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): ~~October~~November 3120, 2012

Kenexa Corporation

(Exact Name of Issuer as Specified in Charter)


Pennsylvania	001-35336	23-3024013
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

650 East Swedesford Road, Wayne, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)

(610) 971-9171

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	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)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Information.

~~Supplement~~As topreviously disclosed, ~~Proxy~~Kenexa ~~Statement~~Corporation ~~for~~(“Kenexa”) ~~the~~entered ~~Special~~into ~~Meeting~~an Agreement and Plan of ~~Shareholders~~Merger to(the be“Merger ~~held~~Agreement”), ondated ~~November~~as of August 2925, 2012, with International Business Machines Corporation (“IBM”) and Jasmine Acquisition Corp. (“Sub”), a wholly owned subsidiary of IBM. Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, Sub will merge with and into Kenexa, and Kenexa will become a wholly owned subsidiary of IBM (the “Merger”).

~~These~~On ~~supplemental~~October, ~~disclosures~~31, to2012, ~~the~~an ~~definitive~~alleged shareholder ~~proxy statement on Schedule 14A (the “Proxy Statement”)~~ filed bya ~~Kenexa~~derivative ~~Corporation~~action ~~(“Kenexa”)~~and ~~with~~purported ~~the United~~class ~~States~~action ~~Securities~~complaint ~~and Exchange Commission~~ (the “~~SEC~~Complaint”) ~~on October 26, 2012, are being made to update certain information~~ in ~~connection with shareholder litigation relating to~~ the ~~Agreement~~Court ~~and Plan~~ of ~~Merger~~Common ~~(the “Merger~~Pleas ~~Agreement”), dated as~~ of ~~August 25~~Chester County, ~~2012~~Pennsylvania, bynaming ~~and among~~ Kenexa, ~~International~~the ~~Business~~members ~~Machines Corporation (“IBM”) and Jasmine Acquisition Corp. (“Sub”), a wholly owned subsidiary~~ of ~~IBM.~~our ~~Pursuant~~board ~~to the terms~~ of ~~the~~directors, ~~Merger Agreement~~IBM, and ~~subject to the conditions thereof,~~ Sub ~~will~~as defendants ~~merge with and into Kenexa~~(collectively, ~~and Kenexa will become a wholly owned subsidiary of IBM (~~the “~~Merger~~Defendants”). ~~If the~~The ~~Merger~~Complaint isgenerally ~~completed~~alleged that, ~~Kenexa’s shareholders will be entitled to receive $46.00~~ in ~~cash~~connection ~~for~~with ~~each~~approving ~~share~~the ofMerger, Kenexa’s ~~common~~directors ~~stock~~breached ~~owned~~their byfiduciary ~~them~~duties asowed ofto ~~the~~Kenexa, ~~date~~and ofthat ~~the~~IBM ~~Merger.~~knowingly ~~Defined~~acted in ~~terms~~concert ~~used~~with ~~but~~our ~~not~~directors ~~defined~~in ~~herein~~their ~~have~~breaches ~~the~~of ~~meaning~~their ~~set forth~~fiduciary ~~in the Proxy Statement~~duties.

~~Legal~~On ~~Action~~November 20, ~~Filed~~2012, a Memorandum of Understanding (the “MOU”) was reached relating to the Complaint, pursuant to which the parties agreed that Kenexa will grant to its shareholders dissenters rights under Pennsylvania law in connection with the Merger. The settlement of the litigation contemplated by the MOU is subject to definitive documentation and court approval. Kenexa and the other Defendants have vigorously denied, and continue to vigorously deny, any wrongdoing or liability with respect to the facts and claims asserted, or which could have been asserted, in the litigation referenced above. The settlement contemplated by the MOU is not, and should not be construed as, an admission of wrongdoing or liability by any Defendant. The Defendants considered it desirable that these actions be settled to avoid the substantial burden, expense, risk, inconvenience and distraction of continued litigation.

AsIn ~~previously~~connection ~~disclosed~~with ~~beginning~~the MOU, on ~~pages~~November 21, 82012, ~~and~~our 41board of ~~the~~directors ~~Proxy~~adopted ~~Statement,~~a ~~subsequent~~resolution togranting ~~the~~all ~~announcement~~Kenexa ofshareholders dissenters rights under Pennsylvania law in connection with the Merger and, ~~our~~Kenexa, ~~board~~IBM ofand ~~directors~~Sub ~~received~~entered ainto ~~letter~~an ~~from~~amendment ato ~~law~~the ~~firm~~Merger ~~representing~~Agreement anproviding ~~alleged shareholder~~for ~~demanding~~such ~~that~~dissenters werights ~~institute~~and apostponing ~~lawsuit~~the ondate ~~behalf~~of the special meeting of Kenexa’s shareholder to ~~assert~~adopt the ~~claims~~Merger ~~that~~Agreement ~~our~~(the ~~directors~~“Merger ~~failed~~Agreement toAmendment”). ~~comply~~The ~~with~~special ~~their~~meeting ~~fiduciary~~of ~~duties~~Kenexa’s inshareholders ~~connection~~originally ~~with~~scheduled ~~the~~for ~~Merger~~November 29, ~~(the~~2012 ~~“Demand~~will ~~Letter”)~~be held on December 3, 2012.

