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 (Date of earliest event reported): ~~August~~September 3027, 2011

NESS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-50954	98-0346908
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Ness Tower Atidim High-Tech Industrial Park, Building 4 Tel Aviv 61580, Israel		Ness Technologies 300 Frank W. Burr Boulevard, 7th Floor Teaneck, NJ 07666
(Address of principal executive offices)		(Zip Code)

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 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 57.0701. Regulation ~~Submission~~FD ~~of Matters to a Vote of Security Holders~~Disclosure.

On ~~August~~September 3027, 2011, Ness Technologies, Inc., ~~a Delaware corporation~~ (the “Company”), ~~held~~issued a ~~special~~press ~~meeting~~release regarding the anticipated timing of ~~stockholders~~its proposed merger with an affiliate of Citi Venture Capital International (CVCI), a global private equity investment fund. A copy of the ~~“Special~~press ~~Meeting”)~~release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The ~~following~~information ~~matters~~furnished ~~were~~in ~~submitted~~this toCurrent aReport ~~vote~~on ofForm ~~the~~8-K ~~Company’s~~shall ~~stockholders~~not atbe ~~the~~considered ~~Special~~“filed” ~~Meeting:~~for ~~(i)~~purposes aof ~~proposal~~Section to18 ~~adopt~~of the ~~Agreement~~Securities ~~and~~Exchange ~~Plan~~Act of ~~Merger~~1934, ~~dated~~ as ofamended ~~June 10, 2011, by and among the Company, Jersey Holding Corporation and Jersey Acquisition Corporation;~~ (~~ii) a proposal to adjourn~~ the ~~Special~~“Exchange ~~Meeting to a later date~~Act”), ~~if necessary~~ or ~~appropriate,~~otherwise tosubject ~~solicit additional proxies in favor of the proposal~~ to ~~adopt~~ the ~~Agreement~~liability ~~and Plan~~ of ~~Merger~~such ifsection, ~~there~~nor ~~are~~shall ~~insufficient~~it ~~votes~~be toincorporated ~~adopt~~by ~~the~~reference ~~Agreement~~into ~~and~~future ~~Plan~~filings ofby ~~Merger at~~ the ~~time~~Company ofunder the ~~Special~~Securities ~~Meeting;~~Act ~~and~~of ~~(iii)~~1933, aas ~~non-binding~~amended, ~~proposal~~or tounder ~~approve~~the ~~certain~~Exchange ~~compensation~~Act ~~arrangements~~unless ~~for~~ the Company’s ~~named~~expressly ~~executive~~sets ~~officers~~forth in ~~connection~~such ~~with~~future ~~the~~filing ~~merger~~that ~~contemplated~~such ininformation ~~the~~is ~~Agreement and Plan of Merger. The number of shares of common stock outstanding and eligible~~ to ~~vote~~be asconsidered of“filed” ~~the~~or ~~record~~incorporated ~~date~~by ~~for~~reference ~~the Special Meeting, July 18, 2011, was 38,227,318~~therein.

Each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter:

Proposal	For	Against	Abstain	Broker Non-Vote
Proposal to adopt the Agreement and Plan of Merger	28,511,919	53,265	2,175	-
Proposal to adjourn the Special Meeting	26,859,469	1,700,515	7,375	-
Non-binding proposal to approve certain named executive officer compensation arrangements	25,742,080	2,763,436	61,843	-

Item 8.01. Other Events.

On August 30, 2011, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
99.1	Press Release dated August 30, 2011.

Exhibit No.

Description

99.1

Press Release dated September 27, 2011.

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.

		NESS TECHNOLOGIES, INC.
		NESS TECHNOLOGIES, INC
Dated: August 30, 2011	By:	/s/ Ilan Rotem
Dated: September 27, 2011	By:	/s/ Ilan Rotem
		Name: Ilan Rotem
		Title: Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 30, 2011.

Exhibit No.

Description

99.1

Press Release dated September 27, 2011.

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