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:  December 22, 2008
(Date of earliest event reported)

NDS Group plc
(Exact name of registrant as specified in its charter)

England and Wales
000-30364
Not applicable
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)

One Heathrow Boulevard, 286 Bath Road, West Drayton,
 
Middlesex, United Kingdom
UB7 0DQ
(Address or principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:   +44 20 8476 8000

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

¨            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 Events

On December 22, 2008, NDS Group plc (the “Company”) issued a press release announcing that the European Commission has cleared the proposed sale of the Company to News Corporation and two subsidiaries of funds advised by Permira Advisers LLP. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

 
Item 9.01                        Financial Statements and Exhibits
 
 
Exhibit
 
 
Number
Description
     
 
99.1
Press release issued by NDS Group plc, dated December 22, 2008
 
 
2
 
 
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.


Date:  December 22, 2008
NDS Group plc
     
     
 
By:
/s/ Alexander Gersh
   
Alexander Gersh
   
Chief Financial Officer

Exhibit Index:

Exhibit Number
 
Description
     
99.1
 
Press release issued by NDS Group plc, dated December 22, 2008

 
3
 
 
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