0001104659-05-003130.txt : 20120629 0001104659-05-003130.hdr.sgml : 20120629 20050128165743 ACCESSION NUMBER: 0001104659-05-003130 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEOWARE SYSTEMS INC CENTRAL INDEX KEY: 0000894743 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 232705700 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54279 FILM NUMBER: 05558933 BUSINESS ADDRESS: STREET 1: 400 FEHELEY DR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102778300 MAIL ADDRESS: STREET 1: 400 FEHELEY DR CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: HDS NETWORK SYSTEMS INC DATE OF NAME CHANGE: 19950313 FORMER COMPANY: FORMER CONFORMED NAME: INFORMATION SYSTEMS ACQUISITION CORP DATE OF NAME CHANGE: 19930108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 920-2131 MAIL ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 a05-2419_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Neoware Systems, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

64065P102

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Discovery Group I, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
Not Applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
905,900

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
905,900

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
905,900

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Daniel J. Donoghue

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
Not Applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
905,900

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
905,900

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
905,900

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael R. Murphy

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
Not Applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
905,900

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
905,900

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
905,900

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4



 

Item 1.

 

(a)

Name of Issuer
Neoware Systems, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
400 Feheley Drive, King of Prussia, Pennsylvania  19406

 

Item 2.

 

(a)

Name of Person Filing
Discovery Group I, LLC (
“Discovery Group”)
Daniel J. Donoghue, a Managing Member of Discovery Group
Michael R. Murphy, a Managing Member of Discovery Group

 

(b)

Address of Principal Business Office or, if none, Residence
Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at:
Hyatt Center, 24th Floor, 71 South Wacker Drive, Chicago, Illinois  60606

 

(c)

Citizenship
Discovery Group is a Delaware limited liability company
Mr. Donoghue and Mr. Murphy are U.S. citizens

 

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share

 

(e)

CUSIP Number
64065P102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

5



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

905,900

 

(b)

Percent of class:   

5.8% (based on 15,721,161 shares outstanding as of November 5, 2004, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

None

 

 

(ii)

Shared power to vote or to direct the vote    

905,900

 

 

(iii)

Sole power to dispose or to direct the disposition of   

None

 

 

(iv)

Shared power to dispose or to direct the disposition of   

905,900

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The shares reported herein have been acquired on behalf of discretionary clients of Discovery Group.  Such discretionary clients are entitled to receive all dividends from, and proceeds from the sale of, those shares.  None of those discretionary clients, to the knowledge of Discovery Group, Mr. Donoghue, or Mr. Murphy, has an economic interest in more than 5% of the class.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

January 28, 2005

 

Date

 

 

 

DISCOVERY GROUP I, LLC

 

 

 


/S/ MICHAEL R. MURPHY

 

Signature

 


Michael R. Murphy, Managing Member

 

Name/Title

 

 

 


/S/ DANIEL J. DONOGHUE

 

Signature

 


Daniel J. Donoghue

 

Name/Title

 

 

 


/S/ MICHAEL R. MURPHY

 

Signature

 


Michael R. Murphy

 

Name/Title

 

7



 

Exhibit Index

 

 

Exhibit 1

 

Joint Filing Agreement dated as of January 28, 2005, by and between Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

8


EX-1 2 a05-2419_1ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to the joint filing of the Amendment No.1 to the Schedule 13G to which this Agreement is attached.

 

Dated:  January 28, 2005

 

 

 

 

DISCOVERY GROUP I, LLC

 

 

 

 

 

By

 

/S/ MICHAEL R. MURPHY

 

 

 

Michael R. Murphy

 

 

Managing Member

 

 

 

 

 

 

/s/ Daniel J. Donoghue

 

 

Daniel J. Donoghue

 

 

 

 

 

/S/ MICHAEL R. MURPHY

 

 

Michael R. Murphy

 

1