SECURITIES AND EXCHANGE COMMISSION ~~COMMISSIONWashington~~Washington, DC 20549

FORM 8-~~KCURRENT~~K ~~REPORTPURSUANT~~ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) ~~OFTHE~~OF THE SECURITIES EXCHANGE OF 1934

Date of Report (Date of Earliest Event Reported): January 518, ~~2004~~2005

TELEVIDEO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 000-11552 (Commission File No.) 94-2383795 (IRS. Employer Identification No.)

2345 Harris Way, San Jose, California 95131 (Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, Including Area Code: (480) 954-8333

Not Applicable

(Former name or former address, if changed since last report)

~~(a) On~~Item ~~January 5, 2004, TeleVideo, Inc~~1.01 ~~(the~~Entry ~~"Company")~~into ~~dismissed~~a ~~CCA Accountancy~~Material ~~Corporation~~Definitive ("CCA") as the Company's independent auditors. On January 5, 2004, the Company engaged Burr, Pilger & Mayer ("BPM") as the Company's independent auditors to audit the Company's books and records.The dismissal of CCA and the engagement of BPM were recommended and approved by the Audit Committee of the Board of Directors on January 5, 2004. Agreement

~~CCA's~~On ~~audit~~January 12, 2005, TeleVideo, Inc. announced that it had ~~reports~~entered oninto ~~the~~definitive ~~Company~~agreement under which Neoware will acquire TeleVideo's thin ~~financial~~client ~~statements~~business ~~for~~including ~~the~~all ~~fiscal~~thin ~~years~~client ~~ended~~assets, ~~October 31~~certain contract obligations, a trademark license, product brands, customer lists, customer ~~2002~~contracts and ~~2001~~non-competition ~~did~~agreements ~~not~~for ~~contain~~$5 anmillion ~~adverse~~in ~~opinion~~cash orplus a ~~disclaimer~~potential earn-out ofbased ~~opinion~~upon performance. In addition, effective immediately, TeleVideo has retained Neoware as its exclusive distributor and sales agent. Starting ~~were~~today, ~~not~~all ~~qualified~~TeleVideo orthin ~~modified~~client asproducts are available to ~~uncertainty~~TeleVideo customers directly from Neoware. Subject to regulatory approval, ~~audit~~the ~~scope~~acquisition oris expected ~~accounting~~to ~~principles~~close in March 2005.

SIGNATURES During the Company's fiscal years ended October 31, 2002 and 2001 and the subsequent interim period preceding the date of CCA's dismissal, there were no disagreements with CCA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, that, if not resolved to the satisfaction of CCA, would have caused CCA to make reference to the subject matter of the disagreement in its report.

~~During~~ Pursuant to the requirements of ~~Company's~~the ~~fiscal~~Securities ~~years~~Exchange ~~ended~~Act ~~October~~of 311934, ~~2002~~as ~~and~~amended, ~~2001 and~~ the ~~subsequent interim~~Registrant ~~period~~has ~~preceding~~duly ~~the~~caused this ~~date~~report ofto ~~CCA's~~be ~~dismissal,~~signed ~~there~~on ~~were~~its nobehalf ~~"reportable events,"~~by asthe ~~that~~undersigned ~~term~~hereunto ~~is described in Item 304(a)(1)(v) of Regulation~~duly ~~S-K~~authorized.

(b) On January 5, 2004, the Company engaged BPM as the Company's independent auditors to audit the Company's books and records. During the Company's fiscal years ended October 31, 2002 and 2001 and the subsequent interim period preceding the engagement of BPM, the Company has not (nor has someone on the Company's behalf) consulted BPM regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements; or (ii) any matter that was either the subject of a "disagreement," as that term is defined in the regulations and related instructions applicable to Item 4 of Form 8-K, or a "reportable event," as that term is defined in the regulations and related instructions applicable to Item 4 of Form 8-K.


	TELEVIDEO, INC.

	By:	/s/ K. Philip Hwang

Date: January 18, 2005		K. Philip Hwang Chairman of the Board and Chief Executive Officer

~~The~~EXHIBITS Company has provided CCA with a copy of this Form 8-K and has requested that CCA furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether CCA agrees with the statements in Item 4(a) of this Form 8-K. A copy of the letter from CCA to the Securities and Exchange Commission dated January 9, 2004 is filed as Exhibit 16.1 to this Form 8-K. INDEX

Item 7. Financial Statements, Pro Forma Information and Exhibits

Exhibit Number		Description

	99.1	Press release dated January 12, 2005, announcing that TeleVideo, Inc. and Neoware Systems have entered into a definitive agreement under which Neoware will acquire TeleVideo Thin Client business.

