UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
NEOWARE SYSTEMS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-21240 23-2705700
- ----------------------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File No.) (IRS Employer Identification No.)
incorporation or organization)
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 April 2, 2002, Neoware Systems, Inc., a Delaware corporation
("Neoware"), filed a Current Report on Form 8-K to report Neoware's acquisition
of the ThinSTAR thin client product line from Network Computing Devices, Inc., a
Delaware corporation ("NCD"), in accordance with an Asset Purchase Agreement,
dated March 22, 2002 between Neoware and NCD (the "Purchase Agreement"). The
acquisition closed on March 26, 2002. Neoware stated, pursuant to Item 7 of the
Report, that it would file the financial statements of the business acquired, as
required by Item 7(a), and the pro forma financial information, as required by
Item 7(b), by amendment. This amendment is being filed to provide the required
financial information.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of Business Acquired.
The following financial statements of the ThinSTAR thin client product
line of NCD required pursuant to Article 3 of Regulation S-X are filed as
Exhibit 99.1 to this Form 8-K/A:
(i) Report of Independent Certified Public Accountants;
Audited Statements of Revenues and Expenses for the years
ended December 31, 2001 and 2000;
Notes to Audited Financial Statements.
(ii) Unaudited Statement of Revenues and Expenses for the three
months ended March 31, 2002 and 2001;
Notes to Unaudited Financial Statements.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information
required pursuant to Article 11 of Regulation S-X is filed as Exhibit 99.2 to
this Form 8-K.
(i) Unaudited Pro Forma Combined Statements of Operations for the
year ended June 30, 2001 and for the nine month period ended
March 31, 2002 and notes thereto.
(c) Exhibits.
23.1 Consent of BDO Seidman, LLP
99.1 Audited financial statements of the ThinSTAR thin client
product line for the years ended December 31, 2001 and 2000.
99.2 Unaudited Pro Forma Combined Statements of Operations for the
year ended June 30, 2001 and for the nine month period ended
March 31, 2002.
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: June 3, 2002 By: /S/ MICHAEL G. KANTROWITZ
-------------------------
EXHIBITS
Exhibit No. Description
- ----------- -----------
23.1 Consent of BDO Seidman, LLP
99.1 Audited Financial Statements of the ThinSTAR Product Line of
Network Computing Devices, Inc. for the years ended December
31, 2001 and 2000 and Unaudited Financial Statements of the
ThinSTAR Product Line of Network Computing Devices, Inc. for
the three months ended March 31, 2002 and 2001.
99.2 Unaudited Pro Forma Combined Statements of Operations for the
year ended June 30, 2001 and for the nine month period ended
March 31, 2002.