UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~September~~November 201, 2010 ~~(September 19, 2010)~~

NETEZZA CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33445	04-3527320
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


Delaware (State or Other Jurisdiction of Incorporation)		001-33445 (Commission File Number)		04-3527320 (IRS Employer Identification No.)

26 Forest Street
Marlborough, Massachusetts		01752
(Address of Principal Executive Offices)		(Zip Code)


26 Forest Street
Marlborough, Massachusetts (Address of Principal Executive Offices)		01752 (Zip Code)

Registrant’s telephone number, including area code: (508) 382-8200

(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) þ 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~~o ~~1.01. Entry~~Soliciting ~~into~~material apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement.~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

Ono ~~September 19,~~Pre-commencement ~~2010,~~communications ~~Netezza~~pursuant ~~Corporation~~to Rule 13e-4(~~“Netezza”~~c) ~~entered~~under ~~into a definitive Agreement and Plan of Merger (~~the ~~“Merger~~Exchange ~~Agreement”)~~Act ~~with International Business Machines Corporation~~ (~~“IBM”)~~17 ~~and Onyx~~CFR ~~Acquisition Corp~~240. 13e-4(~~“OnyxSub”~~c), a wholly owned subsidiary of IBM. Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, OnyxSub will merge with and into Netezza, and Netezza will become a wholly owned subsidiary of IBM (the “Merger”)~~. If the Merger is completed, Netezza’s stockholders will be entitled to receive $27.00 in cash for each share of Netezza common stock owned by them as of the date of the Merger.~~

~~The~~Item consummation of the Merger is subject to certain conditions, including adoption of the Merger Agreement by Netezza’s stockholders, the continuing accuracy of Netezza and IBM’s respective representations and warranties, the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as any similar filings that need to be made in foreign jurisdictions8.01. ~~The~~Other ~~dates for the Netezza stockholders meeting to vote on adoption of the Merger Agreement and for closing the Merger have not yet been determined~~Events.

On or about October 12, 2010, Netezza ~~has~~Corporation ~~made~~(“Netezza”) ~~representations~~mailed ~~and~~a ~~warranties~~definitive ~~related~~proxy statement relating to ~~its~~a ~~business~~special ~~and~~meeting ~~operations~~of ~~and~~stockholders ~~has agreed~~of Netezza to ~~specified~~be ~~covenants~~held inat the ~~Merger~~offices ~~Agreement~~of Wilmer Cutler Pickering Hale and Dorr LLP, ~~including~~60 ~~covenants~~State ~~relating~~Street, toBoston, ~~the~~Massachusetts, ~~conduct~~on November 10, of2010, ~~Netezza’s~~beginning ~~business~~at ~~between~~10:00 a.m., ~~the~~local ~~date~~time. ofAt the ~~Merger~~special ~~Agreement~~meeting, Netezza stockholders will be asked to consider and ~~the~~vote ~~closing~~upon ofa proposal to adopt the Agreement and Plan of Merger., dated as of ~~Additional~~September 19, ~~covenants~~2010, ~~restrict~~by ~~solicitation~~and ofamong ~~proposals~~International ~~for~~Business ~~alternative~~Machines ~~transactions~~Corporation (“IBM”), ~~obligate~~Onyx ~~Netezza~~Acquisition toCorp. ~~complete~~(“Onyx”), ~~governmental~~a ~~filings~~wholly ~~and~~owned ~~seek~~subsidiary ~~specified~~of ~~governmental~~IBM, and ~~other approvals~~Netezza, ~~require~~ ~~cooperation~~as insuch ~~preparing~~agreement ~~public~~may ~~disclosures~~be amended ~~relating~~from time to time. If the ~~transaction~~merger agreement is adopted and ~~other~~the ~~matters.~~merger described in the ~~Netezza~~merger agreement is ~~also~~completed, ~~required~~Netezza towill ~~hold~~become a ~~meeting~~wholly owned subsidiary of ~~its~~IBM, and Netezza stockholders will be entitled to ~~seek~~receive ~~their~~$27.00 ~~approval~~in cash, without interest and less any applicable withholding taxes, for each share of Netezza common stock owned by them as of the ~~Merger~~date of the ~~Agreement~~merger.