~~(a)~~Neoware ~~Financial~~to ~~Statements~~Acquire -TeleVideo's ~~Not~~Thin ~~Applicable~~Client ~~(b) Pro Forma Financial Information - Not Applicable (c) Exhibit~~Business

~~16.1~~Neoware ~~Letter~~Grows ~~regarding~~its ~~change~~Leadership Position in ~~certifying~~the ~~accountant.~~Thin Client Market by Acquiring the Fourth Largest US Thin Client Provider

~~SIGNATURES~~KING OF PRUSSIA, PA and SAN JOSE, CA, Jan. 12, 2005 - Neoware Systems (Nasdaq: NWRE) and TeleVideo, Inc. (OTC BB: TELV.PK), today announced that the companies have entered into a Definitive Agreement under which Neoware will acquire TeleVideo's thin client business including all thin client assets, certain contract obligations, a trademark license, product brands, customer lists, customer contracts and non-competition agreements for $5 million in cash plus a potential earn-out based upon performance. In addition, effective immediately, TeleVideo has retained Neoware as its exclusive distributor and sales agent. Starting today, all TeleVideo thin client products are available to TeleVideo customers directly from Neoware. Subject to regulatory approval, the acquisition is expected to close in March 2005.

~~Pursuant~~TeleVideo, toInc. is a publicly held company specializing in the ~~requirements~~development and manufacturing of Windows-based and network terminals. Founded in 1975, TeleVideo established itself as a leading supplier in the ~~Securities~~video ~~Exchange~~display ~~Act~~terminal industry. The company pioneered a new generation of ~~1934~~computer terminals with the introduction of its first "smart" terminals, asbased ~~amended~~on the Intel microprocessor, at a time when dumb terminals were the ~~Registrant~~industry ~~has~~standard. ~~duly~~Recently ~~caused~~ranked by IDC ~~this~~as ~~report~~the tofourth belargest ~~signed~~thin onclient ~~its~~provider ~~behalf~~in bythe U.S., TeleVideo has developed a niche as the ~~undersigned~~leading ~~hereunto~~provider ~~duly~~of all-in-one, integrated, flat-panel, thin ~~authorized.~~clients, including one of the industry's only 17" flat panel thin client models. Sales of TeleVideo thin clients were approximately $7 million in 2004.

	TELEVIDEO, INC.
	By:	/s/ K. Philip Hwang
		K. Philip HwangChairman of the Board andChief Executive Officer
Date: January 9, 2004

The acquisition of TeleVideo's thin client business increases Neoware's market share and distribution channels, and broadens Neoware's product offerings in the thin client appliance market. Additionally, Neoware has agreed to retain TeleVideo as its sales agent in Korea, opening a new geographic market for the Company. TeleVideo thin client products will continue to be available through the existing channel of TeleVideo authorized distributors and resellers.

~~EXHIBITS~~"We ~~INDEX~~are pleased to partner with Neoware to provide our customers with superior quality and service," said Dr. K. Philip Hwang, Chairman and Chief Executive Officer of TeleVideo, Inc. "TeleVideo's products and customers will benefit greatly as a result of our partnership with Neoware."

Exhibit				Description
	16.1			Letter regarding change in certifying accountant.

"With this acquisition, Neoware further enhances our market share, while taking advantage of economies of scale and synergies between the two organizations to enhance operating margins. Simultaneously, we continue to broaden our product line with innovative new products," stated Michael Kantrowitz, Chairman and CEO of Neoware. "TeleVideo and Neoware customers are assured of continued development, quality products and superior service from a financially strong company that is committed to leadership in thin client appliance computing."

~~EXHIBIT~~About ~~16.1~~Neoware

~~January~~Neoware's 9software, ~~2004~~services, and thin client appliances make computing more secure, manageable, reliable and affordable by enabling global enterprises to fully leverage server-based computing. By incorporating open, standards-based technologies and eliminating the obsolescence that is built into standard PC architectures, Neoware provides enterprises with increased flexibility and choice, as well as lower up-front and total costs.

