<PAGE>


        As filed with the Securities and Exchange Commission on January 31, 2003
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              NEOWARE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      23-2705700
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                                400 Feheley Drive
                       King of Prussia, Pennsylvania 19406
                    (Address of Principal Executive Offices)

                      2002 NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

     Michael G. Kantrowitz, Chairman, President and Chief Executive Officer
                              Neoware Systems, Inc.
                                400 Feheley Drive
                       King of Prussia, Pennsylvania 19406
                     (Name and address of agent for service)
                                 (610) 277-8300
          (Telephone number, including area code, of agent for service)

                            ------------------------
                                   Copies to:

                           Nancy D. Weisberg, Esquire
                           McCausland, Keen & Buckman
                             Radnor Court, Suite 160
                          259 North Radnor-Chester Road
                         Radnor, Pennsylvania 19087-5240
                                 (610) 341-1000

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                             Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------------------------

                                                                                           Proposed maximum
    Title of Securities            Amount to be                Proposed maximum               aggregate              Amount of
      to be registered              registered             offering price per unit(1)     offering price(1)       registration fee
      ================              ==========             =======================        ==============          ================
    <S>                             <C>                    <C>                            <C>                     <C>
    Common Stock,
    $.001 par value                  500,000                       $15.65                    $7,825,000              $719.90
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933 based upon the
      average of the high and low sale prices of the Common Stock on the NASDAQ
      National Market on January 28, 2002, which was $15.65 per share.
(2)   Pursuant to Rule 416 under the Securities Act of 1933, this registration
      statement also covers such additional shares as may become issuable
      pursuant to the anti-dilution provisions of the Neoware Systems, Inc. 2002
      Non-Qualified Stock Option Plan.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

         The following documents are incorporated by reference in this
registration statement:

         (a) The Company's annual report on Form 10-K for the fiscal year ended
June 30, 2002, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934 (the "Exchange Act");

         (b) The Company's quarterly report on Form 10-Q for the quarter ended
September 30, 2002;

         (c) The Company's current reports on Form 8-K filed since July 1, 2002
(the beginning of our fiscal year) dated January 31, 2003, December 4, 2002,
October 29, 2002, October 1, 2002, September 9, 2002, August 6, 2002, July 23,
2002 and July 9, 2002;

         (d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's fiscal year ended June 30, 2002; and

         (e) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, declared effective under Section
12(g) of the Exchange Act on February 12, 1993.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
hereof, prior to the filing of a post-effective amendment which indicates that
all securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

         On July 23, 2002, the Company dismissed Arthur Andersen LLP
("Andersen") as its independent auditor and appointed KPMG LLP to replace
Andersen. Since the Company's former engagement partner and audit manager have
left Andersen and in light of the cessation of Andersen's SEC practice, the
Company has been unable to obtain Andersen's written consent to the
incorporation by reference of its audit report with respect to its financial
statements as of June 30, 2001 and 2000 and for the years then ended. Under
these circumstances, Rule 437a under the Securities Act permits the Company to
file this registration statement without a written consent from Andersen. As a
result, however, Andersen will not have any liability under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Andersen or any omissions of a material fact
required to be stated therein. Accordingly, you would be unable to assert a
claim against Andersen under Section 11(a) of the Securities Act for any
purchases of securities under this registration statement.




                                        2


<PAGE>

Item 4. Description of Securities.

       Not applicable.

Item 5. Interests of Named Experts and Counsel.

       Not applicable.

Item 6. Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits the indemnification by a Delaware corporation of its directors,
officers, employees, and other agents against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative, or investigative (other than derivative actions which are by or
in the right of the corporation) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was illegal. In the case of derivative
actions, indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.

         The Company's certificate of incorporation provides that each person
who was or is made a party to, or is involved in, any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Company (or was serving at the request of the Company as a director, officer,
employee or agent for another entity) while serving in such capacity will be
indemnified and held harmless by the Company to the full extent authorized or
permitted by the DGCL. The certificate also provides that the Company may
purchase and maintain insurance to ensure full payment of indemnifiable amounts.
The Company maintains liability insurance on behalf of its officers and
directors.

         Section 102(b)(7) of the DGCL permits a corporation, in its certificate
of incorporation, to limit or eliminate, subject to certain statutory
limitations, the liability of directors to the corporation or its stockholders
for monetary damages for breaches of fiduciary duty, except for liability (a)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for any willful or
negligent payment of an unlawful dividend, stock purchase or redemption, or (d)
for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation provides that the personal
liability of the Company's directors is eliminated to the fullest extent
permitted by Section 102(b(7) of the DGCL.














                                        3
<PAGE>



Item 7. Exemption from Registration Claimed.

