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 22, 2012

NETWORK ENGINES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-30863	04-3064173
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation		Identification No.)

25 Dan Road, Canton, MA		02021
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 332-1000

(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)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 22, 2012, Network Engines, Inc. (“NEI”) began distributing a letter to its stockholders reminding them to submit their proxy cards in connection with the special meeting of stockholders of NEI to be held on September 18, 2012, to approve the previously announced merger with UNICOM Systems, Inc. A copy of the letter to be distributed is attached hereto as Exhibit 99.1 and is incorporated by reference.

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.

		NETWORK ENGINES, INC.

Date: August 22, 2012	By:	/s/ Douglas G. Bryant
		Douglas G. Bryant
		Chief Financial Officer, Treasurer and Secretary

Item 9.01. Financial Statements and Exhibits.

EXHIBIT INDEX

Exhibit		Description

99.1		Letter to stockholders of Network Engines, Inc. reminding them to submit proxies in connection with the special meeting of stockholders to vote on the merger with UNICOM Systems, Inc.

NETWORK ENGINES INC 8-K