~~Securities~~Neoware's software products enable enterprises to gain control of their desktops, and ~~Exchange~~to ~~Commission~~integrate mainframe, midrange, UNIX and Linux applications with ~~450~~Windows(r) ~~5th~~and ~~Street~~the Nweb.W. Neoware's thin client appliances enable enterprises to ~~Washington~~run applications on servers, Dand display them across wired or wireless networks on secure, managed, reliable appliances that cost as little as one fourth the price of today's typical business PC.C. ~~20549~~Neoware services enable corporations to benefit from server-based computing with training and end-to-end support.

~~Gentlemen~~Neoware's products are available worldwide from IBM, as well as from select, knowledgeable resellers. More information about Neoware can be found on the Web at http://www.neoware.com or via email at invest@neoware.com. Neoware is based in King of Prussia, PA.

WeAbout ~~have been furnished with a copy of the response to Item 4 of Form 8-K for the event that occurred on January 5, 2004, to be filed by our former client,~~ TeleVideo~~, Inc. We agree with the statements made in response to that Item insofar as~~ ~~they relate to our Firm.~~

~~Very~~A ~~truly~~pioneering ~~yours~~Silicon Valley company, TeleVideo, Inc. began in 1975 as the innovator and market leader of smart text terminals. Today, TeleVideo continues to innovate by developing and manufacturing Windows-Based Thin Client hardware and software solutions. Designed for corporate and vertical IT professionals and end-users, TeleVideo's family of TeleCLIENT products allows for secured, manageable and cost-effective network computing in healthcare, business, government and more. For more information, please visit http://www.televideo.com .

~~/s/~~Neoware ~~CCA Accountancy~~is ~~Corporation~~a registered trademark of Neoware Systems, Inc. All other names ~~CCA~~products ~~Accountancy~~and ~~Corporation~~services are trademarks or registered trademarks of their respective holders.

Neoware Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding: the consummation of the acquisition of TeleVideo's thin client business; the increase in our market share and distribution channels; anticipated economies of scale, synergies and enhanced operating margins as a result of the acquisition; our broadened product offerings and geographic market; our financial strength; our continued development and support of quality products; our commitment to hold a leadership position in the thin client segment of the PC market. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those predicted in any such forward-looking statement include: our ability to consummate the acquisition and successfully integrate the TeleVideo thin client business; our timely development and customers' acceptance of our products, including the former TeleVideo products; our ability to continue to lower our costs; pricing pressures; rapid technological changes in the industry; growth of the thin client computing segment of the PC market; growth of the host access software market; increased competition; our ability to attract and retain qualified personnel; our ability to identify and successfully consummate and integrate future acquisitions; adverse changes in customer order patterns; adverse changes in general economic conditions in the U.S. and internationally, risks associated with foreign operations and political and economic uncertainties associated with current world events. These and other risks are detailed from time to time in Neoware's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its report on Form 10-K for its fiscal year ended June 30, 2004 and Form 10-Q for the quarter ended September 30, 2004.

TeleVideo Forward-Looking Statements

This press release includes forward-looking statements, which are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically indicated by the presence of words such as "expect," "anticipate," "believe," "intend," "may," "predict," "will be," and other similar expressions. These forward-looking statements cover, among other items, statements regarding the consummation of any transaction. Any forward-looking statements are not guarantees of future performance and actual results could differ materially from those anticipated as a result of certain risks and uncertainties, some of which are beyond the control of the Company. A description of the risk factors affecting the Company's business can be found in TeleVideo, Inc.'s Safe Harbor Compliance Statement included as Exhibit 99.1 to its Annual Report on Form 10-K for the fiscal year ended October 31, 2003.

For:                                                                            For:
Neoware Systems, Inc.                                                TeleVideo, Inc.
400 Feheley Drive                                                       2345 Harris Way
King of Prussia, PA 19406                                          San Jose, CA 95131

Contact:                                                                    Contact:
Keith Schneck                                                            John Lee
Chief Financial Officer                                                Product Marketing Manager
(610) 277-8300, ext. 1072                                        (408) 955-7406
kschneck@neoware.com                                            jlee@televideo.com

Filing Compare · TELEVIDEO INC