       Not applicable.

Item 8. Exhibits.

       4.1   2002 Non-Qualified Stock Option Plan. (1)

       5*    Opinion of McCausland, Keen & Buckman.

       23.1* Consent of McCausland, Keen & Buckman (included in Exhibit 5).

       23.2* Consent of KPMG LLP.

       23.3  Consent of Arthur Andersen LLP (Omitted in reliance on Rule 437a
             under the Securities Act of 1933).

       24*   Power of Attorney (see signature page of the Registration
             Statement).

--------------------
(1)    Filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q
       for the quarter ended December 31, 2001 and incorporated herein by
       reference.
*      Filed herewith.

Item 9. Undertakings.

       (a) The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

           (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.






                                        4
<PAGE>

                   (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.






                                        5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Montgomery County, Pennsylvania, on the 31st day of January,
2003.

                              NEOWARE SYSTEMS, INC.


                              By: /S/MICHAEL G. KANTROWITZ
                                  ----------------------------------------------
                                     Michael G. Kantrowitz, Chairman, President
                                     and Chief Executive Officer

                              By: /S/VINCENT T. DOLAN
                                  ---------------------------------------
                                      Vincent T. Dolan, Chief Financial Officer
                                      (Principal Financial Officer and Principal
                                      Accounting Officer)


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael G. Kantrowitz and Vincent T.
Dolan, and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


By: /S/MICHAEL G. KANTROWITZ                             Date: January 31, 2003
    -------------------------------------
       Michael G. Kantrowitz,
       Chairman, President and Director

By: /S/JOHN M. RYAN                                      Date: January 31, 2003
    -------------------------------------
       John M. Ryan, Director


By: /S/CHRISTOPHER G. McCANN                             Date: January 31, 2003
    -------------------------------------
       Christopher G. McCann, Director


By: /S/JOHN P. KIRWIN, III                               Date: January 31, 2003
    -------------------------------------
       John P. Kirwin, III, Director


By: /S/DAVID D. GATHMAN                                  Date: January 31, 2003
    -------------------------------------
       David D. Gathman, Director






                                        6
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{"company-data": {"conformed-name": "NEOWARE SYSTEMS INC", "cik": "0000894743", "assigned-sic": "3571", "irs-number": "232705700", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102878", "film-number": "03534416"}, "business-address": {"street1": "400 FEHELEY DR", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6102778300"}, "mail-address": {"street1": "400 FEHELEY DR", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406"}, "former-company": [{"former-conformed-name": "INFORMATION SYSTEMS ACQUISITION CORP", "date-changed": "19930108"}, {"former-conformed-name": "HDS NETWORK SYSTEMS INC", "date-changed": "19950313"}]}
As filed with the Securities and Exchange Commission on January 31, 2003
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              NEOWARE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      23-2705700
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                                400 Feheley Drive
                       King of Prussia, Pennsylvania 19406
                    (Address of Principal Executive Offices)

                      2002 NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

     Michael G. Kantrowitz, Chairman, President and Chief Executive Officer
                              Neoware Systems, Inc.
                                400 Feheley Drive
                       King of Prussia, Pennsylvania 19406
                     (Name and address of agent for service)
                                 (610) 277-8300
          (Telephone number, including area code, of agent for service)

                            ------------------------
                                   Copies to:

                           Nancy D. Weisberg, Esquire
                           McCausland, Keen & Buckman
                             Radnor Court, Suite 160
                          259 North Radnor-Chester Road
                         Radnor, Pennsylvania 19087-5240
                                 (610) 341-1000
----------------------------------------------------------------------------------------------------------------------------------
                                             Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------------------------

                                                                                           Proposed maximum
    Title of Securities            Amount to be                Proposed maximum               aggregate              Amount of
      to be registered              registered             offering price per unit(1)     offering price(1)       registration fee
      ================              ==========             =======================        ==============          ================
Common Stock,
    $.001 par value                  500,000                       $15.65                    $7,825,000              $719.90
----------------------------------------------------------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933 based upon the
      average of the high and low sale prices of the Common Stock on the NASDAQ
      National Market on January 28, 2002, which was $15.65 per share.
(2)   Pursuant to Rule 416 under the Securities Act of 1933, this registration
      statement also covers such additional shares as may become issuable
      pursuant to the anti-dilution provisions of the Neoware Systems, Inc. 2002
      Non-Qualified Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents are incorporated by reference in this
registration statement:

         (a) The Company's annual report on Form 10-K for the fiscal year ended
June 30, 2002, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934 (the "Exchange Act");

         (b) The Company's quarterly report on Form 10-Q for the quarter ended
September 30, 2002;

