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: August 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 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: [_] 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 August 8, 2006, NDS Group plc ("the Company") issued a press release setting forth the Company's earnings for the fiscal year ended June 30, 2006. 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: August 8, 2006 NDS Group plc By: /s/ Alex Gersh ----------------------------------- Alex Gersh Chief Financial Officer ================================================================================ Page 3 Exhibit Index Exhibit Number Description -------------- ------------ 99 Press Release issued by NDS Group plc dated August 8, 2006 ================================================================================ Page 4