As disclosed in the definitive proxy statement, and following the announcement of the merger agreement, Netezza and its directors were named as defendants in four putative class actions brought by Netezza stockholders. The ~~Merger~~first, ~~Agreement~~which ~~contains~~names IBM as an additional defendant, was filed on September 21, 2010 in the Court of Chancery of the State of Delaware, and is captioned Anthony Kolton v. Netezza Corporation, et al., C.A. No. 5836. The second, which names Netezza, certain ~~termination~~of its ~~rights~~directors, certain of its officers, IBM and Onyx as defendants, was filed on September 22, 2010 in the Middlesex Superior Court of the Commonwealth of Massachusetts, and is captioned Adam Walker v. Netezza Corporation, et al., C.A. No. 10-3583. The third, which names Netezza, its directors and ~~provides~~a ~~that~~former director as defendants, is captioned Oklahoma Law Enforcement Retirement System v. ~~under~~Netezza ~~specified~~Corporation, ~~circumstances~~et al., ~~upon~~C.A. No., 1:10 cv 11644-JLT, and was filed on September 27, 2010 in the ~~termination~~United States District Court of the ~~Merger~~District ~~Agreement~~of ~~Netezza~~Massachusetts. ~~will~~The befourth, which names ~~required~~Netezza, toits ~~pay~~directors, IBM aand ~~termination~~Onyx ~~fee~~as defendants, was filed on September 29, 2010 in the Court of Chancery ~~$56~~of the State of Delaware, and is captioned Erste-Sparinvest KAG v. Netezza Corporation, et al., C.A. No. ~~million~~5858.

~~Treatment~~ The four actions, purportedly brought on behalf of ~~Equity~~a ~~Awards~~class ~~under~~of Netezza stockholders, generally allege that Netezza’s directors purportedly breached their fiduciary duties in connection with the proposed ~~Merger~~merger ~~Agreement~~by failing to maximize shareholder value and obtain the best financial terms. On October 5, 2010, the Erste-Sparinvest KAG Delaware plaintiff amended its complaint to further allege that Netezza failed to disclose material information concerning the proposed merger. All of the complaints include requests for declaratory, injunctive and other equitable relief, including to enjoin Netezza and IBM from consummating the merger, in addition to fees and costs.

~~Under~~ On ~~the~~October 1, ~~Merger Agreement~~2010, ~~equity~~Netezza ~~awards~~filed ~~exercisable~~a ormotion ~~convertible~~to ~~into~~stay ~~shares~~the ofproceedings ~~Netezza~~in ~~common~~the Massachusetts ~~stock~~federal ~~outstanding~~court atOklahoma ~~the~~Law ~~effective~~Enforcement ~~time~~Retirement ofSystem ~~the~~matter ~~Merger~~pending ~~(the~~final ~~“Effective~~judgment ~~Time”)~~of ~~will either be~~the ~~canceled~~matters ~~and~~in ~~converted at~~ the ~~Effective~~Court ~~Time~~of ~~into~~Chancery aof ~~right~~the toState ~~receive~~of aDelaware. ~~cash~~On ~~payment~~October 15, or2010, inthe ~~some~~plaintiff in ~~cases,~~the ~~converted~~Massachusetts ~~into~~federal ~~comparable~~court ~~awards~~action ~~for~~advised ~~common~~the ~~stock~~Court ofthat ~~IBM,~~it asdoes ~~described~~not inoppose ~~more~~Netezza’s ~~detail~~motion to ~~below~~stay.

