UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant Toto Section 13 or 15(d) of The Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): February 15, 2013

~~Date of Report (Date of earliest event reported): December 11~~TNS, ~~2012~~ Inc.

~~TNS,~~(Exact ~~INC.~~name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in the Charter)

Delaware	1-32033	36-4430020
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Delaware	1-32033	36-4430020
11480 Commerce Park Drive, Suite 600, Reston, Virginia	20191-1406
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

~~11480~~Registrant’s ~~Commerce~~telephone ~~Park Drive~~number, ~~Suite~~including ~~600,~~area ~~Reston,~~code: ~~Virginia~~(703) ~~20191~~453-~~1406~~8300

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, ~~and~~if ~~zip~~changed ~~code~~since last report.)

~~(703)~~Check ~~453~~the appropriate box below if the Form 8-~~8300~~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)

~~Check~~o Soliciting ~~the~~material ~~appropriate~~pursuant ~~box~~to ~~below if the Form 8~~Rule 14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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 1.01 Entry into a Material Definitive Agreement~~Introduction

On ~~December 11~~February 15, ~~2012~~2013, ~~TNS,~~pursuant ~~Inc.~~to the Agreement and Plan of Merger, adated ~~Delaware~~as ~~corporation~~of December 11, 2012 (the “~~Company~~Merger Agreement”), ~~entered~~by ~~into~~and anamong ~~Agreement~~TNS, Inc., ~~and~~a ~~Plan~~Delaware ofcorporation ~~Merger~~ (the “~~Merger Agreement~~Company”), ~~with~~ Trident Private Holdings I, LLC, a Delaware limited liability company (“Parent”), and Trident Private Acquisition Corp., a Delaware corporation ~~and an indirect wholly owned subsidiary of Parent~~ (“Merger Sub”), ~~providing for the merger of~~ Merger Sub merged with and into the Company ~~(the “Merger”)~~, with the Company ~~surviving~~continuing ~~the Merger~~ as anthe ~~indirect~~surviving ~~wholly~~entity ~~owned subsidiary~~ of ~~Parent. Parent~~the ~~and~~merger ~~Merger Sub are affiliates of Siris Capital Group, LLC~~ (the “~~Siris~~Merger”). ~~The~~ ~~Company’s~~As ~~Board~~a result of ~~Directors (~~the ~~“Board”) unanimously approved the~~ Merger ~~Agreement~~, ~~acting upon~~ the ~~unanimous~~Company ~~recommendation~~became ofan aindirect, ~~special~~wholly-owned ~~committee~~subsidiary ~~composed~~ of ~~independent and disinterested directors of the Board (the “Special Committee”)~~Parent.

AtPursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of common stock of the Company’s, ~~common~~par ~~stock~~value $0.001 per share (“Company Common Stock”), issued and outstanding immediately prior to the ~~effective~~Merger ~~time~~ (other than shares (i) held by the Company in treasury, (ii) owned directly or indirectly by any of the Company’s wholly owned subsidiaries, Parent or Merger Sub, or (iii) held by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) ~~will~~was converted into the right to receive $21.00 in cash, without interest and less any applicable taxes required to be ~~automatically~~withheld. In addition, at the effective time of the Merger, (x) each option to acquire Company Common Stock, whether vested or unvested, outstanding immediately prior to the consummation of the Merger, was cancelled and converted into the right to receive an amount of cash equal to the excess, if any, of $21.00 over the exercise price per share of such option, less any applicable taxes required to be withheld, (y) each share of restricted stock and restricted stock unit that vests based on the passage of time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to $21.00, less any applicable taxes required to be withheld and (z) each restricted stock unit that vests based on the ~~“Per~~satisfaction ~~Share~~of ~~Merger~~performance ~~Consideration”)~~criteria was cancelled and converted, ~~without~~on ~~interest~~a pro rata basis based on the time elapsed during the applicable performance period and the total time in the applicable performance period, into the right to receive an amount in cash equal to $21.00, less any applicable taxes required to be withheld.

