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

~~PURSUANT~~February 9, TO2005 Date ~~SECTION~~of 13Report ~~OR 15~~(d)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT OF 1934~~reported)

February 8, 2005

Date of Report (Date of earliest event reported)

Corio, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-31003		77-0492528
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)


Delaware (State or Other Jurisdiction of Incorporation)		000-31003 (Commission File Number)		77-0492528 (IRS Employer Identification Number)

959 Skyway Road, Suite 100, San Carlos, CA 94070 (Address of principal executive offices) (Zip Code)

(~~Address~~650) 232-3000 (Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices) (Zip~~area ~~Code~~code)

(650) 232-3000

(Registrant’s telephone number, including area code)

(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)

o		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))

TABLE OF CONTENTS

Section 2 — Financial Information; Section 3 — Securities and Trading Markets Item 12.0104. ~~Entry~~Triggering ~~into~~Events that Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation; Item 3.02. Unregistered Sales of Equity Securities SIGNATURE

Section 12 —~~Registrant’s~~ ~~Business~~Financial Information; Section 3 — Securities and ~~Operations~~Trading Markets

Item 12.0104. ~~Entry~~Triggering ~~into~~Events that Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation; Item 3.02. Unregistered Sales of Equity Securities

On February 89, 2005, ~~the Compensation Committee of the Board of Directors of~~ Corio, Inc. (the “Company”) ~~authorized~~determined ~~the~~that, ~~grant of stock options to executive officers~~ pursuant to the ~~Company’s variable~~earn-out ~~stock~~provisions ~~bonus~~described ~~plan~~in ~~for~~the ~~management~~Asset ~~objectives~~Transfer ~~related~~Agreement toand ~~the~~Plan ~~second half~~ of ~~fiscal~~Reorganization ~~2004, and~~ (the “Agreement”) ~~payment~~by toand ~~executive~~among ~~officers of~~ the Company, ~~(other~~Nexus ~~than George Kadifa~~Technology, ~~the~~Inc. ~~Company’s~~(“Nexus”) ~~Chairman~~and ofvarious ~~the~~individuals ~~Board~~ and ~~Chief~~entities, dated ~~Executive~~as ~~Officer)~~ of ~~cash~~October 22, ~~bonuses~~2003, ~~under~~ the Company’s ~~executive~~will ~~cash~~issue ~~bonus~~$2.0 million ~~plan~~in ~~for~~value ~~management~~of ~~objectives related to~~ the ~~fourth~~Company’s ~~quarter of fiscal 2004. This~~common ~~authorization~~stock ~~represents~~ (the ~~second semi~~“Earn-~~annual~~Out ~~variable~~Issuance”) ~~stock~~to ~~bonus~~Nexus ~~plan~~within ~~grant,~~fifteen ~~which~~business ~~program~~days ~~was first~~after ~~implemented~~January 31, ~~for~~2005 (the date ~~first half~~ of ~~2004~~such issuance, ~~and~~ the ~~second~~“Earn-Out ~~executive~~Issuance ~~cash~~Date”). ~~bonus~~The ~~plan~~Agreement ~~payment, which program~~ was ~~first~~previously ~~implemented~~filed ~~for~~with the ~~third quarter of 2004. Under the bonus plans,~~ ~~management~~Securities ~~objectives~~and ~~were~~Exchange ~~established~~Commission ~~for~~by the Company’s ~~executive~~on ~~officers~~October 29, ~~consisting~~2003 ofas ~~personal goals~~an ~~that~~exhibit ~~differed~~to bya ~~officer.~~Current Report ~~These~~on ~~objectives~~Form ~~were~~8-K ~~designed~~and relates to ~~further~~ the Company’s ~~business strategies~~purchase inof ~~areas~~substantially ~~such~~all asof ~~market~~the ~~expansion~~assets of Nexus, ~~expense~~including ~~management~~customer contracts, ~~regulatory~~that ~~compliance~~was ~~and customer~~consummated ~~delivery~~on ~~and~~October 22, ~~service~~2003.