~~Kenexa’s~~Other ~~board~~than ofas ~~directors~~provided ~~formed~~in athe ~~special~~Merger ~~committee~~Agreement ~~to review~~Amendment, ~~with~~the ~~independent~~Merger ~~counsel~~Agreement, ~~the~~as ~~claims~~filed inwith the ~~Demand~~Securities ~~Letter~~and ~~(the~~Exchange Commission (“~~Committee~~SEC”). Onon ~~October~~August 27, ~~31,~~ 2012, ~~prior~~as toExhibit ~~the~~2.1 ~~Committee~~to ~~making~~Kenexa’s ~~any~~Current ~~conclusions~~Report ~~regarding~~on ~~the~~Form ~~allegations in the Demand Letter~~8-K, ~~the~~remains ~~alleged~~in ~~shareholder~~full ~~filed~~force ~~derivative action~~ and aeffect ~~purported~~as ~~class~~originally ~~action~~executed ~~complaint~~on ~~in the Court of Common Pleas of Chester County~~August 25, ~~Pennsylvania, naming Kenexa, the members of our board of directors, IBM, and Sub as defendants (the “Complaint”)~~2012. The ~~Complaint~~foregoing ~~essentially~~description ~~repeats~~of the ~~claims~~Merger inAgreement Amendment ~~the Demand Letter~~ and ~~generally~~ ~~alleges that, in connection with approving~~ the ~~Merger,~~transactions ~~our~~contemplated ~~directors~~thereby ~~breached~~does ~~their~~not ~~fiduciary~~purport ~~duties owed~~ to ~~Kenexa,~~be complete and ~~that~~is ~~IBM~~qualified ~~knowingly acted~~ in ~~concert~~its ~~with~~entirety ~~our~~by ~~directors~~reference into ~~their~~the ~~breaches~~Merger ofAgreement ~~their fiduciary duties. The Complaint seeks~~Amendment, ~~among other things, certification of the case as~~ a ~~class~~copy ~~action, an injunction against the consummation~~ of ~~the~~which ~~transaction,~~is afiled ~~judgment~~as ~~against~~Exhibit ~~the~~2.1 ~~defendants~~hereto ~~for damages,~~ and anis ~~award~~incorporated ofherein ~~fees, expenses and costs to plaintiffs and their~~by ~~attorneys~~reference.

~~Since~~Kenexa ~~the~~has ~~filing~~filed ofa ~~the~~proxy ~~Complaint,~~supplement ~~the~~advising ~~Committee~~shareholders ~~concluded~~of ~~its~~the ~~review~~details ~~and investigation~~ of the ~~Demand~~MOU, ~~Letter~~the ~~and~~Merger ~~also~~Agreement ~~reviewed~~Amendment and ~~investigated~~ the postponement ~~Complaint~~of ~~and~~the ~~has~~special ~~adopted~~meeting. aOn ~~report~~November 23, ~~that~~2012, ~~concludes~~Kenexa ~~that~~issued ~~there~~a ispress norelease ~~evidence~~regarding ~~to support~~ the ~~allegations~~MOU, ~~against~~ the ~~board~~Merger ~~members~~Agreement ~~made~~Amendment ~~by the alleged shareholder in either the Demand Letter or the Complaint~~ and ~~that pursuing~~ the ~~claims~~ ~~would~~postponement ~~not be in the best interest~~ of the ~~Company~~special ~~or its shareholders~~meeting. ~~The~~A ~~Company~~copy ~~and~~of ~~the~~such ~~directors~~press ~~intend~~release tois ~~vigorously~~filed ~~defend~~as ~~the~~Exhibit ~~allegations~~99.1 ~~contained~~hereto and inis ~~the~~incorporated ~~Complaint~~by reference.

~~This~~Item ~~disclosure of the Complaint and the associated lawsuit should be read in conjunction with the Proxy Statement, which should be read in its entirety~~9.01 Exhibits.


Exhibit No.		Description

2.1		Amendment, dated November 21, 2012, to the Agreement and Plan of Merger, dated as of August 25, 2012, by and among International Business Machines Corporation, Jasmine Acquisition Corp. and Kenexa Corporation.

99.1		Press release dated November 23, 2012.

SIGNATURE

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.

EXHIBIT INDEX


Exhibit No.		Description

2.1		Amendment, dated November 21, 2012, to the Agreement and Plan of Merger, dated as of August 25, 2012, by and among International Business Machines Corporation, Jasmine Acquisition Corp. and Kenexa Corporation.

99.1		Press release dated November 23, 2012.

Kenexa Corporation

November 6, 2012

November 23, 2012

/s/ Donald F. Volk

Donald F. Volk

Chief Financial Officer

Filing Compare · KENEXA CORP