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Prepared and filed by St Ives Financial
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<p align="center"><font size="2" face="serif">UNITED STATES</font><br>
<font size="2" face="serif">SECURITIES AND EXCHANGE COMMISSION</font><br>
<font size="2" face="serif">Washington, D.C. 20549</font></p>
<p align="center"><font size="2" face="serif">FORM 8-K</font></p>
<p align="center"><font size="2" face="serif">CURRENT REPORT Pursuant</font><br>
<font size="2" face="serif">to Section 13 or 15(d) of the</font><br>
<font size="2" face="serif">Securities Exchange Act of 1934</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date of report (Date of earliest event reported) July 12, 2006</font></p>
<table width="100%" border="0" cellspacing="0" cellpadding="0">
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    <td align="center"><font size="2" face="serif">Neoware, Inc.&nbsp;&nbsp;</font></td>
  </tr>
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    <td align="center"><hr size="1" noshade></td>
  </tr>
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    <td align="center"><font size="2" face="serif">(Exact Name of Registrant
    as Specified in Its Charter)</font></td>
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    <td width="33%">&nbsp;</td>
    <td width="33%"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></td>
    <td>&nbsp;</td>
  </tr>
  <tr align="center">
    <td><font size="2" face="serif">Delaware</font></td>
    <td><font size="2" face="serif">000-21240</font></td>
    <td><font size="2" face="serif">23-2705700</font></td>
  </tr>
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    <td><hr size="1" noshade></td>
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    <td><font size="2" face="serif">(State or Other Jurisdiction<br>
    of Incorporation)    </font></td>
    <td><font size="2" face="serif">(Commission File Number)</font></td>
    <td><font size="2" face="serif">(IRS Employer Identification No.)</font></td>
  </tr>
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    <td width="66%">&nbsp;</td>
    <td>&nbsp;</td>
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    <td><font size="2" face="serif">3200 Horizon Drive, King of Prussia, Pennsylvania</font></td>
    <td><font size="2" face="serif">19406</font></td>
  </tr>
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    <td><hr size="1" noshade></td>
    <td><hr size="1" noshade></td>
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    <td><font size="2" face="serif">(Address of Principal Executive Offices)</font></td>
    <td><font size="2" face="serif">&nbsp;(Zip
Code)</font></td>
  </tr>
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    <td>&nbsp;</td>
  </tr>
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    <td align="center"><font size="2" face="serif">(610) 277-8300</font></td>
  </tr>
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    <td align="center"><hr size="1" noshade></td>
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    <td align="center"><font size="2" face="serif">(Registrant&#8217;s Telephone
    Number, Including Area Code)</font></td>
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    <td align="center">&nbsp;</td>
  </tr>
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    <td align="center"><hr size="1" noshade></td>
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    <td align="center"><font size="2" face="serif">(Former Name or Former Address,
    if Changed Since Last Report)</font></td>
  </tr>
</table>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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):</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<img src="emptybox.gif" width="12" height="12">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<img src="emptybox.gif" width="12" height="12">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<img src="emptybox.gif" width="12" height="12">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<img src="emptybox.gif" width="12" height="12">&nbsp;&nbsp;&nbsp;&nbsp; Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></p>
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<p>&nbsp;</p>
<p align="left"><font size="2" face="serif">Item 1.01. Entry into a Material
    Definitive Agreement.</font></p>
<p align="left"><font size="2" face="serif">On July 12, 2006, the Company entered
    into an employment offer letter with Klaus P. Besier, a member of the Company&#8217;s
    Board of Directors, defining the terms of his employment with the Company
    as President, reporting to the Chief Executive Officer. Mr. Besier will receive
    an annual base salary of $325,000 and will be eligible for an annual executive
    bonus of up to $162,500, based on quarterly and annual revenue and profitability
    goals and individual performance, upon the recommendation of the Chief Executive
    Officer. The bonus can be increased or decreased at the Compensation and
    Stock Option Committee&#8217;s discretion if the Company or Mr. Besier significantly
    exceeds or fails to achieve the goals. Goals will include the delivery of
    a minimum percentage of pro forma operating income calculated as a percentage
    of net revenues and other goals to be determined by the Committee upon the
    recommendation of the Chief Executive Officer. In addition, the Company has
    agreed to grant to Mr. Besier stock options to purchase 250,000 shares of
    the Company&#8217;s common stock, which will have a term of 10 years, will
    vest in four equal annual installments commencing one year after grant and
    will have an exercise price equal to the closing selling price of the common
    stock on the date of grant.</font></p>
