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: May 8, 2006
(Date of earliest event reported)
NDS Group plc
(Exact name of registrant as specified in its charter)
England and Wales 0-30364 Not applicable
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Heathrow Boulevard, 286 Bath Road,
West Drayton, Middlesex, United Kingdom UB7 0DQ
(Address of principal executive offices) (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 2.02. Results of Operations and Financial Condition
The following information is furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition".
On May 8, 2006, NDS Group plc ("the Company") issued a press release setting
forth the Company's unaudited earnings for the quarter ended March 31, 2006, the
third quarter of its current fiscal year. A copy of the Company's press release
is attached hereto as Exhibit 99 and is hereby incorporated by reference.
- --------------------------------------------------------------------------------
Page 2
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.
Date: May 8, 2006 NDS Group plc
By: /s/ A Gersh
------------------------
Alexander Gersh
Chief Financial Officer
- --------------------------------------------------------------------------------
Page 3
Exhibit Index
Exhibit Number Description
99 Press Release issued by NDS Group plc dated May 8, 2006
- --------------------------------------------------------------------------------
Page 4