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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>UNITED STATES </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">WASHINGTON, D.C. 20549</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">__________</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">CURRENT REPORT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">PURSUANT TO SECTION 13 OR 15(d) OF THE</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">SECURITIES EXCHANGE ACT OF 1934</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">September 11, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">__________</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><FONT STYLE="font-size: 16pt"><B>Mediware
Information Systems, Inc.</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>New York</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(STATE OR OTHER JURISDICTION OF INCORPORATION)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

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    <TD STYLE="width: 50%">
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>0-10768</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(COMMISSION FILE NUMBER)</P></TD>
    <TD STYLE="width: 50%">
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>11-2209324</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(I.R.S. EMPLOYER IDENTIFICATION NO.)</P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-size: 10pt; font-weight: bold; text-align: center">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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    <TD STYLE="width: 100%">
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>11711 West 79<SUP>th</SUP> Street, Lenexa,
        KS 66214</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(ADDRESS OF PRINCIPAL
        EXECUTIVE OFFICES)</P></TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(913) 307-1000</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(REGISTRANT&rsquo;S TELEPHONE NUMBER, INCLUDING
AREA CODE)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">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 (<I>see</I> General Instruction
A.2. below):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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    <TD STYLE="width: 5%; padding: 0; font-size: 10pt; text-indent: 0"><FONT STYLE="font-family: Wingdings">&#168;</FONT></TD>
    <TD STYLE="padding-top: 0; padding-bottom: 0; font-size: 10pt; width: 95%">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</TD></TR>
<TR>
    <TD STYLE="padding: 0; font-size: 10pt; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding-top: 0; padding-bottom: 0; font-size: 10pt">&nbsp;</TD></TR>
<TR>
    <TD STYLE="padding: 0; font-size: 10pt; text-indent: 0"><FONT STYLE="font-family: Wingdings">&#120;</FONT></TD>
    <TD STYLE="padding-top: 0; padding-bottom: 0; font-size: 10pt">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR>
<TR>
    <TD STYLE="padding: 0; font-size: 10pt; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding-top: 0; padding-bottom: 0; font-size: 10pt">&nbsp;</TD></TR>
<TR>
    <TD STYLE="padding: 0; font-size: 10pt; text-indent: 0"><FONT STYLE="font-family: Wingdings">&#168;</FONT></TD>
    <TD STYLE="padding-top: 0; padding-bottom: 0; font-size: 10pt">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD></TR>
<TR>
    <TD STYLE="padding: 0; font-size: 10pt; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding-top: 0; padding-bottom: 0; font-size: 10pt">&nbsp;</TD></TR>
<TR>
    <TD STYLE="padding: 0; font-size: 10pt; text-indent: 0"><FONT STYLE="font-family: Wingdings">&#168;</FONT></TD>
    <TD STYLE="padding-top: 0; padding-bottom: 0; font-size: 10pt">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.25in"><B>&nbsp;</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 1.01. Entry into a Material Definitive Agreement.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">On September 11, 2012, Mediware Information
Systems, Inc., a New York corporation (the &ldquo;Company&rdquo; or &ldquo;Mediware&rdquo;), entered into an Agreement and Plan
of Merger (the &ldquo;Merger Agreement&rdquo;) with Project Ruby Parent Corp., a Delaware corporation (&ldquo;Parent&rdquo;) and
Project Ruby Merger Corp., a New York corporation and a wholly owned subsidiary of Parent (&ldquo;Merger Subsidiary&rdquo;), providing
for the merger (&ldquo;Merger&rdquo;) of Merger Subsidiary with and into the Company, with the Company surviving the Merger as