Subject to any provisions to the contrary in an offer letter between an individual employee of Netezza and IBM (each such agreement, an “Offer Letter”) each stock option to acquire Netezza common stock (1) granted under Netezza’s 2000 stock incentive plan or, to the extent vested or vesting in connection with the Merger, under Netezza’s 2007 stock incentive plan, or (2) held by any non-employee director, consultant or independent contractor of Netezza or its subsidiaries will be canceled and converted into the right to receive a cash payment from IBM equal to the product of the number of shares of Netezza common stock subject to such option and the excess,

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if On ~~any~~October 4, of2010, ~~$27.00~~both ~~per~~Netezza ~~share~~and ~~over~~IBM served motions to stay the ~~exercise~~proceedings ~~price~~in the Massachusetts state court Walker matter pending final judgment of the ~~option~~matters in the Court of Chancery of the State of Delaware. InOn ~~addition~~October 22, ~~shares~~2010, ofNetezza filed its motion to stay with the Court, and notified the Court that no opposition to the motion to stay had been received by Netezza ~~restricted~~within ~~stock~~the ~~will~~time beallowed ~~converted~~by ~~into~~the applicable rules for the ~~right~~Massachusetts state court plaintiff to serve ~~receive~~his ~~$27~~opposition.00 ~~per~~On ~~share~~November 1, 2010, IBM filed its motion to stay with the Court, and notified the Court that no opposition to the motion to stay had been received by IBM within the time allowed by the applicable rules for the Massachusetts state court plaintiff to serve his opposition.

~~Subject~~ On toOctober 6, ~~the terms of any Offer Letter~~2010, ~~each~~the ~~stock~~Erste-Sparinvest ~~option~~KAG toDelaware ~~acquire~~plaintiff ~~Netezza~~filed ~~common~~a ~~stock~~motion ~~that~~for isexpedited ~~not~~proceedings ~~being~~and ~~canceled~~a inmotion ~~the~~for ~~manner~~preliminary ~~described~~injunction. ~~above~~On ~~will~~October 8, ~~be converted into an option to acquire~~2010, ~~on substantially~~ the ~~same~~plaintiffs ~~terms~~in ~~and~~the ~~conditions~~two Delaware asactions ~~were~~submitted ~~applicable~~ to the ~~option~~Court ~~prior~~a toproposed ~~conversion, shares~~order ofconsolidating ~~common~~for ~~stock~~all ofpurposes ~~IBM~~their ~~(with~~two actions ~~specified~~in ~~limitations).~~the ~~The~~Court ~~number~~ of ~~shares~~Chancery of ~~common~~the ~~stock~~ State of ~~IBM~~Delaware ~~subject~~(and toadvised the ~~new~~Court ~~option~~that ~~and~~ the defendants ~~exercise~~do ~~price~~not ~~per~~oppose ~~share~~consolidation). ofThe ~~common~~Court ~~stock~~consolidated ofthese ~~IBM~~actions ~~will~~by ~~be determined~~Order ~~based on an exchange ratio equal to a fraction~~dated October 18, ~~the numerator of which is $27~~2010.00 ~~and~~The ~~the denominator~~consolidated ofaction ~~which~~ is ~~the~~captioned ~~average~~In ~~closing~~re ~~price~~Netezza ~~per~~Corporation ~~share of IBM common stock on the 20 trading~~Shareholder ~~days~~Litigation, ~~immediately~~Consolidated ~~prior~~C.A. toNo. 5858-VCS ~~the closing date of the Merger~~ (~~the~~ “~~Exchange~~Consolidated ~~Ratio~~Delaware Action”)., ~~The~~and ~~exercise~~the ~~price~~amended ~~per~~complaint ~~share~~filed ~~of such option is determined~~ by ~~dividing~~ the ~~exercise~~Erste-Sparinvest ~~price~~KAG ofplaintiff ~~such~~is ~~option prior to~~ the ~~Merger~~ byoperative ~~the~~complaint ~~Exchange~~in ~~Ratio, with~~ the Consolidated ~~result~~Delaware ~~rounded up to the nearest cent~~Action.