<p align="left"><font size="2" face="serif">Under the terms of the letter, in the event of a &#8220;change in control&#8221; (as defined in the Company&#8217;s 2004 Equity Incentive Plan), if Mr. Besier is not offered a comparable position by the Company or the acquirer, or if he does not accept employment in any other capacity offered by the acquirer, the Company will continue to pay his base salary and the Company&#8217;s portion of his health care costs under COBRA for one year, pay an amount equal to the average of the annual bonus that he earned over the prior three years, and vest and accelerate exercisability of his outstanding stock options.  In the event that Mr. Besier is offered a comparable position following a change in control, or he accepts employment in any other capacity
offered by the acquirer, all of Mr. Besier&#8217;s outstanding stock options will vest and become exercisable one year after the change in control, provided that he is still working for the Company or the acquirer at that time.  In the event that Mr. Besier&#8217;s employment is terminated by the Company during or at the end of his first year of employment for reasons other than cause, he will resign from his position on the Board and will receive severance payments for a period of six months, and any of his options that would have vested upon completion of his first year of employment will vest and become exercisable on his last day of employment.</font></p>
<p align="left"><font size="2" face="serif">The foregoing description of the material terms of Mr. Besier&#8217;s employment offer letter is qualified in its entirety by reference to the employment offer letter which is filed as Exhibit 10.1 hereto.</font></p>
<p align="left"><font size="2" face="serif">Item 5.02. Departure of Directors
    or Principal Officers; Election of Directors; Appointment of Principal Officers.</font></p>
<p align="center"><font size="2" face="serif">2</font></p>
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<p align="left"><font size="2" face="serif">On July 13, 2006, the Company announced
    that effective on July 12, 2006 it had appointed Klaus P. Besier as President
    of the Company responsible for worldwide sales, marketing, operations, engineering,
    human resources and administration. Mr. Besier has been a director of the
    Company since December 2005. Mr. Besier served as President and Chief Executive
    Officer of FirePond, Inc., a global provider of e-business solutions for
    managing multi-channel selling, from July 1997 until his retirement in December
    2003 after the sale of the company. Prior to joining FirePond, he held various
    management positions, including the position of Chief Executive Officer of
    SAP America, Inc., a subsidiary of SAP AG, a provider of business application
    software. Mr. Besier is 55 years old and holds a bachelor's degree in business
    management and finance from the University of Economics in Berlin.</font></p>
<p align="left"><font size="2" face="serif">See Item 1.01 for a description of Mr. Besier&#8217;s employment offer letter, which is incorporated herein by reference.</font></p>
<p align="left"><font size="2" face="serif">Item 9.01 Financial Statements and
    Exhibits. </font></p>
<p align="left"><font size="2" face="serif">(c) Exhibits. The following documents are filed as exhibits to this report. </font></p>
<p align="left"><font size="2" face="serif" align="left">10.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employment offer letter dated July 12<b>, </b>2006 from Neoware, Inc. to Klaus P. Besier.</font></p>
<p align="left"><font size="2" face="serif" align="left">99.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Press Release dated June 13, 2006</font></p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center"><font face="serif" size="2">3</font></p>
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<p align="center"><font size="2" face="serif"><b>SIGNATURES</b></font></p>
<p align="left"><font size="2" face="serif">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.</font></p>
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    <td width="50%">&nbsp;</td>
    <td><font size="2" face="serif">&nbsp;NEOWARE, INC.</font></td>
  </tr>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
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    <td><font size="2" face="serif">Dated: July 13, 2006</font></td>
    <td><font size="2" face="serif">By: <u>/S/ Keith D. Schneck&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></td>
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    <td>&nbsp;</td>
    <td><font size="2" face="serif">Keith D. Schneck, Executive Vice President
        <br>
    and Chief Financial Officer</font></td>
  </tr>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
  </tr>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
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<p align="center"><font size="2" face="serif">4</font></p>
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{"company-data": {"conformed-name": "NEOWARE INC", "cik": "0000894743", "assigned-sic": "3571", "irs-number": "232705700", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21240", "film-number": "06961028"}, "business-address": {"street1": "3200 HORIZON DR", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6102778300"}, "mail-address": {"street1": "3200 HORIZON DR", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406"}, "former-company": [{"former-conformed-name": "NEOWARE SYSTEMS INC", "date-changed": "19980928"}, {"former-conformed-name": "HDS NETWORK SYSTEMS INC", "date-changed": "19950313"}, {"former-conformed-name": "INFORMATION SYSTEMS ACQUISITION CORP", "date-changed": "19930108"}]}
Prepared and filed by St Ives Financial
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) July 12, 2006
Neoware, Inc.