a wholly-owned subsidiary of Parent. Parent and Merger Subsidiary are controlled affiliates of Thoma Bravo, LLC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">At the effective time of the Merger, each
share of Company common stock outstanding immediately prior to the effective time (other than shares held by (i)&nbsp;Parent, Merger
Subsidiary, or any subsidiary of Parent or Merger Subsidiary or held in treasury of the Company or owned by any subsidiary of the
Company or (ii)&nbsp;persons who properly exercise appraisal rights under New York law) will be cancelled and converted into the
right to receive $22.00 in cash, without interest (the &ldquo;Merger Consideration&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Each option to purchase Company common stock
that is outstanding as of the effective time of the Merger will be automatically cancelled in exchange for the right to receive
the excess, if any, of $22.00 over the exercise price of such option, less applicable taxes required to be withheld. Restrictions
on shares of restricted stock will be caused to lapse immediately prior to the Merger, and the shares will be subject to the same
terms and conditions of the Merger Agreement that are applicable to all other shares of the Company&rsquo;s common stock. However,
if there are any terms or conditions more favorable to a holder of restricted stock under any employment or related agreement,
those terms or conditions will remain in full force and effect.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Consummation of the Merger is subject to
customary conditions, including without limitation: (i)&nbsp;the affirmative vote of the holders of a majority of the votes entitled
to be cast at a meeting of shareholders held for the purpose of approving the Merger Agreement and the Merger (the &ldquo;Shareholder
Approval&rdquo;), (ii)&nbsp;the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and (iii)&nbsp;the absence of any law, injunction, judgment or ruling making illegal or prohibiting
the consummation of the Merger or enjoining the Company, Parent or Merger Subsidiary from consummating the Merger. Moreover, each
party&rsquo;s obligation to consummate the Merger is subject to certain other conditions, including without limitation: (a)&nbsp;the
accuracy of the other party&rsquo;s representations and warranties contained in the Merger Agreement (subject, in most cases, to
material adverse effect qualifiers) and (b)&nbsp;the other party&rsquo;s performance in all material respects of all obligations
to be performed by it under the Merger Agreement. In addition, Parent&rsquo;s and Merger Subsidiary&rsquo;s obligation to consummate
the Merger is subject to certain other conditions, including that no Company Material Adverse Effect (as defined in the Merger
Agreement) shall have occurred since the date of the Merger Agreement. Assuming the satisfaction of closing conditions, the Company
expects the transaction to close prior to December 31, 2012.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company has made customary representations
and warranties and covenants in the Merger Agreement, including without limitation covenants regarding: (i)&nbsp;the conduct of
the business of the Company prior to the consummation of the Merger, (ii)&nbsp;the calling and holding of a meeting of the Company&rsquo;s
shareholders for the purpose of obtaining the Shareholder Approval and (iii)&nbsp;the use of commercially reasonable efforts to
cause the Merger to be consummated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Merger Agreement obliges the Company
to abide by customary &ldquo;no-shop&rdquo; restrictions on its ability to solicit alternative acquisition proposals from third
parties and to provide non-public information to and enter into discussions or negotiations with third parties regarding alternative
acquisition proposals. Notwithstanding this obligation, prior to the receipt of the Shareholder Approval, the Company may under
certain circumstances furnish information to and engage in discussions or negotiations with third parties with respect to unsolicited
alternative acquisition proposals that the Company&rsquo;s Board of Directors reasonably believes could lead to a Superior Proposal.
A &ldquo;Superior Proposal&rdquo; is a written acquisition proposal for at least 50% of the outstanding shares of Company common
stock or all or substantially all of the consolidated assets of the Company on terms that the Company Board has determined in good
faith, after taking into consideration all relevant factors, are more favorable to the Company&rsquo;s shareholders than the Merger.
