SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
NEON Systems, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
640509105
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(CUSIP Number)
December 31, 2005
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 4
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* 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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13G
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CUSIP No. 640509105 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 227,356
SHARES ----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 277,516
REPORTING ----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
227,356
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8 SHARED DISPOSITIVE POWER
277,516
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,872
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12 TYPE OF REPORTING PERSON
IN-IA-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4.
Page 3 of 4
Introduction: As reported pursuant to an 8-K filed on January 31, 2006 and
------------ more specifically set forth therein by NEON Systems, Inc.
(the "Issuer"), Progress Software Corporation, a
Massachusetts corporation ("Progress") announced on January 30,
2006, that Noble Acquisition Corp. ("Noble"), a Delaware
corporation and a wholly owned direct subsidiary of Progress
successfully completed its tender offer for all outstanding
shares of common stock, of the Issuer, pursuant to the terms
of that certain Agreement and Plan of Merger, dated as of
December 19, 2005 (the "Merger"), between Progress, Noble and
the Issuer. Following the effective time of the Merger, the
Issuer will continue as a wholly owned subsidiary of Progress.
This calendar year end amendment is being filed to report the
beneficial holdings of the reporting person with respect to
the Issuer's common stock as of December 31, 2005.
Item 1(a). Name of Issuer: NEON Systems, Inc.
Item 1(b). Address of Issuers's Principal 14100 Southwest Freeway, Suite 500
Executive Offices: Sugar Land, Texas 77478
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business 4550 Gordon Drive, Naples, Florida
Office or, if None, Residence: 34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 640509105
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or
(c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4. OWNERSHIP: The reporting person has sole voting and dispositive power
with respect to 227,356 of the reported securities as the manager of
a limited liability company that is the general partner of a certain
limited partnership. The reporting person has shared voting and
dispositive power with respect to 277,516 of the reported securities
as an investment advisor to the trustee of a certain family trust.
(a) 504,872
(b) 5.3%
(c) (i) sole voting power: 227,356
(ii) shared voting power: 277,516
(iii) sole dispositive power: 227,356
(iv) shared dispositive power: 277,516
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than Lloyd I. Miller III, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the reported securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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.
Page 4 of 4
SIGNATURE
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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.
Dated: February 14, 2006 /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III