(Exact Name of Registrant
    as Specified in Its Charter)
Delaware
000-21240
23-2705700
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3200 Horizon Drive, King of Prussia, Pennsylvania
19406
(Address of Principal Executive Offices)
(Zip
Code)
(610) 277-8300
(Registrant's Telephone
    Number, Including Area Code)
(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.
On July 12, 2006, the Company entered
    into an employment offer letter with Klaus P. Besier, a member of the Company's
    Board of Directors, defining the terms of his employment with the Company
    as President, reporting to the Chief Executive Officer. Mr. Besier will receive
    an annual base salary of $325,000 and will be eligible for an annual executive
    bonus of up to $162,500, based on quarterly and annual revenue and profitability
    goals and individual performance, upon the recommendation of the Chief Executive
    Officer. The bonus can be increased or decreased at the Compensation and
    Stock Option Committee's discretion if the Company or Mr. Besier significantly
    exceeds or fails to achieve the goals. Goals will include the delivery of
    a minimum percentage of pro forma operating income calculated as a percentage
    of net revenues and other goals to be determined by the Committee upon the
    recommendation of the Chief Executive Officer. In addition, the Company has
    agreed to grant to Mr. Besier stock options to purchase 250,000 shares of
    the Company's common stock, which will have a term of 10 years, will
    vest in four equal annual installments commencing one year after grant and
    will have an exercise price equal to the closing selling price of the common
    stock on the date of grant.
Under the terms of the letter, in the event of a "change in control" (as defined in the Company's 2004 Equity Incentive Plan), if Mr. Besier is not offered a comparable position by the Company or the acquirer, or if he does not accept employment in any other capacity offered by the acquirer, the Company will continue to pay his base salary and the Company's portion of his health care costs under COBRA for one year, pay an amount equal to the average of the annual bonus that he earned over the prior three years, and vest and accelerate exercisability of his outstanding stock options.  In the event that Mr. Besier is offered a comparable position following a change in control, or he accepts employment in any other capacity
offered by the acquirer, all of Mr. Besier's outstanding stock options will vest and become exercisable one year after the change in control, provided that he is still working for the Company or the acquirer at that time.  In the event that Mr. Besier's employment is terminated by the Company during or at the end of his first year of employment for reasons other than cause, he will resign from his position on the Board and will receive severance payments for a period of six months, and any of his options that would have vested upon completion of his first year of employment will vest and become exercisable on his last day of employment.
The foregoing description of the material terms of Mr. Besier's employment offer letter is qualified in its entirety by reference to the employment offer letter which is filed as Exhibit 10.1 hereto.
Item 5.02. Departure of Directors
    or Principal Officers; Election of Directors; Appointment of Principal Officers.
2
On July 13, 2006, the Company announced
    that effective on July 12, 2006 it had appointed Klaus P. Besier as President
    of the Company responsible for worldwide sales, marketing, operations, engineering,
    human resources and administration. Mr. Besier has been a director of the
    Company since December 2005. Mr. Besier served as President and Chief Executive
    Officer of FirePond, Inc., a global provider of e-business solutions for
    managing multi-channel selling, from July 1997 until his retirement in December
    2003 after the sale of the company. Prior to joining FirePond, he held various
    management positions, including the position of Chief Executive Officer of
    SAP America, Inc., a subsidiary of SAP AG, a provider of business application
    software. Mr. Besier is 55 years old and holds a bachelor's degree in business
    management and finance from the University of Economics in Berlin.
See Item 1.01 for a description of Mr. Besier's employment offer letter, which is incorporated herein by reference.
Item 9.01 Financial Statements and
    Exhibits.
(c) Exhibits. The following documents are filed as exhibits to this report.
10.1      Employment offer letter dated July 12
,
2006 from Neoware, Inc. to Klaus P. Besier.
99.1      Press Release dated June 13, 2006
3
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: July 13, 2006
By:
/S/ Keith D. Schneck
Keith D. Schneck, Executive Vice President
and Chief Financial Officer
4