In the event of a Superior Proposal, and subject to the terms set forth in the Merger Agreement, the Company may terminate the
Agreement and pay to Parent the Break-Up Fee (as defined below).</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Merger Agreement contains certain termination
rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, including upon acceptance
of a Superior Proposal and the subsequent termination of the Merger Agreement, the Company will be required to pay to Parent a
termination fee of $5,769,000 (the &ldquo;Break-Up Fee&rdquo;). Additionally, under certain circumstances that the Break-Up Fee
is not payable, the Company will be required to pay Parent its reasonable and documented fees and expenses with respect to the
Merger of up to $2,000,000. The Merger Agreement also provides that Parent will be required to pay the Company a reverse termination
fee of $10,000,000 under specified circumstances (the &ldquo;Reverse Termination Fee&rdquo;). Each party also has certain specific
performance rights as set forth in the Merger Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Parent and Merger Subsidiary have obtained
equity financing commitments for the transaction contemplated by the Merger Agreement. Thoma Bravo Fund X, L.P., a Delaware limited
partnership, has committed to capitalize Parent, at or prior to the closing of the Merger, with an aggregate equity contribution
in an amount sufficient to allow Parent and/or Merger Sub to fund the aggregate Merger Consideration (including any payments owed
to holders of outstanding Company options and restricted stock granted by the Company in accordance with the Merger Agreement)
and to pay related fees and expenses upon the consummation of the Acquisition, all on the terms and subject to the conditions set
forth in the equity commitment letter entered into by Thoma Bravo Fund X, L.P. in connection with the Merger (the &ldquo;Equity
Commitment Letter&rdquo;). Thoma Bravo Fund X, L.P. has also provided the Company with a limited guaranty (the &ldquo;Limited Guaranty&rdquo;)
in favor of the Company guaranteeing the payment of the Reverse Termination Fee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The representations and warranties of the
Company contained in the Merger Agreement have been made solely for the benefit of Parent and Merger Subsidiary. In addition, such
representations and warranties (a)&nbsp;have been made only for purposes of the Merger Agreement, (b)&nbsp;have been qualified
by certain disclosures made to Parent and Merger Subsidiary not reflected in the text of the Merger Agreement, (c)&nbsp;may be
subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by
investors, (d)&nbsp;were made only as of the date of the Merger Agreement or other specific dates and (e)&nbsp;have been included
in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as
facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the
terms of the Merger Agreement and not to provide investors with any other factual information regarding the Company or its business.
Investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may
or may not be fully reflected in the Company&rsquo;s public disclosures. The Merger Agreement should not be read alone, but should
instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated
by reference into, the Forms 10-K, Forms 10-Q, proxy statements and other documents that the Company files with the Securities
and Exchange Commission (the &ldquo;SEC&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The foregoing summary of the Merger Agreement
does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is attached hereto as Exhibit 2.1
and incorporated herein by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In connection with the execution of the
Merger Agreement, the directors and named executive officers (who own shares) of the Company each entered into a Voting Agreement,
dated the date of the Merger Agreement, with Parent (the &ldquo;Voting Agreement&rdquo;), pursuant to which, among other things,
each such director and officer agreed, subject to the terms and conditions set forth therein, to vote their shares of Company common
stock in favor of the Merger Agreement and the transactions contemplated thereby. The foregoing summary of the Voting Agreement
does not purport to be complete and is qualified in its entirety by the form of Voting Agreement, which is attached hereto as Exhibit
10.1 and incorporated herein by reference.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Information regarding the solicitation of proxies</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In connection with the proposed transaction,
the Company will file a proxy statement and relevant documents concerning the proposed transaction with the SEC relating to the
solicitation of proxies to vote at a special meeting of stockholders to be called to approve the proposed transaction. The definitive
proxy statement will be mailed to the stockholders of the Company in advance of the special meeting. <B>Shareholders of the Company
are urged to read the proxy statement and other relevant materials when they become available because they will contain important
information about the Company and the proposed transaction. </B>Shareholders may obtain a free copy of the proxy statement and
any other relevant documents filed by the Company with the SEC (when available) at the SEC&rsquo;s Web site at www.sec.gov.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company and its directors and certain
