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) October 18, 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 October 18, 2005, Neoware Systems, Inc. (the "Company") entered into
a new employment agreement with Michael Kantrowitz, the Company's Chairman,
President and Chief Executive Officer, which provides for an initial annual
salary of $351,520 and an annual bonus of up to 75% of his base salary or
greater at the option of, and as determined by, the Board of Directors. Mr.
Kantrowitz will continue to be provided with an automobile at the Company's
expense. Under the agreement, Mr. Kantrowitz is entitled to severance benefits
equal to his salary and health benefits and use of his Company-provided
automobile for a period of 18 months, and one and one-half times his average
annual bonus earned over the prior three fiscal years in the event of his
involuntary termination for reasons other than cause or upon any change in his
position as Chief Executive Officer reporting to the Board of Directors.
The Company has also agreed that in the event of a change of control in
the Company, if Mr. Kantrowitz is not offered employment by the Company or the
acquirer in a similar capacity heading a business unit reporting directly to the
Chief Executive Officer or the Board of Directors or if he does not accept any
other position that he is offered immediately following such transaction, he is
entitled to payment equal to his base salary and health benefits, continuation
of his health benefits (or cash in lieu thereof) and use of his Company-provided
automobile for 18 months, and to one and one-half times his average annual bonus
earned over the prior three fiscal years and the acceleration of vesting of 100%
of his options. The agreement also contains a non-competition and
non-solicitation agreement by Mr. Kantrowitz for the period during which
payments are made by the Company or, if Mr. Kantrowitz is not entitled under the
agreement to the payments described above for such 18-month period, for a period
of six months after termination of his employment with the Company.
The foregoing description of the employment agreement is qualified in
its entirety by reference to the agreement which will be filed separately with
the Securities and Exchange Commission.
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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: October 21, 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