UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

Date of Report (Date of earliest event reported): May 9, 2008

Netezza Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33445		04-3527320
(State or Other Juris- diction of Incorporation		(Commission File Number)		(IRS Employer Identification No.)

26 Forest Street Marlborough, MA		01752
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) 382-8200

(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))

 

 

Explanatory Note

On May 15, 2008, Netezza Corporation (the “Registrant”) filed a Current Report on Form 8-K (the “Original Report”) to report the completion of its acquisition of NuTech Solutions, Inc. (“NuTech”). At that time, the Registrant stated in the Original Report that it intended to file the required financial statements and pro forma financial information within 71 days from the date that such report was required to be filed. By this Amendment No. 1 to the Original Report, the Registrant is amending and restating Item 9.01 thereof to include the required financial statements and pro forma financial information.

Item 9.01. Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired.

(1)

The historical audited financial statements of NuTech, including NuTech’s consolidated balance sheets as of December 31, 2006 and 2007 and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the periods presented are being filed as Exhibit 99.1 to this Form 8-K/A.

(2)

The unaudited historical financial statements of NuTech, including NuTech's consolidated balance sheet as of March 31, 2008 and the consolidated statements of operations and cash flows for the three months ended March 31, 2007 and 2008 are being filed as Exhibit 99.2 to this Form 8-K/A.

(b)

Pro Forma Financial Information

(1)

The unaudited pro forma condensed consolidated financial statements of Netezza Corporation, giving effect to the acquisition of NuTech, is included within Exhibit 99.3 to this Form 8-K/A.

(c)

Shell Company Transactions

Not applicable

(d)

Exhibits

See Exhibit Index attached hereto.

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*		Agreement and Plan of Merger, dated as of April 24, 2008, by and among Netezza Corporation, Netezza Holding Corp. and NuTech Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 15, 2008).
23.1		Consent of Independent Accountants.
99.1		Audited Financial Statements of NuTech Solutions, Inc, dated December 31, 2006 and 2007.
99.2		Unaudited Financial Statements of NuTech Solutions, Inc. dated March 31, 2007 and 2008.
99.3		Unaudited Pro Forma Condensed Consolidated Financial Statements of Netezza Corporation.