~~Each~~The ~~option~~foregoing todescription ~~acquire~~of the ~~Company’s~~Merger ~~common~~Agreement ~~stock,~~and ~~whether~~transactions ~~vested~~contemplated orthereby ~~unvested,~~does ~~outstanding~~not ~~immediately~~purport ~~prior~~ to ~~the consummation of the Merger will~~ be ~~cancelled~~complete and ~~converted~~is ~~into~~subject ~~the right~~ to, ~~receive~~and anqualified ~~amount~~ in ~~cash~~its ~~equal~~entirety toby, the ~~excess,~~full iftext ~~any,~~ of ~~$21.00 over~~ the ~~exercise~~Merger ~~price per share of such option~~Agreement, ~~less~~a ~~any~~copy ~~applicable taxes required to be withheld. Each share~~ of ~~restricted~~which ~~stock~~was ~~and~~filed ~~restricted~~as ~~stock unit that vests based on the passage of time, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash equal to $21~~Exhibit 2.~~00,~~1 ~~less any applicable taxes required~~ to ~~be withheld. Restricted stock units that vest based on~~ the ~~satisfaction~~Company’s ofCurrent ~~performance~~Report ~~criteria will be cancelled and converted,~~ on aForm 8-K ~~pro~~filed ~~rata~~with ~~basis based on~~ the ~~time~~Securities ~~elapsed during the applicable performance period~~ and ~~the~~Exchange ~~total~~Commission ~~time in~~ (the ~~applicable~~“SEC”) ~~performance~~on ~~period~~December 11, ~~into~~2012 ~~the~~and ~~right~~is toincorporated ~~receive~~herein anby ~~amount in cash equal to $21~~reference.~~00, less any applicable taxes required to be withheld.~~

~~Consummation~~Item of1.02. ~~the~~Termination ~~Merger is subject to customary conditions, including, among others, (i) the approval~~ of ~~the~~a ~~Merger~~Material byDefinitive the Company’s stockholders, (ii) the expiration or early termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii) the absence of certain legal impediments to the consummation of the MergerAgreement.

~~Parent~~In ~~has~~connection ~~secured~~with ~~committed~~the ~~financing~~Merger, ~~consisting~~on ofFebruary 15, a2013, ~~combination~~the ofCompany ~~(i)~~paid ~~equity~~in tofull beall ~~provided~~then byoutstanding anobligations ~~investor~~under ~~group~~the ~~led~~Credit ~~by Siris Partners II~~Agreement, ~~L.P.~~dated ~~and~~as ~~(ii) debt financing to be provided by affiliates~~ of ~~SunTrust~~February 3, ~~Robinson Humphrey~~2012, ~~Inc.~~by and ~~Macquarie~~among ~~Capital~~Transaction ~~(USA)~~Network Services, Inc., the ~~aggregate~~Company, ~~proceeds~~SunTrust ~~of which~~Bank, ~~together~~as ~~with~~administrative ~~cash~~agent, ~~held~~and by the ~~Company~~other atlenders ~~closing,~~party ~~will~~thereto ~~be sufficient for Parent to finance~~ (the ~~transactions~~“Credit ~~contemplated~~Agreement”). byThe ~~the~~Credit ~~Merger~~ Agreement, ~~including~~was ~~payment~~terminated ofeffective ~~the~~as ~~aggregate~~of ~~Per~~that ~~Share~~date, ~~Merger Consideration~~ and all ~~related~~commitments, ~~fees~~security interests and ~~expenses. Consummation~~guaranties ofin ~~the~~connection ~~Merger~~therewith iswere ~~not~~terminated ~~subject~~and ~~to a financing condition~~released.