~~Similarly,~~ In ~~subject~~an effort to minimize the ~~terms~~cost ofand ~~any~~expense ~~Offer~~of ~~Letter,~~litigating ~~each~~such ~~Netezza restricted stock unit (“RSU”)~~lawsuits, ~~to the~~on ~~extent vested or vesting in connection with the Merger or held by any non-employee director~~October 25, ~~consultant~~2010, ~~or independent contractor of~~ Netezza ~~or its subsidiaries~~, ~~will~~the beother ~~canceled~~defendants and ~~converted for~~the plaintiffs reached an ~~amount~~agreement in ~~cash~~principle ~~equal~~ to settle the ~~product~~Consolidated ofDelaware ~~the number of shares of Netezza common stock subject to such RSU and $27~~Action.00 ~~per~~Pursuant ~~share. Any RSU not canceled as described above will be converted into a restricted stock unit, subject~~ to ~~substantially~~ the ~~same~~ terms ~~and~~of ~~conditions~~the asagreement ~~were~~in ~~applicable~~principle, toreflected ~~such~~in ~~RSU prior to such conversion with respect to~~ a ~~number~~memorandum of ~~shares~~understanding ofdated ~~common~~October 29, ~~stock~~2010, ~~of IBM determined by multiplying~~ the ~~number~~parties ofagreed ~~shares~~that of Netezza ~~common~~would ~~stock~~make ~~subject~~certain ~~to such RSU~~additional ~~immediately~~disclosures ~~prior~~ to ~~the~~its ~~Effective~~stockholders ~~Time~~beyond by the ~~Exchange~~information ~~Ratio~~provided ~~(rounded~~in ~~down to~~ the ~~nearest~~definitive ~~whole share)~~proxy statement. Those Inadditional ~~determining~~disclosures ~~the~~are ~~conversion~~set offorth ~~the~~below ~~performance-based~~under ~~RSUs~~the ~~granted~~heading in“ADDITIONAL ~~the~~DISCLOSURES.” ~~fiscal year~~The ~~ending~~settlement ~~January 31,~~contemplated ~~2011,~~by the ~~shares~~agreement ~~subject~~in toprinciple ~~the RSUs~~ will ~~first~~not bechange ~~determined~~any ~~using an assumed adjusted operating income result at 143%~~ of ~~target and an assumed revenue result (for~~ the ~~full fiscal~~terms ~~year)~~ of ~~150% of target and then converted into~~ the ~~replacement RSUs, but the replacement~~ ~~RSUs~~merger ~~will~~or ~~provide that~~ the ~~revenue~~merger component (and the resulting number of replacement RSUs) can be adjusted downwards after January 31, 2011 based on actual revenue for the full fiscal year but not below the number due at 100% of targetagreement.

~~This~~ The ~~summary~~settlement ofcontemplated ~~the~~by ~~principal terms of~~ the ~~Merger~~agreement ~~Agreement~~in ~~and~~principle ~~the~~is ~~copy~~subject ofto ~~the~~documentation, ~~Merger Agreement~~court ~~filed~~approval, ascompletion anof ~~exhibit~~satisfactory toconfirmatory ~~this~~discovery ~~Form~~by ~~8-K~~plaintiffs’ ~~are~~counsel, ~~intended~~dismissal ~~to provide information regarding the terms~~ of ~~the~~ ~~Merger~~the ~~Agreement~~Consolidated ~~and~~Delaware ~~are~~Action ~~not~~with ~~intended~~prejudice, toand ~~modify~~consummation orof ~~supplement~~the ~~any~~merger. ~~factual~~Upon ~~disclosures about Netezza~~Court inapproval, ~~its~~the ~~public~~settlement ~~reports~~contemplated ~~filed~~by ~~with~~ the ~~U.S.~~agreement ~~Securities~~in ~~and~~principle ~~Exchange~~will ~~Commission.~~resolve Inall ~~particular,~~of the claims ~~Merger~~that ~~Agreement~~were ~~and~~or ~~related~~could ~~summary~~have ~~are~~been ~~not~~brought ~~intended~~in tothe ~~be,~~Consolidated ~~and~~Delaware ~~should not be relied upon as~~Action, ~~disclosures~~ ~~regarding~~including ~~any~~all ~~facts and circumstances~~ claims relating to ~~Netezza.~~the ~~The~~merger, ~~foregoing description of~~ the ~~Merger~~merger ~~Agreement~~agreement ~~does not purport to be complete~~ and isany ~~qualified~~disclosure made in ~~its~~connection ~~entirety by reference to the Merger Agreement~~therewith.

