As filed with the Securities and Exchange Commission on July 12, 2005
Registration No. 333-102878
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POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEOWARE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2705700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Feheley Drive
King of Prussia, Pennsylvania 19406
(Address of Principal Executive Offices)
2002 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Keith D. Schneck, Executive Vice President and Chief Financial Officer
Neoware Systems, Inc.
400 Feheley Drive
King of Prussia, Pennsylvania 19406
(610) 277-8300
(Name and address of agent for service, telephone number,
including area code, of agent for service)
Copies to:
Nancy D. Weisberg, Esquire
McCausland, Keen & Buckman
Radnor Court, Suite 160
259 North Radnor-Chester Road
Radnor, Pennsylvania 19087-5240
(610) 341-1000
EXPLANATORY STATEMENT
This post-effective amendment to the registration statement on Form S-8
(Registration No. 333-102878) hereby reflects the transfer from the Neoware
Systems, Inc. (the "Company") 1995 Stock Option Plan (the "1995 Plan") and the
Company's 2002 Non-Qualified Stock Option Plan (the "2002 Plan") to the
Company's 2004 Equity Incentive Plan (the "2004 Plan") of up to 1,750,000 shares
of the Company's common stock ("Common Stock") subject to outstanding options
and previously reserved for issuance under the 1995 Plan and the 2002 Plan which
will be reserved under the 2004 Plan upon the termination, expiration or
cancellation of such options.
The Company has previously registered its Common Stock for issuance
under: (a) the 1995 Plan on (i) the Company's registration statement on Form
S-8, dated June 26, 1995 (Registration No. 33-93942), registering 1,000,000
shares of Common Stock, (ii) the Company's registration statement on Form S-8,
dated January 22, 1997 (Registration No. 333-20185), registering 500,000 shares
of Common Stock, (iii) the Company's registration statement on Form S-8, dated
February 28, 2001 (Registration No. 333-56298), registering 1,000,000 shares of
Common Stock and (iv) the Company's registration statement on Form S-8, dated
August 14, 2003 (Registration No. 333-107974), registering 500,000 shares of
Common Stock; and (b) the 2002 Plan on (i) the Company's registration statement
on Form S-8, dated January 31, 2003 (Registration No. 333-102878), registering
500,000 shares of Common Stock and (ii) the Company's registration statement on
Form S-8, dated August 14, 2003 (Registration No. 333-107970), registering
200,000 shares of Common Stock.
On October 19, 2004, the Board of Directors of the Company adopted the
2004 Plan and a resolution approving the transfer from the 1995 Plan and the
2002 Plan to the 2004 Plan of up to 1,750,000 shares of Common Stock subject to
outstanding options previously reserved for issuance under the 1995 Plan and the
2002 Plan, to the extent that such options terminate, expire, or are canceled
without being exercised. At the Company's December 1, 2004 Annual Meeting of
Stockholders, the Company's stockholders approved, among other things, the 2004
Plan, including the transfer of shares of Common Stock from the 1995 Plan and
the 2002 Plan to the 2004 Plan as described above.
The Company is filing a registration statement on Form S-8, also dated
the date hereof, which registers additional shares of Common Stock for the 2004
Plan, and such registration statement also includes the transfer of up to
1,750,000 registered shares of Common Stock from the 1995 Plan and the 2002 Plan
to the 2004 Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4.1 Amended and Restated 2002 Non-Qualified Stock Option Plan
(as amended on June 30, 2003)(1)
23.1* Consent of KPMG LLP.
24** Power of Attorney (see signature page).
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(1) Filed as Exhibit 4.1 to the Company's Registration Statement on Form
S-8 (No. 333-107970) filed with the Securities and Exchange Commission
on August 14, 2003.
* Filed herewith.
** Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
post-effective amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Montgomery County, Pennsylvania,
on the 12th day of July, 2005.
NEOWARE SYSTEMS, INC.
By: /S/MICHAEL G. KANTROWITZ
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Michael G. Kantrowitz, Chairman,
President and Chief Executive
Officer
By: /S/KEITH D. SCHNECK
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Keith D. Schneck, Executive Vice
President and Chief Financial
Officer (Principal Financial
Officer and Principal Accounting
Officer)
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
By: /S/MICHAEL G. KANTROWITZ Date: July 12, 2005
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Michael G. Kantrowitz,
Chairman, President and Director
By: /S/JOHN M. RYAN* Date: July 12, 2005
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John M. Ryan, Director
By: /S/CHRISTOPHER G. MCCANN* Date: July 12, 2005
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Christopher G. McCann, Director
By: /S/JOHN P. KIRWIN, III* Date: July 12, 2005
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John P. Kirwin, III, Director
By: /S/DAVID D. GATHMAN* Date: July 12, 2005
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David D. Gathman, Director
* Michael G. Kantrowitz, by signing his name hereto, does hereby sign this
Amendment No. 1 on behalf of the indicated directors of the Registrant, pursuant
to powers of attorney executed by each of such directors and filed with the
Securities and Exchange Commission, on the date as indicated.
/S/Michael G. Kantrowitz
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Date: July 12, 2005
Michael G. Kantrowitz, Attorney-in-Fact
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