The Company has made various representations and warranties and agreed to specified covenants in the Merger Agreement, including covenants relating to the conduct of the Company’s business between the date of the Merger Agreement and the closing of the Merger and other matters, including the “go-shop” and “no-shop” covenants described below.2

~~During~~Item ~~the period beginning on the date of the Merger Agreement and continuing until 11:59 p~~2.m01. ~~Eastern~~Completion ~~Time~~of onAcquisition January 10, 2013 (the “Go-Shop Period”), the Company may initiate, solicit and encourage any alternative acquisition proposals from third parties, provide nonpublic information to such third parties pursuant to acceptable confidentiality agreements and participate in discussions and negotiations with such third parties regarding alternative acquisition proposals. Starting at 12:00 a.m. on January 11, 2013, the Company will become subject to customary “no-shop” restrictions on its ability to initiate, solicit or ~~encourage~~Disposition alternative acquisition proposals from third parties, provide nonpublic information to such third parties pursuant to acceptable confidentiality agreements and participate in discussions and negotiations with such third parties regarding alternative acquisition proposals, except that the Company may, for thirty days following the end of the Go-Shop Period, continue to engage in the aforementioned activities with third parties that made an alternative acquisition proposal during the Go-Shop Period that the Special Committee believes in good faith is, or could reasonably be expected to result in, a Superior Proposal (as defined in the Merger Agreement)Assets. In addition, after the Go-Shop Period, in response to any unsolicited alternative acquisition proposal received from any third party, the Company may provide nonpublic information to such party pursuant to an acceptable confidentiality agreement and participate in discussions and

1The information set forth in the Introduction above and Item 5.01 below is incorporated herein by reference.

~~negotiations~~Item ~~with~~3.01. ~~such~~Notice ~~party,~~of ifDelisting ~~the~~or ~~Special~~Failure ~~Committee determines in good faith that failure~~ to ~~take~~Satisfy ~~such~~a ~~action~~Continued ~~would~~Listing beRule ~~inconsistent with the directors’ fiduciary duties under applicable law and any such alternative acquisition proposal is,~~ or ~~could~~Standard; ~~reasonably~~Transfer beof ~~expected to result in, a Superior Proposal~~Listing.

