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): June 13, 2007
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NESS TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-50954 98-0346908
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Ness Tower, Atidim High-Tech Industrial Park, Building 4, 61580 Israel
Tel Aviv
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 972 (3) 766-6800
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N/A
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(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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On Wednesday, June 13, 2007, at the Annual Meeting of Stockholders (the
"2007 Annual Meeting"), the stockholders of Ness Technologies, Inc. (the
"Company"), approved the Ness Technologies, Inc. 2007 Stock Option Plan (the
"2007 Plan") pursuant to which the Company may grant to its directors,
consultants, advisors and employees options to purchase shares of the Company's
common stock, $0.01 par value per share, as an incentive to retain such persons
in the Company's employ. The 2007 Plan became effective upon stockholder
approval. A summary of the terms and conditions of the 2007 Plan is set forth in
"Proposal No. 3: Approval of 2007 Stock Option Plan" in the Company's Proxy
Statement for the 2007 Annual Meeting filed with the Securities and Exchange
Commission on April 30, 2007. Such description, which is qualified in its
entirety by reference to the 2007 Plan, which is filed as Exhibit 99.1 to this
report, is incorporated herein by reference in response to this Item 5.02.
The following table sets forth the number of options the Company is
contractually obligated to grant under the 2007 Plan to each of the Company's
named executive officers, all executive officers as a group and all
non-executive officers and non-executive officer employees as a group. The per
share exercise price of these options is $13.00.
NAME AND POSITION NUMBER OF OPTIONS
Sachi Gerlitz 250,000
President & Chief Executive Officer
Ofer Segev 100,000
Executive Vice President & Chief
Financial Officer
Executive Officer Group 350,000
Non-Executive Officer and Employee Group --
Total 350,000
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. DESCRIPTION
99.1 Ness Technologies, Inc. 2007 Stock Option Plan.
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: June 18, 2007
By: /s/ Ilan Rotem
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Name: Ilan Rotem
Title: Secretary and General Counsel
