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: April 10, 2006
Date of Earliest Event Reported: April 10, 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 5.02. Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
On April 10, 2006, Raffi Kesten was appointed Chief Operating Officer
of NDS Group plc ("the Company"). Mr. Kesten joined the Company in 1996 as Vice
President and General Manager of NDS Technologies Israel Limited ("NDS Israel"),
an indirect subsidiary of the Company and subsequently assumed responsibilities
for the Company's smart card procurement and production. Mr. Kesten has also
been responsible for commercial relationships with several of the Company's
major customers. Prior to joining the Company, Mr. Kesten held senior operating
positions at various companies in Israel, including Indigo, Intel and Tadiran.
Mr. Kesten, who is 52 years old, will remain an employee of NDS Israel.
The terms of Mr. Kesten's employment will continue to be pursuant to the terms
of a letter agreement between NDS Israel and Mr. Kesten, dated as of October 20,
2002, as amended by a letter agreement between the Company and Mr. Kesten, dated
as of June 22, 2004 (collectively the "Letter Agreements"). Mr. Kesten's annual
salary was increased to $400,000, effective as of April 1, 2006. Under the
Letter Agreements, Mr. Kesten is entitled to a company car, 26 days paid
vacation per year and the customary social benefits provided in Israel. The
notice period for termination, other than for good cause, is specified as one
year. Mr. Kesten is eligible to participate in the Company's employee stock
options plans and to receive discretionary bonus payments.
Item 9.01. Financial Statement and Exhibits.
(c) Exhibits
10.1 Letter Agreement dated October 20, 2002 between Raffi Kesten and NDS
Technologies Israel Limited
10.2 Letter Agreement dated June 22, 2004 between Raffi Kesten and NDS Group plc
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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: April 10, 2006 NDS Group plc
By: /s/ Alexander Gersh
-----------------------------------
Alexander Gersh
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description Page
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10.1 Letter Agreement dated October 20, 2002 between Raffi Kesten and
NDS Technologies Israel Limited E-1
10.2 Letter Agreement dated June 22, 2004 between Raffi Kesten and
NDS Group plc E-12
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Page E-1