UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 3, 2004
Neoware Systems, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-21240 23-2705700
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(Commission File Number) (IRS Employer Identification No.)
400 Feheley Drive, King of Prussia, Pennsylvania 19406
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(Address of Principal Executive Offices) (Zip Code)
(610) 277-8300
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Institutional Shareholder Services ("ISS") requested that the Company
provide ISS with additional information about fees that the Company paid to its
independent auditors, KPMG LLP, reported in its proxy statement for its 2004
Annual Meeting of Stockholders. ISS further requested that the Company publish
this information either in a Form 8-K filing or in a press release. The
following is the information the Company provided to ISS:
Fees Paid to Auditors
The following table sets forth supplemental information concerning fees
billed by KPMG LLP in the fiscal year ended June 30, 2004 for services rendered
to the Company:
Audit Fees $ 240,960
Audit-Related Fees 8,260
Tax Fees - Preparation and Compliance (1) 150,500
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Total Audit, Audit Related and Tax Preparation 399,720
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Other Non-Audit Fees:
Tax Fees - Other 4,800
All Other Fees 259,545
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Total Fees $ 664,065
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(1) Fees attributed to "Tax Fees - Preparation and Compliance" are fees relating
to preparation and filing of amended tax returns for the Company's 2001 and 2002
tax years, preparation and filing of the Company's tax returns for the 2003 tax
year, including the computation of the Extraterritorial Income Exclusion for
each of such years.
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 hereunto duly authorized.
Dated: November 3, 2004 Neoware Systems, Inc.
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(Registrant)
/s/ Keith D. Schneck
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Keith D. Schneck
Executive Vice President and
Chief Financial Officer