UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(D)Date OFof ~~THE~~earliest ~~SECURITIES~~event ~~EXCHANGE~~reported): September 18, ~~ACT OF 1934~~2012

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

NETWORK ENGINES, INC.

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

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

25 Dan Road,

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

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

(~~Address~~Former ofName ~~principal~~or ~~executive~~Former ~~offices~~Address, ~~including~~if ~~zip~~Changed ~~code~~Since Last Report)

~~(781)~~Check ~~332~~the appropriate box below if the Form 8-~~1000~~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):

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

~~(Former~~o Soliciting ~~name~~material orpursuant ~~former~~to ~~address,~~Rule 14a-12 ifunder ~~changed~~the ~~since~~Exchange ~~last~~Act ~~report~~(17 CFR 240.14a-12)

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

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

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

~~o Pre-commencement~~On ~~communications~~September 18, ~~pursuant~~2012, Network Engines, Inc., a Delaware corporation (“NEI”), announced that UNICOM Systems, Inc., a California corporation (“UNICOM”) had completed its acquisition of NEI. Pursuant to ~~Rule~~the ~~14d~~terms of the previously announced Agreement and Plan of Merger, dated as of June 18, 2012 (the “Merger Agreement”), by and among NEI, UNICOM, and UNICOM Sub Two, Inc., a Delaware corporation and wholly-2owned subsidiary of UNICOM (b“Merger Sub”), ~~under~~Merger Sub was merged with and into NEI, with NEI continuing as the ~~Exchange~~surviving ~~Act~~corporation (the “Merger”). As a result of the Merger, NEI became a wholly owned subsidiary of UNICOM.

~~o Pre-commencement~~Item ~~communications~~2.01 ~~pursuant~~Completion toof ~~Rule~~Acquisition ~~13e-4(c)~~or ~~under~~Disposition ~~the~~of ~~Exchange Act~~Assets.

~~Item~~On 8September 18, 2012, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into NEI, with NEI continuing as the surviving corporation. At the effective time of the Merger (the “Effective Time”) and as a result of the Merger, NEI became a wholly-owned subsidiary of UNICOM and each share of common stock, par value $0.01 ~~Other~~per ~~Events~~share, of NEI (the “NEI Common Stock”) that was issued and outstanding immediately prior to the Effective Time (other than dissenting shares of NEI Common Stock, shares owned by NEI as treasury stock, and any shares of NEI Common Stock owned directly or indirectly by UNICOM, Merger Sub or any subsidiary of UNICOM or Merger Sub) was canceled and converted into the right to receive $1.45 in cash, without interest (the “Merger Consideration”). Pursuant to the Merger Agreement, immediately prior to the Effective Time each option to purchase NEI Common Stock (each, an “Option”) automatically became fully vested and was canceled at the Effective Time and, in exchange therefor, each former holder of any such canceled Option became entitled to receive, in cash, the amount, if any, by which the Merger Consideration exceeded the exercise price of each such Option multiplied by the number of shares of NEI Common Stock subject to such Option. Each option to purchase NEI Common Stock with an exercise price of $1.45 or greater that was outstanding immediately prior to the Effective Time was cancelled without payment. Immediately prior to the Effective Time, each share of NEI Common Stock issued pursuant to a restricted stock award (the “Restricted Stock”) also automatically became fully vested and free of any forfeiture restrictions and entitled to receive the Merger Consideration for each such share of Restricted Stock.

OnThe ~~September~~foregoing ~~10,~~description ~~2012,~~does ~~Network~~not ~~Engines,~~purport ~~Inc. (“NEI”) signed a memorandum of understanding~~ to ~~settle~~be ~~the~~complete ~~previously disclosed class action lawsuit captioned In re Network Engines, Inc. Shareholder Litigation, C.A. No. 7650-CS pending in the Delaware Court of Chancery~~ and ~~the~~is ~~lawsuit~~qualified in ~~the~~its ~~Suffolk~~entirety ~~County~~by ~~Superior~~reference ~~Court~~to in the ~~Commonwealth~~Merger ~~of Massachusetts entitled Shiva v. Network Engines~~Agreement, ~~Inc.~~a etcopy ~~al.,~~of ~~No.~~which ~~C.A.~~is ~~No. 12-2392-BLS and the newly-~~filed ~~action~~as ~~in the United States District Court for the District of Massachusetts entitled Strum v~~Exhibit 2.1 ~~Network~~hereto ~~Engines,~~and ~~Inc.~~is etincorporated ~~al.,~~herein ~~No.~~by ~~12-cv-11533-RGS~~reference. ~~(collectively,~~At the ~~“Merger~~Effective ~~Litigation”).~~Time, ~~The~~holders ~~Merger Litigation relates to the Agreement and Plan~~ of ~~Merger,~~shares ~~dated as~~ of ~~June 18, 2012, by and among UNICOM Systems, Inc. (“UNICOM”), UNICOM Sub Two, Inc. and~~ NEI~~. On~~ ~~September~~Common ~~10,~~Stock ~~2012,~~ceased ~~NEI~~to ~~issued~~have aany ~~press~~rights ~~release~~as ~~announcing~~stockholders ~~the settlement~~ of the ~~Merger~~Company ~~Litigation.~~(other Athan ~~copy~~the ofright ~~this~~to ~~press~~receive ~~release~~the isMerger ~~attached hereto as Exhibit 99~~Consideration).1.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, NEI notified the NASDAQ Stock Market (“NASDAQ”) on September 18, 2012 of the completion of the Merger and requested that NASDAQ file with the U.S. Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 to delist the NEI Common Stock. Additionally, NEI intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that the NEI Common Stock be deregistered and that NEI’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 above in this Current Report is incorporated by reference herein in response to this Item 3.03.