Prior to the ~~approval~~effective time of the Merger, by the Company’s ~~stockholders,~~Common ~~the~~Stock ~~no-shop~~was ~~provision~~registered ispursuant ~~subject~~ to ~~a “fiduciary out” provision, which permits the Board, subject to compliance with certain obligations described below, to~~ Section 12(ib) of ~~change its recommendation to~~ the ~~Company’s~~Securities ~~stockholders~~Exchange ~~regarding~~Act ~~the~~of ~~Merger~~1934, oras ~~terminate~~amended (the ~~Merger~~“Exchange ~~Agreement~~Act”), inand ~~either~~listed ~~case~~on ~~due~~the toNew anYork ~~intervening~~Stock ~~event,~~Exchange or (ii“NYSE”) ~~approve~~under ~~a Superior Proposal and terminate~~ the ~~Merger~~symbol ~~Agreement~~“TNS.” toAs ~~enter~~a ~~into~~result ~~such~~of ~~Superior~~the ~~Proposal~~Merger, ~~if,~~each ~~with~~share ~~respect~~of toCommon ~~either~~Stock ~~(i)~~was orcancelled ~~(ii), the Special Committee determines in good faith (after consultation with its financial advisor~~ and ~~outside~~automatically ~~legal~~converted ~~counsel)~~into ~~that~~ the ~~failure~~right to doreceive soan ~~would~~amount bein ~~inconsistent~~cash ~~with~~equal ~~its~~to ~~fiduciary duties under applicable law~~$21. ~~Before~~00. ~~exercising~~Accordingly, ~~this~~following ~~“fiduciary~~the ~~out” however~~Merger, ~~the~~on ~~Board~~February 15, ~~must provide Parent with three business days’ prior written notice of its intentions~~2013, the ~~basis~~Company ~~for~~notified ~~its action and, if applicable,~~ the ~~material~~NYSE ~~terms~~ of ~~any~~its ~~Superior~~intent ~~Proposal. During~~to ~~such~~remove ~~three business day period,~~ the Company ~~must,~~Common atStock ~~Parent’s~~from ~~request,~~listing ~~engage~~on inthe ~~certain~~NYSE ~~discussions or negotiations with Parent. After three business days,~~ and ~~taking~~asked ~~into~~the ~~account~~NYSE ~~any changes~~ to ~~the~~file ~~Merger~~with ~~Agreement and~~ the ~~related~~SEC ~~transaction~~an ~~documents~~application ~~offered~~on inForm 25 ~~writing~~to byreport ~~Parent,~~the ifdelisting ~~Board~~of ~~determines~~the inCompany ~~good~~Common ~~faith~~Stock ~~(after~~from ~~consultation~~the ~~with~~NYSE ~~its~~under ~~financial advisor and outside legal counsel) that, as applicable,~~ Section 12(ib) of the ~~failure~~Exchange toAct. ~~effect~~The aCompany ~~change~~intends ~~of recommendation or termination due~~ to anderegister ~~intervening~~the ~~event~~Company ~~would~~Common beStock ~~inconsistent~~ with ~~its~~the ~~fiduciary~~SEC ~~duties~~ under ~~applicable law or~~ Section 12(iig) of the ~~Superior~~Exchange ~~Proposal~~Act ~~continues~~and to ~~constitute~~suspend ~~a Superior Proposal, then~~ the ~~Board~~reporting ~~may~~obligations ~~exercise~~of ~~its “fiduciary out.” In~~ the ~~event~~Company ofwith ~~any~~respect ~~amendment~~ to the ~~financial~~Company ~~terms~~Common orStock ~~any~~under ~~other~~Sections ~~material~~13(a) and ~~amendment~~ 15(d) of ~~a Superior Proposal,~~ the ~~Company~~Exchange ~~must~~Act ~~deliver~~by tofiling ~~Parent~~a ~~two~~Form 15 ~~business~~with ~~days’~~the ~~prior~~SEC ~~written~~promptly ~~notice~~after ~~and again comply with~~ the ~~applicable~~Form 25 ~~requirements~~becomes ~~described above~~effective.

~~The~~Item ~~Merger Agreement contains certain termination rights for the Company and Parent~~3. ~~Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee~~03. If ~~the~~Material ~~termination~~Modification fee becomes payable under certain circumstances during the sixty-day period following the date of the Merger Agreement, the amount of the termination fee will be $8,019,250. In all other instances in which a fee is due to ~~Parent,~~Rights ~~the amount~~ of ~~the~~Security termination fee will be $18,711,500. The Company will be required to reimburse third-party expenses incurred by Parent in connection with the Merger Agreement in an amount not to exceed $5,346,000 in the event that the Merger Agreement is terminated under certain circumstances. Parent will be required to reimburse third-party expenses incurred by the Company in connection with the Merger Agreement in an amount not to exceed $5,346,000 in the event that the Merger Agreement is terminated under certain circumstances. The Merger Agreement also provides that Parent will be required to pay the Company a reverse termination fee of $32,076,750 under certain circumstances specified in the Merger Agreement. Siris Partners II, L.P., an affiliate of Siris and Parent, has provided the Company with a limited guarantee in favor of the Company guaranteeing the payment of the reverse termination fee and certain other monetary obligations that may be owed by Parent pursuant to the Merger Agreement.Holders

