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): September 6, 2010
(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, Building 4 Tel Aviv 61580, Israel | Ness Technologies 3 University Plaza, Suite 600 Hackensack, NJ 07601 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: +972 (3) 766-6800
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 September 6, 2010, Aharon Fogel, the Chairman of the Board of Directors (the “Board”) of Ness Technologies, Inc. (the “Company”), formally notified the Company of his decision not to stand for re-election to the Board at the Company’s 2011 annual meeting of stockholders (the “2011 Annual Meeting”), and that he expects to retire in the beginning of 2011. Mr. Fogel has served as the Chairman of the Board since 1999.
The Company expects to name a successor to Mr. Fogel in the coming months. The Company has not yet set a date for the 2011 Annual Meeting.
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: September 7, 2010 | By: | |
| | | Name: Ilan Rotem |
| | | Title: Chief Legal Officer and Secretary |
