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): November 6, 2007
--------------------
NESS TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-50954 98-0346908
- --------------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Ness Tower, Atidim High-Tech Industrial Park, Building 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 5.03 AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On November 2, 2007, the Board of Directors of Ness Technologies, Inc. (the
"Company"), approved amendments to Article Four, Sections 4.1, 4.2 and 4.4 of
the Company's By-Laws to permit the issuance and transfer of both certificated
and uncertificated shares of capital stock, to comply with rules enacted by The
Nasdaq Stock Market, Inc. ("Nasdaq"). The rules require all securities listed on
Nasdaq to be eligible for a "direct registration program" operated by a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934, as
amended. The changes to Article Four of the Company's Bylaws are intended to
satisfy these requirements.
The amended By-Laws are effective as of November 2, 2007. The summary of changes
to the By-Laws set forth above is qualified in its entirety by reference to the
full text of the By-Laws, a copy of which is attached to this report as Exhibit
3.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description
----------- -----------
3.1 By-Laws of Ness Technologies, Inc., effective as of
November 2, 2007.
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: November 6, 2007 By: /s/ Ilan Rotem
----------------------------------------
Name: Ilan Rotem
Title: Secretary and General Counsel