The ~~representations,~~information ~~warranties~~set ~~and~~forth ~~covenants of the Company contained~~ in the ~~Merger~~Introduction ~~Agreement~~above ~~have~~is ~~been~~incorporated ~~made~~herein ~~solely~~by ~~for the benefit of Parent and Merger Sub~~reference. In ~~addition,~~At ~~such~~the ~~representations,~~effective ~~warranties~~time ~~and covenants (i) have been made only for purposes~~ of the Merger ~~Agreement~~, ~~(ii)~~each ~~have~~share ~~been~~of ~~qualified by matters specifically disclosed in any reports filed by the~~ Company ~~with~~Common ~~the~~Stock ~~Securities~~issued and ~~Exchange~~outstanding ~~Commission~~immediately ~~(“SEC”)~~ prior to the ~~date of the~~ Merger ~~Agreement~~was ~~and~~converted ~~confidential~~into ~~disclosures made to Parent and Merger Sub in connection with~~ the ~~Merger~~right ~~Agreement, (iii) are subject~~ to ~~materiality~~receive ~~qualifications~~$21.00 ~~contained~~ in ~~the Merger Agreement that may differ from what may be viewed as material by investors~~cash, ~~(iv) were~~without ~~made~~interest ~~only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement,~~ and ~~(v) have~~less ~~been~~any ~~included~~applicable intaxes ~~the~~required ~~Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included with this filing only~~ to ~~provide~~be ~~investors with information regarding the terms of the Merger Agreement~~withheld, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as ~~characterizations~~further ofdescribed ~~the~~above actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the ~~Company’s public disclosures~~Introduction. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that the Company files or has filed with the SEC.

~~The~~Item ~~foregoing~~5.01. ~~description~~Changes ~~of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified~~ in ~~its~~Control ~~entirety by, the full text~~ of ~~the Merger Agreement attached hereto as Exhibit 2~~Registrant.~~1, which is incorporated herein by reference.~~

2The information set forth in the Introduction above and Item 5.02 below is incorporated herein by reference. On February 15, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving entity in the Merger. As a result of the Merger, the Company became an indirect, wholly-owned subsidiary of Parent. The total cash merger consideration paid was approximately $537 million, which amount was funded from a combination of equity financing, debt financing and cash of the Company.

~~Forward-Looking Statements~~3

~~The~~Item ~~statements contained in this report that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995~~5. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, the forward-looking statements02. ~~The~~ ~~Company~~Departure has attempted, whenever possible, to identify these forward-looking statements using words such as “may,” “will,” “should,” “projects,” “estimates,” “expects,” “plans,” “intends,” “anticipates,” “believes,” and variations of ~~these~~Directors words and similar expressions. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the occurrence of any event, change or ~~other~~Certain ~~circumstances that could give rise to the termination of the Merger Agreement~~Officers; ~~the~~Election ~~possibility that competing acquisition proposals will be made; the outcome~~ of ~~any legal proceedings that may be instituted against the Company related to the Merger Agreement~~Directors; ~~the~~Appointment ~~inability to complete the Merger due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion~~ of ~~the~~Certain ~~Merger, including the receipt of all regulatory approvals related to the Merger~~Officers; ~~the~~Compensatory ~~failure~~Arrangements ~~to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the Merger Agreement; the disruption~~ of ~~management’s~~Certain attention from the Company’s ongoing business operations due to the Merger; the effect of the announcement of the Merger on the Company’s relationships with its customers, operating results and business generally; the effects of local and national economic, credit and capital market conditions; and other risk factors described in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2012Officers. The Company undertakes no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectations or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to December 11, 2012.

~~Additional~~In ~~Information~~accordance with the Merger Agreement, at the effective time of the Merger, each of John B. Benton, Stephen X. Graham, John V. Sponyoe and ~~Where~~Thomas toE. ~~Find~~Wheeler Itceased serving as a member of the board of directors of the Company.

