- Amended Current report filing (8-K/A)
December 17 2008 - 9:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported):
December 17,
2008
Ness
Technologies, Inc.
|
(Exact
Name of Registrant as Specified in
Charter)
|
Delaware
|
000-50954
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98-0346908
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(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
|
|
|
Ness
Tower, Atidim High-Tech Industrial Park, Building 4,
Tel
Aviv
|
61580
Israel
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
972 (3)
766-6800
N/A
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
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):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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Ness
Technologies, Inc., a Delaware corporation (the “Company”) previously filed a
Current Report on Form 8-K on October 3, 2008 (the “Form 8-K”) to announce the
completion of the acquisition of all of the outstanding shares of Logos a.s., a
privately-held Czech-based leading IT services and consulting company (the
“Acquisition”). The Company indicated on the Form 8-K that it would file the
financial statements and pro forma financial information required under Item
9.01 no later than 71 days after the date on which the initial report on Form
8-K was required to be filed. This Amendment No. 1 to the Form 8-K is being
filed to provide the required financial information.
Pursuant
to Item 9.01 of the Form 8-K, set forth below are the financial statements and
pro forma financial information relating to the Acquisition. Such information
should be read in conjunction with the disclosure set forth in the Form 8-K
relating to the Acquisition.
Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Businesses Acquired.
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|
|
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An
audited balance sheet of Logos a.s. as of March 31, 2008 and an audited
statement of income of Logos a.s.
for the year ended
March 31, 2008 are attached hereto as Exhibit 99.1.
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|
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(b)
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Pro
Forma Financial Information.
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|
|
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An
unaudited pro forma condensed combined balance sheet as of September 30,
2008, and unaudited pro forma condensed combined statements of income for
the year ended December 31, 2007, and for the nine months ended September
30, 2008 are attached hereto as Exhibit 99.2.
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|
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(d)
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Exhibits
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Exhibit No.
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Description
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|
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23.1
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Consent
of Independent Auditor.
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|
|
|
|
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99.1
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Audited
balance sheet of Logos a.s. as of March 31, 2008 and an audited statement
of income of Logos a.s.
for the year ended
March 31, 2008.
|
|
|
|
|
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99.2
|
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Unaudited
pro forma condensed combined balance sheet as of September 30, 2008, and
unaudited pro forma condensed combined statements of income for the year
ended December 31, 2007, and for the nine months ended September 30,
2008.
|
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.
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NESS
TECHNOLOGIES, INC.
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|
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Dated:
December 17, 2008
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By:
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|
|
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Name:
Ilan Rotem
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|
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Title:
Chief Legal Officer and
Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
|
|
|
|
|
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23.1
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|
Consent
of Independent Auditor.
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|
|
|
|
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99.1
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Audited
balance sheet of Logos a.s. as of March 31, 2008 and an audited statement
of income of Logos a.s.
for the year ended
March 31, 2008.
|
|
|
|
|
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99.2
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Unaudited
pro forma condensed combined balance sheet as of September 30, 2008, and
unaudited pro forma condensed combined statements of income for the year
ended December 31, 2007, and for the nine months ended September 30,
2008.
|
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