~~The~~ Netezza ~~Merger~~and ~~Agreement~~the ~~contains~~other ~~representations~~defendants have vigorously denied, and ~~warranties~~continue ofto ~~Netezza~~vigorously deny, ~~IBM~~any wrongdoing ~~and~~or ~~OnyxSub~~liability ~~made~~with respect to the facts and claims asserted, or which could have been ~~each~~asserted, ~~other~~in asthe lawsuits described above, including that they have committed any violations of ~~specific~~law or ~~dates.~~breach ~~The~~of ~~assertions~~fiduciary ~~embodied~~duty, that they have acted improperly in ~~those~~any ~~representations~~way, ~~and~~or ~~warranties~~that they have any ~~were~~liability ~~made~~or ~~solely~~owe ~~for~~any ~~purposes~~damages of any kind to the ~~contract~~plaintiffs ~~among~~or ~~Netezza,~~to ~~IBM~~the ~~and~~purported ~~OnyxSub~~class, and specifically ~~may~~deny bethat ~~subject~~any tofurther supplemental disclosure is required under any applicable rule, ~~important~~statute, ~~qualifications~~regulation ~~and~~or ~~limitations~~law ~~agreed~~or that the Netezza directors failed to maximize stockholder value by entering ~~Netezza,~~into the merger agreement with IBM and ~~OnyxSub~~Onyx. The settlement contemplated by the agreement in ~~connection~~principle ~~with~~is not, and should not be construed as, an admission of wrongdoing or liability by any defendant. However, to avoid the ~~negotiated~~risk ~~terms.~~of ~~Moreover~~delaying or otherwise imperiling the merger, ~~some~~and to provide additional information to Netezza’s stockholders at a time and in a manner that would not cause any delay of ~~those~~the ~~representations~~merger, Netezza and its directors agreed to the settlement described above. The parties considered it desirable that the action be settled to avoid

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~~warranties~~the ~~may~~substantial ~~not~~burden, beexpense, ~~accurate~~risk, orinconvenience ~~complete~~and asdistraction of ~~any~~continued ~~specified date, may be subject to a~~litigation ~~contractual~~and ~~standard of materiality different from those generally applicable~~ to ~~stockholders~~fully ~~or may have been used for purposes allocating risk among Netezza, IBM~~ and ~~OnyxSub~~finally ~~rather~~resolve ~~than establishing~~the ~~matters as facts~~matter.

~~IBM~~ The ~~has~~following ~~been~~information asupplements ~~strategic~~the ~~partner~~definitive ofproxy ~~Netezza’s~~statement ~~for~~and ~~several~~should ~~years~~be ~~and~~read in conjunction with the ~~current~~definitive ~~versions~~proxy ofstatement. All page references in the information below shall ~~Netezza’s~~refer ~~data~~to ~~warehouse~~those ~~appliances~~contained ~~are~~in ~~based~~the ondefinitive ~~commodity~~proxy ~~IBM~~statement, ~~blade~~and ~~hardware~~terms used below shall have the meanings set forth in the definitive proxy statement.