executive officers may be deemed to be participants in the solicitation of proxies from the Company shareholders in respect of
the proposed transaction. Information about the directors and executive officers of the Company and their respective interests
in the Company by security holdings or otherwise is set forth in its proxy statements and Annual Reports on Form 10-K, previously
filed with the SEC. Investors may obtain additional information regarding the interest of the participants by reading the proxy
statement regarding the acquisition when it becomes available. Each of these documents is, or will be, available for free at the
SEC&rsquo;s Web site at www.sec.gov and at the Mediware Investor Relations Website at: www.mediware.com/investors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Cautionary Note Concerning Forward-Looking Statements</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Certain statements in this Current Report
on Form 8-K constitute &ldquo;forward-looking statements&rdquo; within the meaning of the Private Securities Litigation Reform
Act of 1995 and are intended to be covered by the safe harbor created thereby. Forward-looking statements are typically identified
by words or phrases such as &ldquo;will,&rdquo; &ldquo;anticipate,&rdquo; &ldquo;estimate,&rdquo; &ldquo;expect,&rdquo; &ldquo;project,&rdquo;
&ldquo;intend,&rdquo; &ldquo;plan,&rdquo; &ldquo;believe,&rdquo; &ldquo;target,&rdquo; &ldquo;forecast&rdquo; and other words and
terms of similar meaning. These statements reflect management&rsquo;s current views with respect to future events and are subject
to risk and uncertainties, which may cause actual results to differ significantly from the results discussed in the forward-looking
statements, including: (a) the failure to timely consummate, or to consummate at all, the proposed Merger, which may adversely
affect the Company&rsquo;s business and the price of its stock; (b) the diversion of management time from the Company&rsquo;s ongoing
operations; (c) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger
Agreement, including termination under certain specified circumstances that could require the Company to pay the Break-Up Fee to
Parent or to reimburse Parent for certain of its costs and expenses up to $2.0 million; (d) the outcome of any legal proceedings
that may be instituted against the Company related to the Merger Agreement; (e) the inability to complete the Merger due to the
failure to obtain shareholder approval for the Merger or the failure to satisfy other conditions to completion of the Merger, including
the receipt of regulatory approvals related to the Merger; (f) risks that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of the Merger; (g) the effect of the announcement of the pendency
of the Merger on the Company&rsquo;s business relationships, operating results and business generally; (h) the amount of the costs,
fees, expenses and charges related to the Merger; and (i) other risks and uncertainties described herein, as well as those risks
and uncertainties discussed from time to time in the Company&rsquo;s other reports and other public filings with the SEC. Additional
information concerning these and other factors can be found in the Company&rsquo;s filings with the Securities and Exchange Commission,
including the Company&rsquo;s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K. Except as required by law, the Company expressly disclaims any obligation to publicly revise any forward-looking statements
contained in this Form 8-K to reflect the occurrence of events after the date of this Form 8-K.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 10%; font-size: 10pt; font-weight: bold">Item&nbsp;9.01</TD>
    <TD STYLE="font-size: 10pt; font-weight: bold">Financial Statements and Exhibits</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR>
    <TD STYLE="width: 4%; font-size: 10pt">&nbsp;</TD>
    <TD STYLE="width: 4%; vertical-align: top; font-size: 10pt; font-style: italic">(d)</TD>
    <TD STYLE="vertical-align: top; font-size: 10pt; font-style: italic">Exhibits</TD></TR>
<TR>
    <TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; font-size: 10pt; font-style: italic">&nbsp;</TD>
    <TD STYLE="vertical-align: top; font-size: 10pt; font-style: italic">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 48.95pt">The following documents are furnished
herewith as exhibits to this report:</P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR>
    <TD>&nbsp;</TD>
    <TD STYLE="width: 4%; vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="width: 88%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD NOWRAP>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Exhibit</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; border-bottom: black 0.75pt solid"><B>Number</B></P>
        </TD>
    <TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD NOWRAP>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; border-bottom: black 0.75pt solid"><B>Description
        of Exhibit</B></P></TD></TR>
<TR>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR>
    <TD NOWRAP STYLE="vertical-align: top; font-size: 10pt; text-align: center">2.1</TD>
    <TD STYLE="vertical-align: bottom; font-size: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; font-size: 10pt">Agreement and Plan of Merger, dated as of September&nbsp;11, 2012, by and among Mediware Information Systems, Inc., Project Ruby Parent Corp. and Project Ruby Merger Corp.</TD></TR>
<TR>
    <TD NOWRAP STYLE="vertical-align: top; font-size: 10pt; text-align: center">10.1</TD>