         (c) The Company's current reports on Form 8-K filed since July 1, 2002
(the beginning of our fiscal year) dated January 31, 2003, December 4, 2002,
October 29, 2002, October 1, 2002, September 9, 2002, August 6, 2002, July 23,
2002 and July 9, 2002;

         (d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's fiscal year ended June 30, 2002; and

         (e) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, declared effective under Section
12(g) of the Exchange Act on February 12, 1993.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
hereof, prior to the filing of a post-effective amendment which indicates that
all securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

         On July 23, 2002, the Company dismissed Arthur Andersen LLP
("Andersen") as its independent auditor and appointed KPMG LLP to replace
Andersen. Since the Company's former engagement partner and audit manager have
left Andersen and in light of the cessation of Andersen's SEC practice, the
Company has been unable to obtain Andersen's written consent to the
incorporation by reference of its audit report with respect to its financial
statements as of June 30, 2001 and 2000 and for the years then ended. Under
these circumstances, Rule 437a under the Securities Act permits the Company to
file this registration statement without a written consent from Andersen. As a
result, however, Andersen will not have any liability under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Andersen or any omissions of a material fact
required to be stated therein. Accordingly, you would be unable to assert a
claim against Andersen under Section 11(a) of the Securities Act for any
purchases of securities under this registration statement.

                                        2
Item 4. Description of Securities.

       Not applicable.

Item 5. Interests of Named Experts and Counsel.

       Not applicable.

Item 6. Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits the indemnification by a Delaware corporation of its directors,
officers, employees, and other agents against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative, or investigative (other than derivative actions which are by or
in the right of the corporation) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was illegal. In the case of derivative
actions, indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.

         The Company's certificate of incorporation provides that each person
who was or is made a party to, or is involved in, any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Company (or was serving at the request of the Company as a director, officer,
employee or agent for another entity) while serving in such capacity will be
indemnified and held harmless by the Company to the full extent authorized or
permitted by the DGCL. The certificate also provides that the Company may
purchase and maintain insurance to ensure full payment of indemnifiable amounts.
The Company maintains liability insurance on behalf of its officers and
directors.

         Section 102(b)(7) of the DGCL permits a corporation, in its certificate
of incorporation, to limit or eliminate, subject to certain statutory
limitations, the liability of directors to the corporation or its stockholders
for monetary damages for breaches of fiduciary duty, except for liability (a)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for any willful or
negligent payment of an unlawful dividend, stock purchase or redemption, or (d)
for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation provides that the personal
liability of the Company's directors is eliminated to the fullest extent
permitted by Section 102(b(7) of the DGCL.

                                        3
Item 7. Exemption from Registration Claimed.

       Not applicable.

Item 8. Exhibits.

       4.1   2002 Non-Qualified Stock Option Plan. (1)

       5*    Opinion of McCausland, Keen & Buckman.

       23.1* Consent of McCausland, Keen & Buckman (included in Exhibit 5).

       23.2* Consent of KPMG LLP.

       23.3  Consent of Arthur Andersen LLP (Omitted in reliance on Rule 437a
             under the Securities Act of 1933).

       24*   Power of Attorney (see signature page of the Registration
             Statement).

--------------------
(1)    Filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q
       for the quarter ended December 31, 2001 and incorporated herein by
       reference.
*      Filed herewith.

Item 9. Undertakings.

       (a) The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

           (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                                        4
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Montgomery County, Pennsylvania, on the 31st day of January,
2003.

                              NEOWARE SYSTEMS, INC.

                              By: /S/MICHAEL G. KANTROWITZ
                                  ----------------------------------------------
                                     Michael G. Kantrowitz, Chairman, President
                                     and Chief Executive Officer

                              By: /S/VINCENT T. DOLAN
                                  ---------------------------------------
                                      Vincent T. Dolan, Chief Financial Officer
                                      (Principal Financial Officer and Principal
                                      Accounting Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael G. Kantrowitz and Vincent T.
Dolan, and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

By: /S/MICHAEL G. KANTROWITZ                             Date: January 31, 2003
    -------------------------------------
       Michael G. Kantrowitz,
       Chairman, President and Director

By: /S/JOHN M. RYAN                                      Date: January 31, 2003
    -------------------------------------
       John M. Ryan, Director

By: /S/CHRISTOPHER G. McCANN                             Date: January 31, 2003
    -------------------------------------
       Christopher G. McCann, Director

By: /S/JOHN P. KIRWIN, III                               Date: January 31, 2003
    -------------------------------------
       John P. Kirwin, III, Director

By: /S/DAVID D. GATHMAN                                  Date: January 31, 2003
    -------------------------------------
       David D. Gathman, Director

                                        6