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): December 21, 2001 NEON SYSTEMS, INC. (Exact name of Registrant as specified in its charter) Delaware 0-25457 76-0345839 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification Number) 14100 SOUTHWEST FREEWAY, SUITE 500 SUGAR LAND, TEXAS 77478 (Address of Registrant's principal executive offices) (281) 491-4200 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On January 2, 2001, NEON Systems, Inc. issued a press release announcing that it had purchased 913,400 shares of its outstanding common stock in a transaction arising from an unsolicited offer from a stockholder. Such shares were purchased at $2.90 per share for a total consideration of approximately $2,650,000. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents of such Exhibit are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description of Document ------- ----------------------- 99.1 Press Release dated January 2, 2002. 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 hereunto duly authorized. Dated: January 2, 2002 NEON SYSTEMS, INC. /s/ James Bradford Poynter ----------------------------------------- Name: James Bradford Poynter Title: Chief Financial Officer (Principal financial officer) INDEX TO EXHIBITS Exhibit Number Description of Document ------- ----------------------- 99.1 Press Release dated January 2, 2002.