The ~~following~~number ~~table~~of ~~sets~~shares ~~forth~~of common stock of the ~~cash~~Company ~~bonuses~~under ~~and~~the Earn-Out Issuance, based on the average of the closing prices of the Company’s common stock ~~option~~for ~~grants~~the ~~that~~fifteen ~~were~~trading ~~authorized to~~days ~~executive~~ending ~~officers~~on and ~~under~~including the ~~bonus~~second ~~plans~~trading inday ~~recognition~~prior ofto the ~~percentage~~Earn-Out ofIssuance ~~achievement~~Date, ofis expected to be ~~management~~approximately ~~objectives:~~720,000 shares.

Name and Position

Cash Bonus Third Quarter of FY 2004

Cash Bonus Fourth Quarter of FY 2004

Stock Options First Half of FY 2004

Stock Options Second Half of FY 2004

George Kadifa Chairman and Chief Executive Officer

$30,000

N/A

100,000 shares

N/A

Salem Jamil Executive Vice President, Chief Operating Officer

N/A

35,000 shares

50,000 shares

Parmeet Chaddha Senior Vice President, Corio Technologies

$20,000

$25,000

50,000 shares

Brett White Executive Vice President, Chief Financial Officer

$20,000

$20,500

50,000 shares

Arthur Chiang Senior Vice President, Corporate Development

$20,000

$16,402

50,000 shares

John Ottman Executive Vice President, Worldwide Markets

$20,000

$16,267

60,000 shares

20,000 shares

As discussed in more detail in the Agreement, the Earn-Out Issuance is consideration in part for revenue of the Company for its fourth quarter 2004 attributable to services for customers identified in a schedule to the Agreement. The Agreement identifies three revenue earn-out threshold levels for the fourth quarter ending December 31, 2004, and the Company has determined that the highest revenue earn-out threshold level was attained, thereby entitling Nexus to the Earn-Out Issuance with a value of $2.0 million. This is the only earn-out issuance contemplated in the Agreement.

The shares to be issued pursuant to the Earn-Out Issuance will be issued pursuant to the private placement exemption under Section 4(2-) of the Securities Act of 1933, as amended, taking into account the limited number of Nexus shareholders, their level of sophistication and/or their access to information regarding the Company. The Company expects that the actual issuance of the shares will be made on or around February 18, 2005.

~~Table of Contents~~-2-

TheTable stock option grants discussed herein were made under the 1998 Stock Option Plan of the Company. The exercise price of these option grants was equal to the fair market value per share of the Company’s common stock on the date of grant, determined to be equal to the last closing price of the Company’s common stock prior to the grant, as reported by Nasdaq, i.e., $1.36 for the grants authorized on September 27, 2004 and $2.79 for the grants authorized on February 8, 2005. Assuming the continued employment of these individuals with IBM pursuant to the previously announced Agreement and Plan of Merger dated as of January 24, 2005, among International Business Machines Corporation, Nike Acquisition Corp. and the Company, each of the option grants becomes exercisable as to 25% of the option shares at the end of the first year of the optionee’s continuing employment from the date of grant, and as to 1/36th of the remaining unvested shares each month thereafter. Contents

~~Also~~SIGNATURE ~~on February 8, 2005, the Board of Directors of the Company authorized the grant of stock~~ ~~options pursuant to the Company’s variable stock bonus plan to a total of 265 additional employees~~ ~~of the Company (excluding the executive officers identified above) for the purchase of up to an~~ aggregate of 887,463 shares of the Company’s common stock. The exercise price of these options is $2.79 per share, and such options become exercisable in accordance with the same schedule as described above.

~~-3-~~ Pursuant to the requirements of the Securities Exchange Act of 1934, Corio, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Table~~Date: ofFebruary 15, ~~Contents~~2005

~~SIGNATURE~~ CORIO, INC. By: /s/ George Kadifa George Kadifa, Chairman and Chief Executive Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, Corio, Inc. has duly~~-3- ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

Date: February 10, 2005

CORIO, INC. By: /s/ George Kadifa George Kadifa, Chairman and Chief Executive Officer

-4-

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