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) January 25, 2006
Neoware, 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))
Item 1.01 Entry into a Material Definitive Agreement.
Neoware Senior Officer Bonus Plan for fiscal year 2006.
On January 25, 2006, the Board of Directors, upon the recommendation of
the Compensation and Stock Option Committee (the "Compensation Committee") of
the Board of Directors of Neoware, Inc. (the "Company"), approved the Neoware
Senior Officer Bonus Plan (the "Plan"), a senior officer compensation plan
designed to attract, retain and reward the Company's executive and other senior
officers based on the achievement of key business objectives while maintaining
alignment of the senior officers' interests with those of the Company's
stockholders. Participants eligible under the Plan are the executive and other
senior officers, as defined in the Plan.
Under the Plan, bonuses are measured on the achievement of specific
performance targets established by the Compensation Committee based on one or
more of the following criteria chosen by the Committee: revenues; earnings per
share; operating income; earnings before interest, taxes, depreciation and
amortization; net income; working capital; and gross profit. A participant's
bonus is determined by multiplying the participant's base salary by his or her
annual bonus percentage. Each year, the Compensation Committee selects the
criteria upon which to base the bonus plan and the specific performance targets
for the selected performance criteria for the year based on the Company's
budget. A target bonus expressed as a percentage of each participant's base
salary is then established by the Compensation Committee based on the
participant's position. After the eligible bonus percentage has been established
for each participant, the Compensation Committee may, at its discretion, adjust
the participant's bonus based upon both the Company's financial performance and
the participant's individual performance. Each participant's bonus percentage
may be increased or decreased at the discretion of the Compensation Committee
based upon his or her individual performance and the achievement of individual,
functional area and departmental objectives.
On January 25, 2006, the Compensation Committee established performance
targets for the performance criteria chosen for the year. The Committee selected
operating income as the performance criteria for determining fiscal year 2006
bonuses. The Compensation Committee also approved the 2006 target bonus
percentages for each executive officers, as follows: Michael Kantrowitz,
President and Chief Executive Officer, 75%; Eric Rubino, Chief Operating
Officer, 50%; Keith Schneck, Executive Vice President and Chief Financial
Officer, 50%; Roy Zatcoff, Executive Vice President, 50%; Peter Bolton,
Executive Vice President, 15%; and Wei Ching, Executive Vice President, 50%.
In addition to the above potential bonuses for 2006, the Company's
executives are also eligible to receive additional bonuses based on the
achievement of increased performance targets for operating income, resulting in
additional bonuses equal to up to 100% of the executive's bonus, as determined
by the Compensation Committee. The grant of the additional bonuses will be based
upon the achievement of the increased operating income target, individual goals
for 2006 and the individual's contribution to the Company's financial
performance.
Notwithstanding the Plan provisions described above, the Compensation
Committee, at its sole discretion, may modify or change the Plan at any time,
including, but not limited to, revising performance targets, bonus multipliers,
strategic goals and objectives and actual bonus payments. The Compensation
Committee has the sole discretion to determine (i) whether Company performance
targets have been achieved, (ii) whether individual goals and objectives have
been achieved and (iii) the amount of any adjustments to a participant's
assigned target percentage based on items (i) and (ii) above or such other
criteria deemed appropriate by the Compensation Committee.
All summaries or descriptions of the Plan are qualified in their
entireties by the Plan filed as exhibit 10.1 filed herewith.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Neoware Senior Officer Bonus Plan
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: January 31, 2006 Neoware, Inc.
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(Registrant)
/s/ Keith D. Schneck
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Keith D. Schneck
Executive Vice President and
Chief Financial Officer