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): November 24 1999
NEOWARE SYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-21240 232705700
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
400 Feheley Drive, King of Prussia, Pennsylvania 19406
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(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 November 24, 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, reporting that it received notification
from Nasdaq that because the Company no longer meets Nasdaq's minimum net
tangible asset requirement, the Nasdaq Staff has determined to delist the
Company's securities effective at the close of business on November 30, 1999.
The Company has decided to appeal the Nasdaq decision which appeal will suspend
the delisting process pending a decision by the Nasdaq Listing Qualification
Panel.
Nasdaq also notified the Company of its belief that the transaction
previously announced by the Company to acquire the business of MTX, Inc. of
Raleigh, North Carolina will require the combined company to meet Nasdaq's
initial listing requirements in order for its securities to be listed on the
National Market. Nasdaq noted that the combined company may not meet the initial
listing requirements. The Company also plans to appeal Nasdaq's classification
determination.
The Company also reported that the agreement between the Company and
MTX, Inc. requires as a closing condition that the shares of Neoware common
stock issuable in the transaction be approved for listing on the Nasdaq National
Market. The Company stated it is unable to predict at this time whether its
efforts to remain listed will be successful or, if not, whether MTX will waive
this condition.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibit is filed herewith:
Exhibit Number Description
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99.1 Registrant's press release, dated November 24, 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: November 29, 1999 By: /s/ Edward C. Callahan, Jr
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Edward C. Callahan, Jr.
President and Chief Executive Officer