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) April 1, 2005
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))
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Item 8.01 Other Events.
On April 3, 2005, Neoware Systems, Inc. (the "Company") announced that
on April 1, 2005 it entered into an Share Purchase Agreement ("Agreement") with
the shareholders of Qualystem Technology SAS, a French company, to acquire all
of the outstanding shares of the company and that, pursuant to the Agreement,
completed the acquisition. The Agreement contained customary representations and
warranties. Qualystem develops and markets software that streams Windows(R) and
application components on-demand from a server to personal computers. The
consideration paid by the Company was EUR 3,000,000 in cash, EUR 550,000 of
which will be held in escrow for up to twelve months for indemnification claims,
plus transaction costs and a potential earn out of up to EUR 2,500,000 based
upon performance.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following document is filed as an exhibit to this report.
99.1 Press Release dated April 3, 2005.
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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 hereunto duly authorized.
Dated: April 7, 2005 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