Item 2.02 6-30-12 Results of Operations and Financial Condition 3-31-12 (1)

                                                   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): August 7, 2012

                                                         CSP Incorporated
                                       (Exact name of the registrant as specified in its charter)
                                                     
Massachusetts
(State or other jurisdiction of incorporation)


                             000-10843                                   04-2441294
(Commission File Number) (IRS Employer Identification No.)
                           


                      43 Manning Road, Billerica, Massachusetts              01821-3901
                      (Address of principal executive offices)                   (Zip Code)


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

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:

□ 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 2.02   Results of Operations and Financial Condition.

On August 7, 2012, CSP Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2012 which ended as of June 30, 2012. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. The information in this Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01   Financial Statements and Exhibits.

(c)    Exhibits
99.1    Press Release Dated August 7, 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.

CSP INC.
                    

Date: August 7, 2012                By: /s/Gary W. Levine
Gary W. Levine
Vice President Finance and
Chief Financial Officer