    <TD STYLE="vertical-align: bottom; font-size: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; font-size: 10pt">Form of Voting Agreement</TD></TR>
<TR>
    <TD NOWRAP STYLE="vertical-align: top; font-size: 10pt; text-align: center">99.1</TD>
    <TD STYLE="vertical-align: bottom; font-size: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; font-size: 10pt">News Release dated September&nbsp;12, 2012, issued by Mediware Information Systems, Inc.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SIGNATURE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Date: September 12, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold">MEDIWARE INFORMATION SYSTEMS, INC.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; width: 55%">&nbsp;</TD>
    <TD STYLE="font-weight: bold; width: 3%">&nbsp;</TD>
    <TD STYLE="font-weight: bold; width: 42%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>By:</TD>
    <TD STYLE="border-bottom: Black 1pt solid">&nbsp; /s/ T. Kelly Mann</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Name: &nbsp;T. Kelly Mann</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Title:&nbsp; President and Chief Executive Officer</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>



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{"company-data": {"conformed-name": "MEDIWARE INFORMATION SYSTEMS INC", "cik": "0000874733", "assigned-sic": "7373", "irs-number": "112209324", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10768", "film-number": "121086719"}, "business-address": {"street1": "11711 WEST 79TH STREET", "city": "LENEXA", "state": "KS", "zip": "66214", "phone": "9133071000"}, "mail-address": {"street1": "11711 WEST 79TH STREET", "city": "LENEXA", "state": "KS", "zip": "66214"}}
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):
September 11, 2012
__________
Mediware
Information Systems, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
New York
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-10768
(COMMISSION FILE NUMBER)
11-2209324
(I.R.S. EMPLOYER IDENTIFICATION NO.)
11711 West 79
th
Street, Lenexa,
        KS 66214
(ADDRESS OF PRINCIPAL
        EXECUTIVE OFFICES)
(913) 307-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING
AREA CODE)
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)
x
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.
On September 11, 2012, Mediware Information
Systems, Inc., a New York corporation (the "Company" or "Mediware"), entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Project Ruby Parent Corp., a Delaware corporation ("Parent") and
Project Ruby Merger Corp., a New York corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), providing
for the merger ("Merger") of Merger Subsidiary with and into the Company, with the Company surviving the Merger as
a wholly-owned subsidiary of Parent. Parent and Merger Subsidiary are controlled affiliates of Thoma Bravo, LLC.
At the effective time of the Merger, each
share of Company common stock outstanding immediately prior to the effective time (other than shares held by (i) Parent, Merger
Subsidiary, or any subsidiary of Parent or Merger Subsidiary or held in treasury of the Company or owned by any subsidiary of the
Company or (ii) persons who properly exercise appraisal rights under New York law) will be cancelled and converted into the
right to receive $22.00 in cash, without interest (the "Merger Consideration").
Each option to purchase Company common stock
that is outstanding as of the effective time of the Merger will be automatically cancelled in exchange for the right to receive
the excess, if any, of $22.00 over the exercise price of such option, less applicable taxes required to be withheld. Restrictions
on shares of restricted stock will be caused to lapse immediately prior to the Merger, and the shares will be subject to the same
terms and conditions of the Merger Agreement that are applicable to all other shares of the Company's common stock. However,
if there are any terms or conditions more favorable to a holder of restricted stock under any employment or related agreement,
those terms or conditions will remain in full force and effect.
Consummation of the Merger is subject to
customary conditions, including without limitation: (i) the affirmative vote of the holders of a majority of the votes entitled
to be cast at a meeting of shareholders held for the purpose of approving the Merger Agreement and the Merger (the "Shareholder
Approval"), (ii) the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and (iii) the absence of any law, injunction, judgment or ruling making illegal or prohibiting
the consummation of the Merger or enjoining the Company, Parent or Merger Subsidiary from consummating the Merger. Moreover, each
party's obligation to consummate the Merger is subject to certain other conditions, including without limitation: (a) the
accuracy of the other party's representations and warranties contained in the Merger Agreement (subject, in most cases, to
material adverse effect qualifiers) and (b) the other party's performance in all material respects of all obligations
to be performed by it under the Merger Agreement. In addition, Parent's and Merger Subsidiary's obligation to consummate
the Merger is subject to certain other conditions, including that no Company Material Adverse Effect (as defined in the Merger
Agreement) shall have occurred since the date of the Merger Agreement. Assuming the satisfaction of closing conditions, the Company
expects the transaction to close prior to December 31, 2012.
