8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 4, 2012

CSP Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts	000-10843	04-2441294
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
43 Manning Road Billerica, Massachusetts		01821-3901
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (978) 663-7598

N/A

(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:

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.

(c)Appointment of Permanent President and CEO

(d)Appointment of New Director and New Chairman of the Board

On September 4, 2012, the Company's Board of Directors met and appointed Victor Dellovo as permanent President and Chief Executive Officer of CSP Inc. Previously, on August 20, 2012, Mr. Dellovo had been appointed Interim President and CEO following the sudden death of Alexander Lupinetti, the Company's former Chairman, President and CEO.

On September 4, 2012, Mr. Dellovo was also appointed to the Board of Directors to fill the vacancy created by Mr. Lupinetti's death.

Mr. Dellovo joined the Company in 2003 as the president of the U.S. Modcomp Systems and Solutions division following the acquisition of Technisource Hardware Inc., a company he co-founded in 1997. He was promoted to president of U.S. Operations in October 2005, and in October 2010 became President of Modcomp Worldwide Operations. Mr. Dellovo received a Bachelor of Science in Electrical Engineering degree from University of Massachusetts - Lowell.

There are no family relationships between Mr. Dellovo and any director or officer of the Company, or any person chosen by the Company to become a director or executive officer. There are no related party transactions of the kind described in Item 404(a) or Regulation S-K in which Mr. Dellovo was a participant. There is no material plan, contract or arrangement for Mr. Dellovo of the type described in Item5.01(c)(3) of Form 8-K.

Also on September 4, 2012, the Board of Directors appointed Mr. C. Shelton James as its Chairman. Mr. James has served as a director since 1994. He also currently serves as Principal of Shelton James Associates, a business consulting firm. He has formerly served as a Director of Fundamental Management Corporation; Director and CEO of Cyberguard Corporation; Director and Chief Executive Officer of Technisource, Inc.; Director of DRS Technologies; Chief Executive Officer and Chairman of Elcotel; and is a Director of Concurrent Computer Corporation.

(e) Compensation Change for President and CEO

Mr. Dellovo's annual salary as President and CEO will be $350,000. He will also participate in a variable performance-based compensation plan for fiscal year 2013 pursuant to which he will be eligible to receive additional compensation in an amount up to 50% of his salary, and he continues to be eligible to participate in Company plans providing for equity-based awards.

Item 7.01.Regulation FD Disclosure.

On September 4, 2012, the Company issued a press release announcing the appointment of Mr. Dellovo as permanent President and CEO and a director, and the appointment of Mr. James as Chairman of the Board. A copy of the press release is filed as Exhibit 99 to this Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(d)The following exhibit is furnished (not filed) with this Report.

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99.1News release of CSP Inc. dated September 4, 2012 announcing the appointments of Mr. Dellovo and Mr. James.

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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.

	CSP, INC.
Date: September 7, 2012	By:	/s/ Gary W. Levine
	Name:	Gary W. Levine
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Contact:Gary Levine

Chief Financial Officer

CSP Inc.

Tel: 978.663.7598 ext. 1200

Fax: 978.663.0150

CSP Inc. Announces Board Approval of CEO Succession Plan

Victor Dellovo Appointed Permanent President & CEO;

Shelton James Becomes Chairman

BILLERICA, MA, September 4, 2012 - CSP Inc. (NASDAQ: CSPI), a provider of IT solutions, systems integration services and dense cluster computing systems, today announced its Board of Directors has approved a succession plan for former Chairman, President and Chief Executive Officer Alexander R. Lupinetti, who passed away suddenly late last month. Victor Dellovo, 43, who was appointed Interim President and CEO on August 20, 2012, will assume those roles on a permanent basis and he was also appointed as a member of the Board of Directors. C. Shelton (Shelly) James, 72, a Director of CSPI since 1994, has been appointed Chairman of the Board of Directors.

“Victor was our clear choice as CEO, and as the longest tenured member of our board, Shelly was an equally clear choice to assume the responsibilities of Chairman,” said CSP Director Chris Hall. “Both Victor and Shelly possess a deeply-rooted understanding and appreciation of CSP's history, and we believe their combined experience, vision and proven leadership talents create a new governance structure that complements and supports the Company's strategic and operational initiatives.”

“The organizational leadership Victor demonstrated at Modcomp was as impressive as the financial performance he delivered,” James commented. “His performance has long been lauded by the board and we have complete confidence in his ability to succeed Alex as CSP's new CEO.”

“During his tenure, Alex transformed CSP into a much larger company with significantly greater sales and the potential for accelerated profitable growth,” said Dellovo. “I am honored to continue his legacy, and I look forward to working with the CSP team to capitalize on our market opportunities.”

Victor Dellovo had served as President of Worldwide Operations of CSP's Modcomp subsidiary since September 2010. At Modcomp, he drove the transition of the Service and Systems Integration segment's strategy to higher-margin consulting as well as solutions and managed services. He also was responsible for spearheading the Company's successful acquisition of Florida-based R2 Technology Inc. He joined Modcomp as president of the Systems and Solutions segment in 2003 following the acquisition of Technisource Hardware Inc., a company he co-founded in 1997. Mr. Dellovo received a Bachelor of Science degree in Electrical Engineering from the University of Massachusetts-Lowell.

C. Shelton James has served on CSP's Board of Directors since 1994. He also currently serves as Principal of Shelton James Associates, a business consulting firm. He has formerly served as a Director of Fundamental Management Corporation; Director and CEO of Cyberguard Corporation; Director and Chief Executive Officer of Technisource, Inc.; Director of DRS Technologies; Chief Executive Officer and Chairman of Elcotel; and is a Director of Concurrent Computer Corporation.

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The Company also announced that Peter Kaufman, will be promoted to Vice President of Operations at Modcomp Inc. He will assume the day to day operational responsibilities for the U.S. operation.

Mr. Dellovo will continue to oversee the world wide operation of Modcomp. Mr. Kaufman joined Modcomp following the acquisition of Technisource Hardware Inc. in 2003.

About CSP Inc.

Based in Billerica, Massachusetts and founded in 1968, CSP Inc. and its subsidiaries develop and market IT integration solutions and high-performance computer systems to meet the diverse requirements of our industrial, commercial, and defense customers worldwide.

CSP's Systems segment includes the MultiComputer Division, which designs and manufactures commercial high-performance computer signal processing systems for a variety of complex real time applications in defense and commercial markets.  The Company's Modcomp Inc. subsidiary, also part of its Service and Systems Integration segment was founded in 1970, and has offices in the U.S., U.K. and Germany. Modcomp provides solutions and services for complex IT environments including storage and servers, unified communications solutions, IT security solutions and consulting services. More information about CSP is available on the company's website at www.cspi.com. 

To learn more about Modcomp, Inc., consult www.modcomp.com.

Safe Harbor

The Company wishes to take advantage of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking under the Act. Such forward-looking statements may include, but are not limited to, the timing of Victor Dellovo's appointment as CEO of CSP Inc, and his success in that role. The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include general economic conditions, market factors, competitive factors and pricing pressures, and others described in the Company's filings with the SEC. Please refer to the section on forward-looking statements included in the Company's filings with the Securities and Exchange Commission.

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