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): February 16, 2005
----------------
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, Atidim High-Tech Industrial Park, Bldg 4, Tel Aviv 61580 Israel
- --------------------------------------------------------------------------------
(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 16, 2005, 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, 2004 and other financial
information. A copy of the press release is attached as Exhibit 99.1 to this
report.
The information furnished pursuant to Item 2.02 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, 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 Securities Exchange Act of 1934, as amended, 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 February 16, 2005, the Company issued a press release providing
information regarding its outlook for the first quarter ending March 31, 2005
and fiscal year ending December 31, 2005. The press release is being filed as an
exhibit to this Form 8-K and is incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. EXHIBITS
99.1 Press Release dated February 16, 2005.
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 16, 2005 By: /s/ Yaron Garmazi
----------------------------------
Name: Yaron Garmazi
Title: CFO
