UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD) of ~~the~~OF ~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date of earliest event reported): September 7 10, 2012

NETWORK ENGINES, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

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

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

25 Dan Road,

~~Registrant’s telephone number~~Canton, ~~including~~MA ~~area code: (781) 332-1000~~02021

(~~Former~~Address ~~Name~~of orprincipal ~~Former~~executive ~~Address~~offices, ifincluding ~~Changed~~zip ~~Since Last Report~~code)

~~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~~781): 332-1000

~~o Written~~(Registrant’s ~~communications~~telephone ~~pursuant~~number, toincluding ~~Rule 425~~area ~~under the Securities Act (17 CFR 230.425~~code)

~~x Soliciting~~(Former ~~material~~name ~~pursuant~~or toformer ~~Rule 14a-12~~address, ~~under~~if ~~the~~changed ~~Exchange~~since ~~Act~~last ~~(17 CFR 240.14a-12~~report)

~~o Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule 14d-2(b) under~~simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant under any of the following provisions:

o ~~Pre-commencement~~Written communications pursuant to Rule ~~13e-4(c)~~ 425 under the ~~Exchange~~Securities Act ~~(17 CFR 240.13e-4(c))~~

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Item 8.01 Other Events.

On September 7 10, 2012, Network Engines, Inc. (“NEI”) ~~began~~signed ~~distributing~~ a ~~third~~memorandum ~~letter~~of understanding to ~~certain~~settle ofthe ~~its~~previously ~~stockholders~~disclosed ~~reminding~~class ~~them~~action tolawsuit ~~submit~~captioned ~~their~~In ~~proxy~~re ~~cards~~Network Engines, Inc. Shareholder Litigation, C.A. No. 7650-CS pending in ~~connection~~the ~~with~~Delaware Court of Chancery and the ~~special~~lawsuit ~~meeting~~in the Suffolk County Superior Court in the Commonwealth of ~~stockholders~~Massachusetts entitled Shiva v. Network Engines, Inc. et al., No. C.A. No. 12-2392-BLS and the newly-filed action in the United States District Court for the District of ~~NEI~~Massachusetts entitled Strum v. Network Engines, Inc. et al., No. 12-cv-11533-RGS (collectively, the “Merger Litigation”). The Merger Litigation relates to bethe ~~held~~Agreement onand ~~September~~ Plan of Merger, dated as of June 18, 2012, toby ~~approve~~and ~~the~~among ~~previously~~UNICOM ~~announced~~Systems, ~~merger~~Inc. ~~with~~(“UNICOM”), UNICOM ~~Systems~~Sub Two, Inc. and NEI. AOn ~~copy~~September 10, 2012, NEI issued a press release announcing the settlement of the ~~letter~~Merger toLitigation. beA ~~distributed~~copy of this press release is attached hereto as Exhibit 99.1 ~~and is incorporated by reference~~.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~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.~~(d) Exhibits

		NETWORK ENGINES, INC.
Date: September 7, 2012	By:	/s/ Douglas G. Bryant
		Douglas G. Bryant
		Chief Financial Officer, Treasurer and Secretary

99.1 Press Release of Network Engines, Inc., dated as of September 10, 2012, announcing settlement of the Merger Litigation.

~~Item~~Forward ~~9.01.~~Looking ~~Financial~~ Statements ~~and Exhibits.~~

~~EXHIBIT INDEX~~Information set forth in this Current Report on Form 8—K contains forward-looking statements that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act including, without limitation, statements regarding the expected benefits and closing of the proposed Merger and management’s expectations, beliefs and intentions. All forward-looking statements included in this communication are based on information available to Network Engines on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on Network Engines’ results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Undue reliance should not be placed on any forward-looking statements, which speak only as of the date made. Neither Network Engines nor any other person can assume responsibility for the accuracy and completeness of forward looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond Network Engines’ control. These factors include (without limitation): failure to satisfy any condition to closing of the Merger and that, in such case, Network Engines’ business will have been adversely affected during the pendency of the Merger; failure to consummate or delay in consummating the transaction for other reasons; changes in laws or regulations; and changes in general economic conditions. Network Engines undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to Network Engines’ most recent Form 10—K, 10—Q and 8—K reports filed with the SEC.

Exhibit		Description
99.1		Third 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.

Additional Information about the Proposed Transaction and Where You Can Find It

2Network Engines has filed with the Securities and Exchange Commission (the “SEC”) preliminary and definitive proxy statements and other relevant materials in connection with the proposed acquisition of Network Engines by UNICOM. The definitive proxy statement has been mailed to Network Engines shareholders. Before making any voting or investment decisions with respect to the transaction, investors and security holders of Network Engines are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the transaction and Network Engines. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by accessing Network Engines’ website at www.nei.com by clicking on the “Investor Relations” link and then clicking on the “SEC Filings” link or by writing to Network Engines at 25 Dan Road, Canton, MA 02021.

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.

	(Registrant)

	By:	/s/ Douglas G. Bryant
		Douglas G. Bryant

		Chief Financial Officer, Treasurer and Secretary

Date: September 10, 2012

EXHIBIT INDEX

Exhibit No.		Exhibit Description

99.1		Press Release of Network Engines, Inc., dated as of September 10, 2012, announcing settlement of the Merger Litigation.

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