~~CAUTIONARY~~ADDITIONAL ~~NOTE REGARDING FORWARD LOOKING STATEMENTS~~DISCLOSURES

~~Any~~Background ~~statements in this Current Report on Form 8-K about future expectations, plans and prospects for Netezza, including statements about the expected timetable for consummation~~ of the ~~proposed~~Merger transaction among IBM, OnyxSub and Netezza, and any other statements about IBM, OnyxSub and Netezza, or about Netezza’s future expectations, beliefs, goals, plans or prospects, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of Netezza stockholder approval, the regulatory approvals or court approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate Netezza’s operations into those of IBM or that such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Netezza may be difficult; IBM and Netezza are subject to intense competition and increased competition is expected in the future; Netezza’s dependence on a single product family for nearly all of its revenue; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international marketplace; and the other factors described in IBM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and in its most recent quarterly report filed with the SEC, and Netezza’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010 and in its most recent quarterly report filed with the SEC. IBM and Netezza assume no obligation to update the information in this Current Report on Form 8-K, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

~~IMPORTANT~~ In ~~ADDITIONAL~~addition ~~INFORMATION~~to ~~WILL~~the BEinformation ~~FILED~~disclosed ~~WITH~~on ~~THE~~page ~~SEC~~18 of the proxy statement regarding the July 16, 2010 meeting of the special committee formed by Netezza’s board of directors to facilitate the evaluation and consideration of a possible strategic transaction, which involved a discussion of potential acquirers, including a potential acquisition by IBM, Netezza notes that the 12 potential strategic acquirers (including IBM) identified by Qatalyst and reviewed by the special committee and Qatalyst represented a broad range of companies, including companies that are primarily software companies, consulting or services companies, computer hardware companies, data storage and warehousing companies, data integration companies, and companies whose product offerings include combined hardware, software and services solutions. Based on preliminary discussions with members of Netezza’s board and management and its own knowledge of the industry, Qatalyst had classified each of the 12 potential acquirers as having a higher, medium, or lower likelihood of interest in a potential strategic transaction with Netezza.

In Given ~~connection~~the nature of Netezza’s business, the special committee believed that companies that already had in place the sales force and distribution channels needed to market and support a combined hardware and software product would best fit with Netezza’s product offering and be the most ~~proposed~~likely ~~acquisition~~to ofbe interested in a potential strategic transaction with Netezza byand ~~IBM,~~thus the most likely to offer maximum value for Netezza. ~~intends~~The special committee decided to ~~file~~recommend ~~relevant~~to the ~~materials~~board, ~~with~~and thereafter, following discussion, the ~~SEC~~board instructed Qatalyst to approach three companies — Company A, ~~including~~Company B and Company C — that (in addition to IBM) best fit this profile. These three companies and IBM were classified as having a higher or medium likelihood of interest in a potential strategic transaction with Netezza. Both the special committee and the board decided not to approach those companies among the twelve candidates that are primarily software, consulting or services companies. Although Qatalyst had classified another company as having a medium likelihood of interest, in the special committee’s ~~proxy~~and ~~statement~~board’s judgment, that company was unlikely to be interested in ~~preliminary~~a potential transaction with Netezza because it is a relatively new player in the data analytics market and ~~definitive~~its ~~form~~product portfolio is still insufficiently developed to make its acquisition of Netezza a good strategic fit. Similarly, the special committee and board ~~STOCKHOLDERS~~decided OFnot ~~NETEZZA~~to ~~ARE~~approach ~~URGED~~another TOcompany ~~READ~~who ~~ALL~~is ~~RELEVANT~~a ~~DOCUMENTS~~Netezza competitor with a product offering similar to Netezza’s. The special committee and the board also decided that another company that had recently announced the acquisition of one of Netezza’s competitors would not, in their judgment, be a likely potential acquirer.