InItem ~~connection with the proposed Merger, the Company will prepare a proxy statement to be filed with the SEC~~5. ~~When~~07 ~~completed,~~Submission ~~a definitive proxy statement and a form~~ of ~~proxy~~Matters ~~will be mailed~~ to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Company’s stockholders will be able to obtain, without charge, a ~~copy~~Vote of ~~the~~Security ~~proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.~~Holders

~~The~~At a special meeting of the stockholders (the “Special Meeting”) of the Company, held on February 15, 2013, the Company’s stockholders ~~will~~voted to approve the proposal to adopt the Merger Agreement. The Company’s stockholders also bevoted ~~able~~to (i) approve the proposal to ~~obtain~~adjourn the Special Meeting, ~~without~~if ~~charge~~necessary or appropriate, ato ~~copy~~solicit ofadditional proxies if there were insufficient votes at the ~~proxy~~time ~~statement~~of ~~and~~the ~~other~~Special ~~relevant~~Meeting ~~documents~~to ~~(when~~adopt ~~available)~~the byMerger ~~directing~~Agreement or if a ~~request~~quorum bywas ~~mail~~not orpresent ~~telephone~~at tothe ~~TNS,~~Special Meeting and (ii) ~~Inc.~~approve, ~~11480~~by ~~Commerce~~non-binding, ~~Park~~advisory ~~Drive~~vote, ~~Suite~~certain compensation arrangements to the Company’s named executive officers in connection with the Merger. The matters acted upon at the Special Meeting are described in more detail in the Company’s Definitive Proxy Statement filed with the SEC on January ~~600~~11, ~~Reston~~2013, ~~Virginia~~pursuant ~~20191,~~to ~~Attn:~~which ~~Corporate~~proxies ~~Secretary,~~were ~~telephone:~~solicited. ~~703-453-8300~~There were 24,475,682 shares of Company Common Stock present in person or ~~from~~represented by proxy at the ~~Company’s~~Special ~~website~~Meeting, ~~http://www~~representing 81.~~tnsi~~04% of the shares entitled to vote at the Special Meeting.~~com.~~ The final voting results for each proposal are set forth below:

~~The~~Proposal ~~Company~~1: ~~and~~To ~~its~~adopt ~~directors and officers may be deemed to be participants in~~ the ~~solicitation of proxies from the Company’s stockholders with respect to the special meeting of stockholders that will be held to consider the proposed~~ Merger~~. Information~~ about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2012 Annual Meeting of Stockholders, which was filed with the SEC on April 20, 2012Agreement. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when filed with the SEC.

For	Against	Abstain

19,763,649	8,858	62,365

Proposal 2: To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or if a quorum is not present at the Special Meeting.

For	Against	Abstain

18,685,817	1,124,965	24,403

Proposal 3: To approve, by non-binding, advisory vote, certain compensation arrangements to the Company’s named executive officers in connection with the Merger.

For	Against	Abstain

16,823,206	2,274,871	736,795

Item 8.01 Other Events

On February 15, 2013, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of December 11, 2012, among Trident Private Holdings I, LLC, Trident Private Acquisition Corp. and TNS, Inc.*
99.1		Press Release dated December 11, 2012.
99.2		Frequently Asked Questions dated December 11, 2012.
99.3		Letter to TNS Employees dated December 11, 2012.
99.4		Letter to TNS Customers dated December 11, 2012.

The following exhibits are filed as part of this Current Report on Form 8-K:

* The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request.

Exhibit No.		Description

99.1		Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TNS, INC.
	(Registrant)
Dated: December 11, 2012	By:	/s/ Henry H. Graham, Jr.
	Name:	Henry H. Graham, Jr.
	Title:	Chief Executive Officer

Exhibit Index

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of December 11, 2012, among Trident Private Holdings I, LLC, Trident Private Acquisition Corp. and TNS, Inc.*
99.1		Press Release dated December 11, 2012.
99.2		Frequently Asked Questions dated December 11, 2012.
99.3		Letter to TNS Employees dated December 11, 2012.
99.4		Letter to TNS Customers dated December 11, 2012.

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.

		TNS, Inc.


Dated:	February 15, 2013	By:	/s/ Henry H. Graham, Jr.
		Name:	Henry H. Graham, Jr.
		Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release

Filing Compare · TNS INC