The Company has made customary representations
and warranties and covenants in the Merger Agreement, including without limitation covenants regarding: (i) the conduct of
the business of the Company prior to the consummation of the Merger, (ii) the calling and holding of a meeting of the Company's
shareholders for the purpose of obtaining the Shareholder Approval and (iii) the use of commercially reasonable efforts to
cause the Merger to be consummated.
The Merger Agreement obliges the Company
to abide by customary "no-shop" restrictions on its ability to solicit alternative acquisition proposals from third
parties and to provide non-public information to and enter into discussions or negotiations with third parties regarding alternative
acquisition proposals. Notwithstanding this obligation, prior to the receipt of the Shareholder Approval, the Company may under
certain circumstances furnish information to and engage in discussions or negotiations with third parties with respect to unsolicited
alternative acquisition proposals that the Company's Board of Directors reasonably believes could lead to a Superior Proposal.
A "Superior Proposal" is a written acquisition proposal for at least 50% of the outstanding shares of Company common
stock or all or substantially all of the consolidated assets of the Company on terms that the Company Board has determined in good
faith, after taking into consideration all relevant factors, are more favorable to the Company's shareholders than the Merger.
In the event of a Superior Proposal, and subject to the terms set forth in the Merger Agreement, the Company may terminate the
Agreement and pay to Parent the Break-Up Fee (as defined below).
The Merger Agreement contains certain termination
rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, including upon acceptance
of a Superior Proposal and the subsequent termination of the Merger Agreement, the Company will be required to pay to Parent a
termination fee of $5,769,000 (the "Break-Up Fee"). Additionally, under certain circumstances that the Break-Up Fee
is not payable, the Company will be required to pay Parent its reasonable and documented fees and expenses with respect to the
Merger of up to $2,000,000. The Merger Agreement also provides that Parent will be required to pay the Company a reverse termination
fee of $10,000,000 under specified circumstances (the "Reverse Termination Fee"). Each party also has certain specific
performance rights as set forth in the Merger Agreement.
Parent and Merger Subsidiary have obtained
equity financing commitments for the transaction contemplated by the Merger Agreement. Thoma Bravo Fund X, L.P., a Delaware limited
partnership, has committed to capitalize Parent, at or prior to the closing of the Merger, with an aggregate equity contribution
in an amount sufficient to allow Parent and/or Merger Sub to fund the aggregate Merger Consideration (including any payments owed
to holders of outstanding Company options and restricted stock granted by the Company in accordance with the Merger Agreement)
and to pay related fees and expenses upon the consummation of the Acquisition, all on the terms and subject to the conditions set
forth in the equity commitment letter entered into by Thoma Bravo Fund X, L.P. in connection with the Merger (the "Equity
Commitment Letter"). Thoma Bravo Fund X, L.P. has also provided the Company with a limited guaranty (the "Limited Guaranty")
in favor of the Company guaranteeing the payment of the Reverse Termination Fee.
The representations and warranties of the
Company contained in the Merger Agreement have been made solely for the benefit of Parent and Merger Subsidiary. In addition, such
representations and warranties (a) have been made only for purposes of the Merger Agreement, (b) have been qualified
by certain disclosures made to Parent and Merger Subsidiary not reflected in the text of the Merger Agreement, (c) may be
subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by
investors, (d) were made only as of the date of the Merger Agreement or other specific dates and (e) have been included
in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as
facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the
terms of the Merger Agreement and not to provide investors with any other factual information regarding the Company or its business.
Investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may
or may not be fully reflected in the Company's public disclosures. The Merger Agreement should not be read alone, but should
instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated
by reference into, the Forms 10-K, Forms 10-Q, proxy statements and other documents that the Company files with the Securities
and Exchange Commission (the "SEC").
The foregoing summary of the Merger Agreement
does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is attached hereto as Exhibit 2.1
and incorporated herein by reference.
