Attached files
| file | filename |
|---|---|
| EX-99.1 - NESS TECHNOLOGIES INC | v209752_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): January 31,
2011
|
NESS
TECHNOLOGIES, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
000-50954
|
98-0346908
|
||
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
||
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
|
Ness
Tower
|
Ness
Technologies
|
|
|
Atidim
High-Tech Industrial Park, Building 4
|
3
University Plaza, Suite 600
|
|
|
Tel Aviv 61580, Israel
|
Hackensack, NJ 07601
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: +972
(3) 766-6800
|
N/A
|
|
(Former
name or former address, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
2.02.
|
Results
of Operations and Financial
Condition.
|
On February 2, 2011, Ness Technologies,
Inc., a Delaware corporation (the “Company”), issued a press release announcing
its financial results for the fourth quarter and fiscal year ended December 31,
2010 and other financial information. A copy of the press release is
attached as Exhibit
99.1 to this report and is incorporated herein by reference.
|
Item
7.01.
|
Regulation
FD Disclosure.
|
On February 2, 2011, the Company issued
a press release providing information regarding its outlook for the fiscal year
ending December 31, 2011. A copy of the press release is attached as
Exhibit 99.1 to
this report and is incorporated herein by reference.
The information furnished in Items
2.02, 7.01 and 9.01 of this Current Report on Form 8-K shall not be considered
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of such
section, nor shall it be incorporated by reference into future filings by the
Company under the Securities Act of 1933, as amended, or under the Exchange Act
unless the Company expressly sets forth in such future filing that such
information is to be considered “filed” or incorporated by reference
therein.
|
Item
8.01.
|
Other
Events.
|
On January 31, 2011, Aharon Fogel, the
Chairman of the Board of Directors (the “Board”) of the Company, retired from
his positions on the Board. The Company previously disclosed Mr.
Fogel’s formal notification to the Company of his decision not to stand for
re-election to the Board at the Company’s 2011 annual meeting of stockholders
and expectation to retire in the beginning of 2011 in a Current Report on Form
8-K filed with the Securities and Exchange Commission on September 7,
2010. Pursuant to his existing agreement with the Company, dated as
of August 1, 2009, Mr. Fogel will continue to provide advisory services to the
Company for 12 months. On January 31, 2011, the Stock Option and Compensation
Committee awarded Mr. Fogel 24,000 restricted stock units, vesting monthly in
equal installments over such 12-month period.
On January 31, 2011, the Board elected
Dr. Satyam C. Cherukuri interim Chairman of the Board, effective
immediately. Dr. Cherukuri has served as a director since October
2004 and as Vice-Chairman since December 2010.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
Exhibits
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release dated February 2,
2011.
|
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.
|
NESS
TECHNOLOGIES, INC.
|
||
|
Dated:
February 2, 2011
|
By:
|
/s/
Ilan Rotem
|
|
Name:
Ilan Rotem
|
||
|
Title: Chief
Legal Officer and
Secretary
|
||
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release dated February 2,
2011.
|