UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: January 30, 2006
Date of Earliest Event Reported: January 30, 2006
NDS Group plc
(Exact Name of Registrant as Specified in its Charter)
England and Wales 0-30364 None
(State or other jurisdiction (Commission I.R.S. Employer
of incorporation) File Number) Identification No.)
One Heathrow Boulevard, 286 Bath Road, West Drayton, Middlesex, UB7 0DQ,
United Kingdom
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: +44 208 476 8000
|_| 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 1.01. Entry into a Material Definitive Agreement
At a meeting of the Board of Directors of NDS Group plc (the "Company"),
held on January 30, 2006, it was unanimously resolved that the remuneration
payable to the independent non-executive directors of the Company's Board of
Directors, which include Messrs. Einiger, Gantcher and Powers, for the fiscal
year ending June 30, 2006 shall remain fixed at the same rate as the
remuneration paid for the fiscal year ended June 30, 2005, and is as follows:
1. Annual fee $75,000
2. Audit Committee Membership $15,000
3. Audit Committee Chairmanship $10,000
4. Remuneration Committee Membership $ 2,500
5. Remuneration Committee Chairmanship $ 1,000
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On January 30, 2006, Richard Yanowitch was appointed as a non-executive
director of the Board of Directors of the Company by News Corporation, the
controlling shareholder of the Company, in accordance with Article 71 of the
Company's Articles of Association. Mr. Yanowitch serves as a consultant to News
Corporation and receives fees from News Corporation for providing services in
that capacity. Mr. Yanowitch will not receive any compensation for his service
on the Company's Board of Directors.
In addition, as permitted by the Company's Articles of Association, the
Board of Directors of the Company (the "Board") appointed Dr. Abraham Peled, the
Company's Chief Executive Officer, to serve as the Chairman of the Board. The
Board also appointed Mr. Yanowitch to serve as the Vice-Chairman of the Board.
The press release announcing the appointment of Mr. Yanowitch to the
Company's Board of Directors, a copy of which is attached hereto as Exhibit
99.1, is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
- ------ -----------
99.1 Press Release dated January 30, 2006.
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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, thereunto duly authorized.
Date: January 30, 2006 NDS Group plc
By: /s/ Alexander Gersh
----------------------------
Alexander Gersh
Chief Financial Officer
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