================================================================================ 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): April 22, 2005 enherent CORP. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-23315 13-3914972 - ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 192 Lexington Avenue, New York, New York 10016 - -------------------------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 889-7722 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 ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On April 22, 2005, the Board of Directors of enherent Corp. adopted an amendment to the By-Laws of the company that deleted the second paragraph of Article IV, Section 1 and replaced it with the following: "The Board of Directors shall further designate a nominating and governance committee, whose purpose shall be to assist the Board of Directors in nominating members of the Board of Directors and its committees and addressing corporate governance questions, all as more specifically set forth in the charter for such committee as adopted by the Board of Directors and such committee." The amendment is attached to this Report as Exhibit 3.1. SECTION 9--FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statement of Businesses Acquired. Not applicable (b) Pro Forma Financial Information. Not applicable (c) Exhibits. The following Exhibits have been filed as a part of this Report: EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 3.1 Amended and Restated Bylaws, as amended through April 22, 2005 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. enherent Corp. /s/ PAMELA FREDETTE --------------------------------- Pamela Fredette, President and Chief Executive Officer DATED: April 27, 2005 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 3.1 Amended and Restated Bylaws, as amended through April 22, 2005 4