UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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) ~~May 20~~June 5, 2013

B456 SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		001-34463		04-3583876
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

B456 Systems, Inc. 200 West Street Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (617) 778-5700

N/A ~~(Former name or former address, if changed since last report.)~~

(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 7.01. Regulation FD Disclosure.

AsMonthly ~~previously~~Operating disclosed, on October 16, 2012, B456 Systems, Inc. (“B456” or the “Company”) and all of its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 cases are jointly administered under the caption “In re B456 Systems, Inc., et. al.” Case No. 12-12859.Report

InOn ~~December~~June ~~2012~~5, 2013, the Company ~~announced~~filed ~~that,~~its ~~pursuant~~monthly tooperating anreport ~~auction~~for ~~conducted~~the ~~pursuant~~period tofrom ~~Section~~April ~~363~~1, of2013 ~~the~~to ~~Bankruptcy Code~~April 30, it2013 ~~had reached agreement on~~ (the ~~terms~~“Monthly ofOperating ~~an asset purchase agreement with Wanxiang America Corporation (“Wanxiang~~Report”) ~~through which Wanxiang would acquire substantially all of B456’s assets for $256.6 million in cash and an additional asset purchase agreement~~ with ~~Navitas~~the ~~Systems~~United ~~LLC~~States ~~(“Navitas”)~~Bankruptcy ~~through~~Court ~~which Navitas would acquire B456’s Ann Arbor Michigan-based government business, including all U.S. Military contracts,~~ for ~~$2.25~~the ~~million~~District inof ~~cash~~Delaware (~~together,~~ the “~~Proposed~~Bankruptcy ~~Sales~~Court”). OnThe ~~December 11,~~Monthly ~~2012,~~Operating ~~the~~Report ~~Bankruptcy~~is ~~Court~~attached ~~issued~~as anExhibit 99.1 ~~order approving the Proposed Sales,~~ and onis ~~January 29,~~incorporated ~~2013,~~herein ~~the~~by ~~Company announced that it had completed the Proposed Sales~~reference.

On February 6, 2013, the Company filed with the Bankruptcy Court a proposed Joint Plan of Liquidation (as amended, the “Proposed Plan”) and related disclosure statement (as amended, the “Disclosure Statement”). The ~~Proposed~~information ~~Plan~~set ~~and~~forth ~~Disclosure~~in ~~Statement~~this ~~were~~Item ~~previously attached to the Registrant’s Form 8-K filed on February 8, 2013 as Exhibits 99~~7.101 and ~~99.2. On March 13, 2013,~~ the ~~Bankruptcy~~attached ~~Court~~exhibits ~~entered~~shall annot ~~order~~be ~~approving~~deemed ~~the~~to ~~Disclosure~~be ~~Statement, and the Company began the solicitation process for the Proposed Plan. On May 20, 2013, the Bankruptcy Court confirmed the Proposed Plan, as modified (the~~ “~~Plan~~filed”) infor apurposes ~~Confirmation Order (the “Confirmation Order”). A copy~~ of ~~the Confirmation Order, including the Plan (as entered by the Bankruptcy Court) is attached hereto as Exhibit~~Section ~~99.1,~~18 ~~and~~of ~~is incorporated herein by reference. The Plan is not yet effective. In accordance with~~ the ~~Plan,~~Securities ~~the~~Exchange ~~Plan~~Act ~~will~~of ~~become~~1934 ~~effective upon the satisfaction~~ or ~~waiver~~otherwise ofsubject ~~certain~~to ~~conditions precedent. The Company anticipates that~~ the ~~effective~~liabilities ~~date~~ of ~~the~~that ~~Plan will not occur before June 10, 2013~~section.

~~The~~Cautionary ~~Registrant~~Statement ~~cautions~~Regarding ~~investors~~Financial ~~not~~Operating to place undue reliance upon the information contained in the Plan and the related schedules (collectively the “Disclosure Package”). The Disclosure Package was not audited or reviewed by independent accountants, will not be subject to audit or review by the Registrant’s external auditors at any time in the future, is in a format consistent with applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurances that, from the perspective of an investor or potential investor in the Registrant’s securities, the Disclosure Package is accurate or complete.Data

The Company cautions investors and potential investors not to place undue reliance on the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not prepared in accordance with Generally Accepted Accounting Principles in the United States, has not been audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter than or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934 (the “Securities Exchange Act”), and such information may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Securities Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		~~Confirmation~~Monthly ~~Order~~Operating ofReport for the period from April 1, 2013 to April 30, 2013, filed with the United States Bankruptcy Court for the District of Delaware ~~dated May 20, 2013.~~

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.

	B456 SYSTEMS, INC.
	(Registrant)
Date: May 24, 2013	By:	/s/ Eric J. Pyenson
Date: June 10, 2013	By:	/s/ Eric J. Pyenson
		Name:	Eric J. Pyenson
		Title:	General Counsel

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