<PAGE>

================================================================================
    As filed with the Securities and Exchange Commission on February 28, 2001
                                                   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                        (I.R.S. Employer
of incorporation or organization)                     Identification No.)


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

                             1995 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

          Michael G. Kantrowitz, 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,                    1,000,000                      $1.688                    $1,688,000                $422
    $.001 par value
------------------------------------------------------------------------------------------------------------------------------------
</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
    Small Cap Market on February 22, 2001, which was $1.688 per share.


<PAGE>


Pursuant to General Instruction E to Form S-8, the contents of the Registrant's
Registration Statements on Form S-8 (Registration No. 33-93942 and Registration
No. 333-20185), are hereby incorporated herein by reference.


Item 8. Exhibits.
        ---------

        4.1*     1995 Stock Option Plan, as amended through May 16, 2000.

        5**      Opinion of McCausland, Keen & Buckman.

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

        24.2**   Consent of Arthur Andersen LLP.

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

        ----------
        *        Filed as an Exhibit to the Company's Quarterly Report on Form
                 10-Q for the quarter ended March 31, 2000.
        **       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.

                  (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;


                                       2

<PAGE>


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.

                                       3
<PAGE>


         (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.


                                       4
<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 28th day of February,
2001.

                                NEOWARE SYSTEMS, INC.


                                By: /s/ MICHAEL G. KANTROWITZ
                                    -----------------------------------------
                                         Michael G. Kantrowitz, President and
                                         Chief Executive 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: February 28, 2001
     --------------------------------------------
         Michael G. Kantrowitz, President, Chief
         Executive Officer and Director


By:   /S/VINCENT T. DOLAN                               Date:  February 28, 2001
     --------------------------------------------
         Vincent T. Dolan, Vice President of
         Finance and Administration


                                       5

<PAGE>


By:   /S/ARTHUR R. SPECTOR                              Date:  February 28, 2001
     --------------------------------------------
         Arthur R. Spector, Chairman and
         Director


By:   /S/JOHN M. RYAN                                   Date:  February 28, 2001
     --------------------------------------------
         John M. Ryan, Director


By:   /S/CARL G. SEMPIER                                Date:  February 28, 2001
     --------------------------------------------
         Carl G. Sempier, Director


By:   /S/CHRISTOPHER G. McCANN                          Date:  February 28, 2001
     --------------------------------------------
         Christopher G. McCann, 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": "333-56298", "film-number": "1556438"}, "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": "HDS NETWORK SYSTEMS INC", "date-changed": "19950313"}, {"former-conformed-name": "INFORMATION SYSTEMS ACQUISITION CORP", "date-changed": "19930108"}]}
================================================================================
    As filed with the Securities and Exchange Commission on February 28, 2001
                                                   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                        (I.R.S. Employer
of incorporation or organization)                     Identification No.)

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

                             1995 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

          Michael G. Kantrowitz, 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,                    1,000,000                      $1.688                    $1,688,000                $422
    $.001 par value
------------------------------------------------------------------------------------------------------------------------------------
(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
    Small Cap Market on February 22, 2001, which was $1.688 per share.
Pursuant to General Instruction E to Form S-8, the contents of the Registrant's
Registration Statements on Form S-8 (Registration No. 33-93942 and Registration
No. 333-20185), are hereby incorporated herein by reference.

Item 8. Exhibits.
        ---------

        4.1*     1995 Stock Option Plan, as amended through May 16, 2000.

        5**      Opinion of McCausland, Keen & Buckman.

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

        24.2**   Consent of Arthur Andersen LLP.

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

        ----------
        *        Filed as an Exhibit to the Company's Quarterly Report on Form
                 10-Q for the quarter ended March 31, 2000.
        **       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.

                  (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;

                                       2
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.

                                       3
(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.

                                       4
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 28th day of February,
2001.

                                NEOWARE SYSTEMS, INC.

                                By: /s/ MICHAEL G. KANTROWITZ
                                    -----------------------------------------
                                         Michael G. Kantrowitz, President and
                                         Chief Executive 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: February 28, 2001
     --------------------------------------------
         Michael G. Kantrowitz, President, Chief
         Executive Officer and Director

By:   /S/VINCENT T. DOLAN                               Date:  February 28, 2001
     --------------------------------------------
         Vincent T. Dolan, Vice President of
         Finance and Administration

                                       5
By:   /S/ARTHUR R. SPECTOR                              Date:  February 28, 2001
     --------------------------------------------
         Arthur R. Spector, Chairman and
         Director

By:   /S/JOHN M. RYAN                                   Date:  February 28, 2001
     --------------------------------------------
         John M. Ryan, Director

By:   /S/CARL G. SEMPIER                                Date:  February 28, 2001
     --------------------------------------------
         Carl G. Sempier, Director

By:   /S/CHRISTOPHER G. McCANN                          Date:  February 28, 2001
     --------------------------------------------
         Christopher G. McCann, Director

                                       6