thin client devices marketed under the ThinSTAR brand name. Neoware intends to
continue to use the assets for similar purposes.
Pursuant to the Purchase Agreement, the purchase price was $4.25
million, $300,000 of which is being held in an escrow account for a minimum of
120 days from the date of the closing to satisfy indemnification claims and
certain obligations of NCD, and $250,000 of which is payable in accordance with
an earn-out requiring NCD's satisfaction of certain sales targets in Europe, the
Middle East and Africa. The purchase price was paid with cash on hand. The
amount and type of consideration was determined on the basis of arm's length
negotiations between Neoware and NCD.
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 signing of the Purchase
Agreement and the closing of the acquisition are attached hereto, respectively,
as Exhibits 99.1 and 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 the Product Line acquired by Neoware required pursuant to Article 3 of
Regulation S-X will be filed by amendment to this Form 8-K on or before 60 days
from the date hereof.
(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 60 days from the date hereof.
(c) Exhibits.
2.1 Asset Purchase Agreement between Neoware Systems, Inc. and Network
Computing Devices, Inc, dated March 22, 2002. (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 March 22, 2002.
99.2 Press Release dated March 27, 2002.
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: April 2, 2002 By: /S/ MICHAEL G. KANTROWITZ
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EXHIBITS
Exhibit No. Description
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2.1 Asset Purchase Agreement between Neoware Systems, Inc. and Network
Computing Devices, Inc., dated March 22,2002. (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 March 22, 2001.
99.2 Press Release dated March 27, 2002.
99.3 List of omitted exhibits and schedules to the Asset Purchase
Agreement.