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~~FILED~~CAUTIONARY ~~WITH~~NOTE ~~THE~~REGARDING ~~SEC~~FORWARD LOOKING STATEMENTS Any statements in this Current Report on Form 8-K about future expectations, ~~INCLUDING~~plans ~~NETEZZA~~and prospects for Netezza, including statements about the expected timetable for consummation of the proposed transaction among IBM, Onyx and Netezza, and any other statements about IBM, Onyx and Netezza, or about Netezza’Ss ~~DEFINITIVE~~future ~~PROXY~~expectations, ~~STATEMENT~~beliefs, ~~BECAUSE~~goals, ~~THEY~~plans ~~WILL~~or ~~CONTAIN~~prospects, constitute forward-looking ~~IMPORTANT~~statements ~~INFORMATION~~within ~~ABOUT~~the ~~THE~~meaning ~~PROPOSED~~of ~~TRANSACTION~~Section 21E of the Securities Exchange Act of 1934. ~~Investors~~Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and ~~security~~similar ~~holders~~expressions) ~~will~~should also be considered ~~able~~forward-looking statements. A number of important factors could cause actual results or events to ~~obtain~~differ materially from those indicated by such forward-looking statements, including the parties’ ~~documents~~ability ~~free~~to consummate the transaction; the conditions to the completion of ~~charge~~the transaction, atincluding the ~~SEC~~receipt of Netezza stockholder approval; the regulatory approvals or court approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate Netezza’s ~~web~~operations ~~site~~into those of IBM or that such integration may be more difficult, ~~http://www.sec.gov.~~time-consuming ~~Documents~~or ~~will~~costly than expected; operating ~~also~~costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be ~~available~~greater ~~for~~than expected ~~free~~following ~~from~~the transaction; the retention of certain key employees of Netezza bymay ~~contacting~~be difficult; ~~Investor~~IBM ~~Relations~~and atNetezza ~~508~~are subject to intense competition and increased competition is expected in the future; Netezza’s dependence on a single product family for nearly all of its revenue; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international marketplace; and the other factors described in IBM’s Annual Report on Form 10-~~382~~K for the fiscal year ended December 31, 2009 and in its most recent quarterly report filed with the Securities and Exchange Commission (the “SEC”), and Netezza’s Annual Report on Form 10-~~8200~~K orfor the fiscal year ended January 31, ~~ir@netezza~~2010 and in its most recent quarterly report filed with the SEC.~~com.~~ ~~Such~~IBM ~~documents~~and Netezza assume no obligation to update the information in this Current Report on Form 8-K, except as otherwise required by law. Readers are cautioned not ~~currently~~to ~~available.~~place undue reliance on these forward-looking statements that speak only as of the date hereof.

~~IBM~~ADDITIONAL ~~and~~INFORMATION ~~Netezza~~AND ~~and~~WHERE ~~their~~TO ~~respective~~FIND ~~directors~~IT This ~~and~~report ~~executive officers~~ may be deemed to be ~~participants~~ ~~in the~~ solicitation ofmaterial ~~proxies~~in ~~from~~respect ~~the holders~~ of ~~Netezza~~the ~~common~~proposed ~~stock~~acquisition ~~in respect~~ of ~~the~~Netezza ~~transaction contemplated~~ by ~~the Merger Agreement~~IBM. ~~Information~~In ~~about~~connection with the ~~directors~~proposed ~~and executive~~acquisition, ~~officers~~Netezza ofhas ~~IBM~~filed isa ~~set forth in the~~ proxy statement ~~for~~in ~~IBM’s~~preliminary ~~2010~~and ~~Annual~~definitive ~~Meeting~~form ~~of Stockholders, which was filed~~ with the SEC ~~on March 8, 2010~~. ~~Information~~STOCKHOLDERS ~~about~~OF ~~the~~NETEZZA ~~directors~~ARE ~~and executive~~URGED ~~officers of Netezza is set forth in the proxy statement for Netezza’s 2010 Annual Meeting~~TO ofREAD ~~Stockholders,~~ALL ~~which~~RELEVANT ~~was~~DOCUMENTS ~~filed~~FILED ~~with~~WITH ~~the~~THE SEC ~~on May 7~~, ~~2010.~~INCLUDING AsNETEZZA’S ofDEFINITIVE ~~September 16,~~PROXY ~~2010~~STATEMENT, ~~Netezza’s~~ ~~directors~~BECAUSE ~~and~~THEY ~~executive~~CONTAIN ~~officers~~IMPORTANT ~~beneficially~~INFORMATION ~~owned~~ABOUT ~~approximately~~THE ~~3,851,497~~PROPOSED ~~shares~~TRANSACTION. ofInvestors ~~Netezza~~and security ~~common~~holders ~~stock,~~may orobtain ~~5.9% of~~ the ~~outstanding~~documents ~~shares~~free of ~~Netezza~~charge ~~common~~at ~~stock~~the ~~as of such date. In addition, certain of Netezza~~SEC’s ~~executive~~web ~~officers have entered into employment or transition arrangements with IBM~~site, ~~which will become effective as of the closing of the Merger~~http://www. ~~A more~~sec.gov. ~~complete~~Documents ~~description~~are ofalso ~~these~~available ~~arrangements~~for ~~and~~free ~~the~~from ~~interests~~Netezza ofby contacting Netezza’s ~~directors~~Investor ~~and~~Relations ~~executive~~at ~~officers~~508-382-8200 ~~with~~or ~~respect to the Merger will be available in the Proxy Statement~~ir@netezza. com.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Agreements with Executives

