-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jx7X0TvhkcgJc7kTWfj2NqBCqX5nmilwLdjp4pjPuWqBiryxvkNGdpmB2CwMS3sv LWys23U0BuTV8iXYLkwx7w== 0000897069-09-000630.txt : 20090302 0000897069-09-000630.hdr.sgml : 20090302 20090302151022 ACCESSION NUMBER: 0000897069-09-000630 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090302 DATE AS OF CHANGE: 20090302 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT NETWORK GROUP INC CENTRAL INDEX KEY: 0001094814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 481129619 FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 09647086 BUSINESS ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9133459315 MAIL ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRITT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001279342 IRS NUMBER: 363538658 STATE OF INCORPORATION: IL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 SOUTH WACKER DRIVE STREET 2: SUITE 2880 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126691650 MAIL ADDRESS: STREET 1: 300 SOUTH WACKER DRIVE STREET 2: SUITE 2880 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 cmw3989.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

THE MANAGMENT NETWORK GROUP, INC.
(Name of Issuer)

Common Stock

(Title of Class of Securities)

561693102

(CUSIP Number)

January 20, 2009

(Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  [X] Rule 13d-1(b)
 
[   ]

Rule 13d-1(c)
 
[   ]

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))
Page 1 of 8 Pages




CUSIP No. 561693102






1




NAMES OF REPORTING PERSONS
 

Perritt Capital Management, Inc.

2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable

(a)   [  ]
(b)   [  ]

3


SEC USE ONLY


4


CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois



NUMBER OF

SHARES
5



SOLE VOTING POWER

95,000

BENEFICIALLY

OWNED
6



SHARED VOTING POWER

1,627,200

BY EACH

REPORTING
7



SOLE DISPOSITIVE POWER

95,000

PERSON WITH:

8


SHARED DISPOSITIVE POWER

1,627,200



9



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,722,200

10  



CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable

[  ]
11  



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.95% (1)

12  



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA


(1) The percent ownership calculated is based upon an aggregate of 34,765,124 shares outstanding as of November 7, 2008.

Page 2 of 8 Pages




CUSIP No. 561693102






1




NAMES OF REPORTING PERSONS
 

Perritt MicroCap Opportunities Fund, Inc.

2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable

(a)   [  ]
(b)   [  ]

3


SEC USE ONLY


4


CITIZENSHIP OR PLACE OF ORGANIZATION

Maryland



NUMBER OF

SHARES
5



SOLE VOTING POWER

-0-

BENEFICIALLY

OWNED
6



SHARED VOTING POWER

1,316,200

BY EACH

REPORTING
7



SOLE DISPOSITIVE POWER

-0-

PERSON WITH:

8


SHARED DISPOSITIVE POWER

1,316,200



9



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,316,200

10  



CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable

[  ]
11  



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8% (1)

12  



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IV


(1) The percent ownership calculated is based upon an aggregate of 34,765,124 shares outstanding as of November 7, 2008.

Page 3 of 8 Pages




CUSIP No. 561693102






1




NAMES OF REPORTING PERSONS
 

Perritt Funds, Inc.

2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable

(a)   [  ]
(b)   [  ]

3


SEC USE ONLY


4


CITIZENSHIP OR PLACE OF ORGANIZATION

Maryland



NUMBER OF

SHARES
5



SOLE VOTING POWER

-0-

BENEFICIALLY

OWNED
6



SHARED VOTING POWER

311,000

BY EACH

REPORTING
7



SOLE DISPOSITIVE POWER

-0-

PERSON WITH:

8


SHARED DISPOSITIVE POWER

311,000



9



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

311,000

10  



CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable

[  ]
11  



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.9% (1)

12  



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IV


(1) The percent ownership calculated is based upon an aggregate of 34,765,124 shares outstanding as of November 7, 2008.

Page 4 of 8 Pages




CUSIP No. 561693102

Item 1(a). Name of Issuer:

  The Management Network Group, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

  7300 College Boulevard, Suite 302
Overland Parks, KS 66210

Item 2(a). Name of Person Filing:

  The persons filing this Schedule 13G are (i) Perritt Capital Management, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940; (ii) Perritt MicroCap Opportunities Fund, Inc., an investment company registered under the Investment Company Act of 1940; and (iii) Perritt Funds, Inc., an investment company registered under the Investment Company Act of 1940. Perritt Capital Management, Inc. is the investment adviser to Perritt MicroCap Opportunities Fund, Inc. and its sole series, Perritt MicroCap Opportunities Fund, and to Perritt Funds, Inc. and its sole series, Perritt Emerging Opportunities Fund.

Item 2(b). Address of Principal Business Office or, if none, Residence:

  300 South Wacker Drive, Suite 2880
Chicago, IL 60606

Item 2(c). Citizenship:

  Perritt Capital Management, Inc. is an Illinois corporation.
Perritt MicroCap Opportunities Fund, Inc. is a Maryland corporation.
Perritt Funds, Inc. is a Maryland corporation.

Item 2(d). Title of Class of Securities:

  Common Stock

Item 2(e). CUSIP Number:

  561693102

Page 5 of 9 Pages




CUSIP No. 561693102

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  |X| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8).

  |X| An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

Item 4. Ownership

  Perritt Capital Management, Inc.
  (a) Amount Beneficially Owned:  1,722,200
  (b) Percent of Class:  4.95%
  (c) Number of shares as to which such person has:
  (i) sole power to vote or to direct the vote:  95,000
  (ii) shared power to vote or to direct the vote:  1,627,200
  (iii) sole power to dispose or to direct the disposition of:  95,000
  (iv) shared power to dispose or to direct the disposition of: 1,627,200

  Perritt MicroCap Opportunities Fund, Inc.
  (a) Amount Beneficially Owned:  1,316,200
  (b) Percent of Class:  3.8%
  (c) Number of shares as to which such person has:
  (i) sole power to vote or to direct the vote:  -0-
  (ii) shared power to vote or to direct the vote:  1,316,200
  (iii) sole power to dispose or to direct the disposition of:  -0-
  (iv) shared power to dispose or to direct the disposition of:  1,316,200

  Perritt Funds, Inc.
  (a) Amount Beneficially Owned:  311,000
  (b) Percent of Class:  0.9%
  (c) Number of shares as to which such person has:
  (i) sole power to vote or to direct the vote:  -0-
  (ii) shared power to vote or to direct the vote:  311,000
  (iii) sole power to dispose or to direct the disposition of:  -0-
  (iv) shared power to dispose or to direct the disposition of:  311,000

Page 6 of 8 Pages




CUSIP No. 561693102

Item 5. Ownership of Five Percent or Less of a Class.

  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: |X|

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

  N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

  N/A

Item 8. Identification and Classification of Members of the Group.

  N/A

Item 9. Notice of Dissolution of Group.

  N/A

Item 10. Certification.

        By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits.

        1.        Agreement to file Schedule 13G jointly (previously filed as Exhibit 1 to the reporting parties' Schedule 13G filed January 27, 2009).






Page 7 of 8 Pages




CUSIP No. 561693102

SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 23, 2009

PERRITT CAPITAL MANAGEMENT, INC.


 
By:  /s/ Michael J. Corbett
        Michael J. Corbett, Vice President


 
PERRITT MICROCAP OPPORTUNITIES FUND, INC.


 
By:  /s/ Michael J. Corbett
        Michael J. Corbett, President


 
PERRITT FUNDS, INC.


 
By:  /s/ Michael J. Corbett
        Michael J. Corbett, President




Page 8 of 8 Pages



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