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): July 1318, 2012 (July 912, 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.)
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)

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))

Item 52.0203. ~~Departure~~Creation of ~~Directors~~a orDirect ~~Certain~~Financial ~~Officers;~~Obligation ~~Election~~or ofan ~~Directors;~~Obligation ~~Appointment~~under ofan ~~Certain~~Off-Balance ~~Officers;~~Sheet ~~Compensatory~~Arrangement ~~Arrangements~~ of ~~Certain~~a ~~Officers~~Registrant.

On July 912, 2012, Network Engines, Inc. (the ~~Compensation~~“Company”) ~~Committee~~issued a letter of ~~the~~credit ~~Board~~for of$20 ~~Directors~~million with one of ~~Network~~its ~~Engines, Inc~~largest suppliers to supplement its existing credit limit with this supplier. This (letter of credit was issued to support the “Company”)’s ~~approved~~last ~~salary~~time ~~increases~~purchases of 3%certain ~~for~~end-of-life ~~the~~platforms, ~~following~~as ~~executive~~a ~~officers~~result of the EMC transition discussed in the Company,’s ~~effective~~press ~~July~~release dated April 112, 2012. ~~The~~This ~~executive~~letter ~~officers~~of ~~below~~credit ~~will~~expires ~~receive~~on September 30, 2012, and may be reduced from time to time based on the ~~following~~amounts ~~annual~~outstanding ~~compensation~~that ~~rates:~~we owe our supplier.

Name and Principal Position	Current Annual Base Compensation		New Annual Base Compensation
Charles N. Cone, III, Senior Vice President of Sales and Marketing	$	258,825	$	266,590
Richard P. Graber, Senior Vice President of Engineering and Operations	$	210,945	$	217,273

Signature(s)

~~There~~Pursuant ~~were~~to nothe ~~changes~~requirements toof the ~~incentive~~Securities ~~compensation~~Exchange ~~targets~~Act ~~previously~~of ~~approved~~1934, by the ~~Compensation~~registrant ~~Committee. No~~has ~~changes~~duly ~~were~~caused ~~made~~this report to ~~current~~be ~~compensation~~signed ~~levels~~on ~~for~~its behalf by the ~~Company’s~~undersigned ~~other~~hereunto ~~executive~~duly ~~officers~~authorized.

		NETWORK ENGINES, INC.

Date: July 18, 2012	By:	/s/ Douglas G. Bryant
		Douglas G. Bryant
		Chief Financial Officer, Treasurer and Secretary

~~Signature(s)~~2

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: July 13, 2012	By:	/s/ Douglas G. Bryant
		Douglas G. Bryant
		Chief Financial Officer, Treasurer and Secretary

Filing Compare · NETWORK ENGINES INC