In connection with the execution of the Merger Agreement, each of Messrs. James Baum, David Flaxman, Patrick Scannell, Jr., Ray Tacoma and Ms. Patricia Cotter (collectively, the “Named Executive Officers”) have entered into Offer Letters that describe each officer’s employment or transition arrangement with IBM, specify the treatment of Netezza equity awards and provide for participation in a retention or transition bonus program. These programs provide for either a transition bonus within twelve months after the closing of the Merger or participation in a retention bonus program for up to three years after the closing of the Merger, payable for achievement of certain milestones after the closing. Pursuant to the Offer Letters, the Named Executive Officers have released Netezza, IBM and OnyxSub from all claims prior to their execution, contingent on the closing of the Merger.

These Offer Letters supersede and replace the retention agreements to which each of the Named Executive Officers is currently party. A description of the terms of the employment arrangements with IBM which replaces those benefits will be made available in the Proxy Statement.

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~~Item~~Participants in Solicitation IBM and its directors and executive officers, and Netezza and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Netezza common stock in respect of the proposed transaction. Information about the directors and executive officers of IBM is set forth in the proxy statement for IBM’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on March 8, 2010.01 Information about the directors and executive officers of Netezza is set forth in the proxy statement for Netezza’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on May 7, 2010. ~~Other~~As ~~Events~~of September 27, 2010, Netezza’s directors and executive officers beneficially owned approximately 3,851,497 shares of Netezza common stock, or 5.9% of the outstanding shares of Netezza common stock as of such date. In addition, certain of Netezza’s executive officers have entered into employment or transition arrangements with IBM, which will become effective as of the closing of the merger. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement regarding the acquisition filed with the SEC on October 12, 2010.

Netezza issued a press release on September 20, 2010 announcing entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.

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SIGNATURE

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.

	NETEZZA CORPORATION
Date: September 20, 2010	By:	/s/ Patrick J. Scannell, Jr.
Date: November 1, 2010	By:	/s/ Patrick J. Scannell, Jr.
		Patrick J. Scannell, Jr.
		Senior Vice President and Chief Financial Officer

~~EXHIBIT~~- ~~INDEX~~7 -

Exhibit No		Description
2.1(1)		Agreement and Plan of Merger, dated September 19, 2010, by and among International Business Machines Corporation (“IBM”), Onyx Acquisition Corp., a wholly owned subsidiary of IBM, and Netezza Corporation
99.1		Press Release issued September 20, 2010 by Netezza Corporation

(1) Certain schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Netezza will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request.

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