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): January 26, 2004
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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) 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 7. Financial Statements, Pro forma Financial Information and Exhibits.
(c) Exhibit furnished pursuant to Item 12.
Exhibit No. Description of Exhibit
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99.1 Transcript of conference call held by Neoware Systems,
Inc. on January 26, 2004.
Item 12. Results of Operations and Financial Condition.
On January 26, 2004, Neoware Systems, Inc. conducted its fiscal 2004
second quarter conference call related to the press release issued earlier in
the day and previously furnished on Form 8-K. A copy of the transcript is
furnished as Exhibit 99.1 hereto. The information included in this Form 8-K,
including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, but instead is
furnished as provided by that instruction. Other information provided through
any internet addresses or links noted in the transcript furnished with this Form
8-K shall not be considered furnished or otherwise incorporated in this Form
8-K.
The transcript contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements
regarding: our projected revenue level, gross profit margins and expenses for
the balance of our 2004 fiscal year; our strategy to continue increasing sales
of complementary products; our expectation of revenue growth in our 2005 fiscal
year; our continued growth, organically and through acquisitions; our intention
to take a more active role in stimulating demand for our products and to realign
certain sales resources; the benefits of our leadership position; the
cost-saving benefits of our products to our customers which we believe will
drive growth in our industry, the growth of our market in 2004, the development
of innovative new products, the growth of software product sales; growth of our
share of the overall PC market; our expection of increasing market expenses.
These forward-looking statements involve risks and uncertainties. Factors that
could cause actual results to differ materially from those predicted in such
forward-looking statements include, the final results of our results for our
2004 and 2005 fiscal years, the timing and receipt of future orders, our timely
development and customers' acceptance of our products, pricing pressures, rapid
technological changes in the industry, growth of overall thin client sales
through the capture of a greater portion of the PC market, increased
competition, our ability to attract and retain qualified personnel, adverse
changes in customer order patterns, our ability to identify and successfully
consummate and integrate future acquisitions, adverse changes in general
economic conditions in the U. S. and internationally, risks associated with
foreign operations and political and economic uncertainties associated with
current world events. These and other risks are detailed from time to time in
Neoware's periodic reports filed with the Securities and Exchange Commission,
including, but not limited to, its reports on Form 10-K for the year ended June
30, 2003 and Form 10-Q for the quarter ended September 30, 2003.
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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: February 2, 2004 By: /S/ Keith D. Schneck,
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Keith D. Schneck, Executive Vice President
and Chief Financial Officer
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