Item 5.01 Changes in Control of Registrant.

On September 18, 2012, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into NEI, with NEI continuing as the surviving corporation in the Merger. At the Effective Time and as a result of the Merger, each share of NEI Common Stock (other than dissenting shares of NEI Common Stock, shares owned by NEI as treasury stock and any shares of NEI Common Stock owned directly or indirectly by UNICOM or any subsidiary of NEI), including each share of NEI Common Stock subject to a restricted stock award, was canceled and converted into the right to receive the Merger Consideration. Additionally, at the Effective Time, each Option was canceled at the Effective Time and, in exchange therefor, each former holder of any such canceled Option became entitled to receive, in cash, the amount, if any, by which the Merger Consideration exceeded the exercise price of each such Option multiplied by the number of shares of NEI Common Stock subject to such Option. As a result of the Merger, NEI became a wholly-owned subsidiary of UNICOM. UNICOM financed the transaction with cash on hand.

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

Pursuant to the terms of the Merger Agreement, in connection with the Merger, at the Effective Time of the Merger on September 18, 2012, each of John A. Blaeser, Gary E. Haroian, Charles A. Foley, Fontaine K. Richardson, Patricia C. Sueltz and Gregory A. Shortell voluntarily resigned from the board of directors of NEI and the following directors of Merger Sub became the initial directors of NEI: Corry Hong and Christine Hong.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of NEI were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the surviving corporation. The Amended and Restated Certificate of Incorporation of NEI is filed as Exhibit 3.1 hereto and incorporated by reference herein. The Amended and Restated Bylaws of NEI are filed as Exhibit 3.2 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting of NEI’s stockholders was held on September 18, 2012, at which NEI’s stockholders:

1. Approved and adopted the Merger Agreement:

FOR		AGAINST		ABSTAIN
26,275,902		2,749,968		92,673

2. Approved, on an advisory basis, the compensation payable to NEI’s named executive officers in connection with the Merger contemplated by the Merger Agreement:

FOR		AGAINST		ABSTAIN
23,996,749		4,775,978		345,816

3. The proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement:

FOR		AGAINST		ABSTAIN
26,142,248		2,624,621		351,674

4. The proposal to transact such other business as may properly come before the special meeting or any adjournment or postponement thereof:

FOR		AGAINST		ABSTAIN
21,336,559		7,322,415		459,569

Adjournment of the special meeting to a later time or date was not necessary or appropriate because there were sufficient votes at the time of the special meeting to approve the adoption of the Merger Agreement and no other business properly came before the special meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

992.1 ~~Press~~ Agreement ~~Release~~and Plan of ~~Network~~Merger, ~~Engines~~dated as of June 18, 2012, by and among UNICOM Systems, Inc., ~~dated~~UNICOM asSub ofTwo, Inc., ~~September~~and ~~10,~~Network ~~2012~~Engines, Inc. ~~announcing~~(incorporated ~~settlement~~by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the ~~Merger~~SEC ~~Litigation~~on June 20, 2012).

~~Forward~~3.1 Amended ~~Looking~~and ~~Statements~~Restated Certificate of Incorporation of Network Engines, Inc.

~~Information set forth in this Current Report on Form 8—K contains forward-looking statements that involve numerous risks and uncertainties~~3. ~~The~~2 Amended ~~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~~Restated ~~21E~~Bylaws 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 Inc. 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.

~~Additional Information about the Proposed Transaction and Where You Can Find It~~4

Network 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~~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

		NETWORK ENGINES, INC.

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

~~Date: September 10, 2012~~5

EXHIBIT INDEX

Exhibit No.		Exhibit Description
Exhibit		Description
99.1		Press Release of Network Engines, Inc., dated as of September 10, 2012, announcing settlement of the Merger Litigation.
2.1		Agreement and Plan of Merger, dated as of June 18, 2012, by and among UNICOM Systems, Inc., UNICOM Sub Two, Inc., and Network Engines, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on June 20, 2012).
3.1		Amended and Restated Certificate of Incorporation of Network Engines, Inc.
3.2		Amended and Restated Bylaws of Network Engines, Inc.

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