UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) May 5, 2006
Neoware, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21240 23-2705700
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3200 Horizon 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 8.01 Other Events.
In May 2006, Michael Kantrowitz, the Chairman, President and Chief
Executive Officer of Neoware, Inc. (the "Company"), adopted a Rule 10b5-1 stock
trading plan under which Mr. Kantrowitz may sell up to 20% of his total
holdings, or 87,500 shares, of the Company's common stock, including issued and
outstanding shares and shares issuable under stock options. The shares may be
sold on a periodic basis starting on May 18, 2006, provided that the Company's
stock price reaches certain target prices set forth in the plan. Prior to
entering into the plan, Mr. Kantrowitz held shares of common stock and options
representing a total of 441,500 shares. Mr. Kantrowitz has entered into the plan
to diversify a portion of his assets in an orderly fashion and currently intends
to use a portion of the proceeds to exercise incentive stock options. Any
transactions under the plan will be reported by Mr. Kantrowitz on Form 144 and
Form 4 filings with the Securities and Exchange Commission.
The Plan is intended to comply with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended, and the Company's insider trading policy. Rule
10b5-1 allows corporate insiders to establish prearranged written stock trading
plans at a time when the insider is not aware of material, nonpublic
information. Subsequent receipt by the insider of material, nonpublic
information will not prevent prearranged transactions under the Rule 10b5-1 plan
from being executed.
Except as may be required by law, the Company does not undertake to
report future plans by Mr. Kantrowitz or other officers or directors of the
Company nor to report modifications, terminations, transactions or other
activities under such trading plans.
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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 duly authorized.
NEOWARE, INC.
Dated: May 16, 2006 By: /S/ Keith D. Schneck
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Keith D. Schneck, Executive Vice President
and Chief Financial Officer
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