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):  December 21, 2011 (December 15, 2011)

NETWORK ENGINES, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code:  (781) 332-1000

(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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2011, the Compensation Committee of the Board of Directors of Network Engines, Inc. (“NEI” or the “Company”) approved grants of stock options and restricted stock to the following executive officers under its 2009 Incentive Plan set forth opposite their respective names below.  Each option grant has an exercise price equal to $0.98 per share, which is equal to the closing price of the common stock of NEI on the NASDAQ Global Market on the date of grant.  Each option grant was evidenced by an option agreement substantially in the form of the “Form of Incentive Stock Option Agreement” or the “Form of Non-statutory Stock Option Agreement”, which were filed as Exhibit 10.35 and Exhibit 10.36, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and are incorporated by reference herein, except that the vesting of each option grant shall be as follows: The options vest at a rate equal to 6.25% of the shares underlying each option grant at the end of each successive full three-month period following the grant date until the fourth anniversary of the grant date. Each restricted stock grant was evidenced by a restricted stock agreement substantially in the form of the “Form of Restricted Stock Agreement”, which will be subsequently filed. The restricted stock awards vest at a rate equal to 25% of the shares underlying each grant at the end of each annual period following the grant date until the fourth anniversary of the grant date.

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Signature(s)

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.

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