SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 7, 1999 NEOWARE SYSTEMS INC. (Exact name of registrant as specified in its charter) Delaware 000-21240 232705700 - ---------------------------------------- ------------------------------------- ------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation) 400 Feheley Drive, King of Prussia, Pennsylvania --------------------------------------------------------- 19406 (Address of principal executive offices/Zip Code) Registrant's telephone number, including area code: (610) 277-8300 Former name, former address, and former fiscal year, if changed since last report: N/A Item 5. Other Events. On October 7, 1999, Neoware Systems, Inc. (the "Company") issued a press release, the text of which is attached hereto as Exhibit 99.1 and incorporated herein in its entirety, announcing the signing of a Definitive Agreement to acquire certain assets, assume certain liabilities and acquire the business of MTX, Inc. of Raleigh, North Carolina. In exchange, the Company will issue approximately 25,143,000 shares of its common stock resulting in MTX's shareholders owning 80% of the combined entity upon consummation of the transaction. Subject to approval by Neoware shareholders, the companies expect to complete the transaction by year-end or shortly thereafter. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following exhibit is filed herewith: Exhibit Number Description - -------------- ----------- 99.1 Registrant's press release, dated May 14, 1999 SIGNATURE 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. NEOWARE SYSTEMS INC. Date: October 19, 1999 By: /s/ Edward C. Callahan -------------------------------------- Edward C. Callahan, Jr. President and Chief Executive Officer Date: October 19, 1999 By: /s/ Vincent T. Dolan -------------------------------------- Vincent T. Dolan Vice President and Chief Financial Officer