In connection with the execution of the
Merger Agreement, the directors and named executive officers (who own shares) of the Company each entered into a Voting Agreement,
dated the date of the Merger Agreement, with Parent (the "Voting Agreement"), pursuant to which, among other things,
each such director and officer agreed, subject to the terms and conditions set forth therein, to vote their shares of Company common
stock in favor of the Merger Agreement and the transactions contemplated thereby. The foregoing summary of the Voting Agreement
does not purport to be complete and is qualified in its entirety by the form of Voting Agreement, which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Information regarding the solicitation of proxies
In connection with the proposed transaction,
the Company will file a proxy statement and relevant documents concerning the proposed transaction with the SEC relating to the
solicitation of proxies to vote at a special meeting of stockholders to be called to approve the proposed transaction. The definitive
proxy statement will be mailed to the stockholders of the Company in advance of the special meeting.
Shareholders of the Company
are urged to read the proxy statement and other relevant materials when they become available because they will contain important
information about the Company and the proposed transaction.
Shareholders may obtain a free copy of the proxy statement and
any other relevant documents filed by the Company with the SEC (when available) at the SEC's Web site at www.sec.gov.
The Company and its directors and certain
executive officers may be deemed to be participants in the solicitation of proxies from the Company shareholders in respect of
the proposed transaction. Information about the directors and executive officers of the Company and their respective interests
in the Company by security holdings or otherwise is set forth in its proxy statements and Annual Reports on Form 10-K, previously
filed with the SEC. Investors may obtain additional information regarding the interest of the participants by reading the proxy
statement regarding the acquisition when it becomes available. Each of these documents is, or will be, available for free at the
SEC's Web site at www.sec.gov and at the Mediware Investor Relations Website at: www.mediware.com/investors.
Cautionary Note Concerning Forward-Looking Statements
Certain statements in this Current Report
on Form 8-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform
Act of 1995 and are intended to be covered by the safe harbor created thereby. Forward-looking statements are typically identified
by words or phrases such as "will," "anticipate," "estimate," "expect," "project,"
"intend," "plan," "believe," "target," "forecast" and other words and
terms of similar meaning. These statements reflect management's current views with respect to future events and are subject
to risk and uncertainties, which may cause actual results to differ significantly from the results discussed in the forward-looking
statements, including: (a) the failure to timely consummate, or to consummate at all, the proposed Merger, which may adversely
affect the Company's business and the price of its stock; (b) the diversion of management time from the Company's ongoing
operations; (c) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger
Agreement, including termination under certain specified circumstances that could require the Company to pay the Break-Up Fee to
Parent or to reimburse Parent for certain of its costs and expenses up to $2.0 million; (d) the outcome of any legal proceedings
that may be instituted against the Company related to the Merger Agreement; (e) the inability to complete the Merger due to the
failure to obtain shareholder approval for the Merger or the failure to satisfy other conditions to completion of the Merger, including
the receipt of regulatory approvals related to the Merger; (f) risks that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of the Merger; (g) the effect of the announcement of the pendency
of the Merger on the Company's business relationships, operating results and business generally; (h) the amount of the costs,
fees, expenses and charges related to the Merger; and (i) other risks and uncertainties described herein, as well as those risks
and uncertainties discussed from time to time in the Company's other reports and other public filings with the SEC. Additional
information concerning these and other factors can be found in the Company's filings with the Securities and Exchange Commission,
including the Company's most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K. Except as required by law, the Company expressly disclaims any obligation to publicly revise any forward-looking statements
contained in this Form 8-K to reflect the occurrence of events after the date of this Form 8-K.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
The following documents are furnished
herewith as exhibits to this report:
Exhibit
Number
Description
        of Exhibit
2.1
Agreement and Plan of Merger, dated as of September 11, 2012, by and among Mediware Information Systems, Inc., Project Ruby Parent Corp. and Project Ruby Merger Corp.
10.1
Form of Voting Agreement
99.1
News Release dated September 12, 2012, issued by Mediware Information Systems, Inc.
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.
Date: September 12, 2012
MEDIWARE INFORMATION SYSTEMS, INC.
By:
/s/ T. Kelly Mann
Name:  T. Kelly Mann
Title:  President and Chief Executive Officer