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) August 2, 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 1.01 Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On August 2, 2005, Neoware Systems, Inc. (the "Company") entered into a Lease
Agreement (the "Agreement") with Liberty Property Limited Partnership (the
"Landlord"), pursuant to which the Company will lease approximately 91,071
square feet of space, to be the location of the Company's corporate
headquarters, for a lease term of seven years, unless sooner terminated or
extended in accordance with the terms of the lease, commencing on November 1,
2005. The Company has the option to extend the term of the Agreement for one
additional 36-month term. Under the Agreement, the Company will pay rent on a
monthly basis in the following annual amounts: in year one, $334,515; in year
two $350,294; in year three, $366,073; in year four, $381,852; in year five,
$397,631; in year six, $413,410; and in year seven, $429,189. If the Company
exercises its option to extend the term, the Company's rent will be equal to the
fair market rental value (as defined in the Agreement) of the premises, but in
no event will it be less than the rent payable by the Company in the last 12
months of the initial term. In addition to the annual rent, the Company will pay
$254,357, subject to adjustment by the Landlord, as its annual share of the
operating expenses over the term of the Agreement, plus the cost of its
utilities. The Company will receive an allowance for tenant improvements of up
to $157,790. The Agreement contains customary provisions with respect to the
leasing of commercial real estate.
There is no material relationship between the Company and the Landlord, other
than in connection with the lease.
The foregoing brief summary of the Agreement entered into by the Company is not
intended to be complete and is qualified in its entirety by reference to the
Agreement attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following document is filed as an exhibit to this report.
10.1 Lease Agreement between Liberty Property Limited Partnership and
Neoware Systems, Inc. dated as of August 2, 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: August 8, 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