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 30, 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.
On August 30, 2005, the Compensation and Stock Option Committee (the
"Compensation Committee") of Neoware Systems, Inc. (the "Company") approved
annual bonuses for its executive officers under the Company's Executive Bonus
Plan (the "Plan"). The bonus awards granted under the Plan were based upon the
achievement of the Company's performance goals set forth in the Plan, which were
previously approved by the Compensation Committee and disclosed by the Company
on a Form 8-K filed with the SEC on December 7, 2004.
The Compensation Committee approved cash bonuses under the Plan for
each of the executive officers, as follows: Roy Zatcoff, Executive Vice
President, and Peter Bolton, Executive Vice President-Europe, Middle East and
Asia, were awarded their full eligible bonus percentages (in the case of Mr.
Zatcoff, pro rated based upon the number of days during the fiscal year in which
he was eligible to receive awards under the Plan); and Michael Kantrowitz,
Chairman and Chief Executive Officer, Eric Rubino, Chief Operating Officer, and
Keith Schneck, Executive Vice President and Chief Financial Officer, were
awarded bonuses equal to 150% of their full eligible bonus percentages. The
Compensation Committee increased the bonus percentages for Messrs. Kantrowitz,
Rubino and Schneck in the exercise of its sole discretion under the Plan based
upon the executives' individual performance relating to the completion and
integration of four acquisitions during the fiscal year.
All summaries or descriptions of the Plan are qualified in their
entireties by the Plan filed as Exhibit 10.7 to the Company's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on February 9,
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: September 6, 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