0000921895-12-000219.txt : 20120127 0000921895-12-000219.hdr.sgml : 20120127 20120127164850 ACCESSION NUMBER: 0000921895-12-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120127 DATE AS OF CHANGE: 20120127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 12552374 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 SC 13D/A 1 sc13da307911005_01252012.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da307911005_01252012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

The Management Network Group, Inc.
(Name of Issuer)

Common Stock, $0.005 par value
(Title of Class of Securities)

561693201
(CUSIP Number)
 
Norman H. Pessin
366 Madison Avenue, 14th Floor
New York, NY 10017
(212) 661-2670
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 25, 2012
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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).
 
 
 
 
CUSIP NO. 561693201
 
1
NAME OF REPORTING PERSON
 
NORMAN H. PESSIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
240,302
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
240,302
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
240,302
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4%
14
TYPE OF REPORTING PERSON
 
IN

 
2
 
CUSIP NO. 561693201
 
1
NAME OF REPORTING PERSON
 
SANDRA F. PESSIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
176,451
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
176,451
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
176,451
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
IN

 
3
 
CUSIP NO. 561693201
 
1
NAME OF REPORTING PERSON
 
MHW PARTNERS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
147,213
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
147,213
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
147,213
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 561693201
 
1
NAME OF REPORTING PERSON
 
MHW CAPITAL, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
147,213
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
147,213
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
147,213
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 561693201
 
1
NAME OF REPORTING PERSON
 
MHW CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
147,213
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
147,213
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
147,213
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 561693201
 
1
NAME OF REPORTING PERSON
 
PETER H. WOODWARD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
147,213
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
147,213
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
147,213
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 561693201
 
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
In connection with the Settlement Agreement defined and described in Item 4 below, the Issuer has appointed Peter H. Woodward to the Board of Directors of the Issuer (the “Board”).  Accordingly, MHW Partners, MHW Capital, MHW Management and Mr. Woodward are no longer members of a Section 13(d) group with Norman H. Pessin and Sandra F. Pessin and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 3.  Mr. and Mrs. Pessin will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On January 25, 2012, the Reporting Persons and the Issuer entered into a Settlement Agreement (the “Settlement Agreement”) relating to Norman H. Pessin’s nomination of Peter H. Woodward for election as a director of the Issuer at the Issuer’s 2012 annual meeting of stockholders (the “2012 Annual Meeting”).  The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Under the terms of the Settlement Agreement, the Issuer agreed, among other things, to amend the Bylaws of the Issuer to increase the size of the Board from six (6) members to seven (7) members and to appoint Mr. Woodward to fill the newly created director position as a Class II director whose term of office expires at the Issuer’s 2013 annual meeting of stockholders.
 
Under the terms of the Settlement Agreement, the Reporting Persons withdrew the nomination of Mr. Woodward for election at the 2012 Annual Meeting.  The Reporting Persons further agreed, among other things, that they will not, and they will cause each of their Affiliates and Associates (as such terms are defined in the Settlement Agreement) not to, directly or indirectly, alone or in concert with others, take any of the following actions (other than actions taken by Mr. Woodward as a director of the Issuer) with respect to the 2012 Annual Meeting: (a) propose any matter (including any nominee for director) for submission to a vote of stockholders of the Issuer; (b) engage in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) with respect to the Issuer or any action resulting in such person or entity becoming a “participant” in any “election contest” (as such terms are used in the proxy rules of the SEC) with respect to the Issuer; (c) grant any proxy with respect to the Shares to any person or entity not designated by the Issuer; (d) subject any Shares to any arrangement, agreement or understanding with respect to the voting of such stock or other agreement having similar effect or (e) vote for any nominee for director other than the Issuer nominees.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On January 27, 2012, Norman H. Pessin and Sandra F. Pessin entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.  The Reporting Persons have terminated the Joint Filing and Solicitation Agreement dated December 9, 2011.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Settlement Agreement, dated January 25, 2012, by and among The Management Network Group, Inc., Norman H. Pessin, Sandra F. Pessin, MHW Partners, L.P., MHW Capital, LLC, MHW Capital Management, LLC and Peter H. Woodward.
 
 
99.2
Joint Filing Agreement, dated January 27, 2012, by and between Norman H. Pessin and Sandra F. Pessin.
 
 
8
 
CUSIP NO. 561693201
 
SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: January 27, 2012
 
 
/s/ Norman H. Pessin
 
Norman H. Pessin

 
 
/s/ Sandra F. Pessin
 
Sandra F. Pessin

 
 
MHW Partners, L.P.
   
 
By:
MHW Capital, LLC
General Partner
   
 
By:
/s/ Peter H. Woodward
   
Name:
Peter H. Woodward
   
Title:
Managing Member

 
 
MHW Capital, LLC
   
 
By:
/s/ Peter H. Woodward
   
Name:
Peter H. Woodward
   
Title:
Managing Member

 
 
MHW Capital Management, LLC
   
 
By:
/s/ Peter H. Woodward
   
Name:
Peter H. Woodward
   
Title:
Principal

 
 
/s/ Peter H. Woodward
 
Peter H. Woodward

 
9
 
 
 EX-99.1 2 ex991to13da307911005_0125201.htm SETTLEMENT AGREEMENT ex991to13da307911005_0125201.htm
Exhibit 99.1
 
SETTLEMENT AGREEMENT
 
THIS SETTLEMENT AGREEMENT (the “Agreement”) dated as of January 25, 2012 by and among The Management Network Group, Inc., a Delaware corporation (the “Company”), and Norman H. Pessin, Sandra F. Pessin, MHW Partners, L.P., a Delaware limited partnership, MHW Capital, LLC, a Delaware limited liability company, MHW Capital Management, LLC, a Delaware limited liability company, and Peter H. Woodward (“Woodward”) (collectively, the “MHW Group”).
 
W I T N E S S E T H:
 
A.           On December 9, 2011, the Company received from the members of the MHW Group a notice of the nomination of Woodward as a nominee for director of the Company at the Company’s 2012 annual meeting of stockholders (“2012 Annual Meeting”).
 
B.           The Company and the members of the MHW Group (each a “Party”) desire to enter into this Agreement, which (i) grants to the MHW Group representation on the Board of Directors and (ii) provides for certain limitations on the members of the MHW Group and their Affiliates and Associates (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) with the respect to the 2012 Annual Meeting.
 
NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound, hereby agrees as follows:
 
ARTICLE I
 
COVENANTS AND OTHER LIMITATIONS
 
Section 1.1 Appointment of Director.  Within two (2) business days after execution and delivery of this Agreement, the Board of Directors of the Company will amend the Bylaws of the Company to increase the size of the Board of Directors of the Company to seven (7) members and will appoint Woodward to fill the newly created director position as a Class II director whose term of office expires at the Company’s 2013 annual meeting of stockholders.
 
Section 1.2 Withdrawal of Nomination.  The members of the MHW Group, by execution of this Agreement, hereby withdraw the nomination of Woodward for election to the Board of Directors of the Company at the 2012 Annual Meeting.  Within two (2) business days of the date of this Agreement, the members of the MHW Group will file, or cause to be filed on their behalf, with the Securities and Exchange Commission (“SEC”) an amendment to their Schedule 13D with respect to the Company disclosing the material contents of this Agreement.
 
Section 1.3 Prohibited Actions. In addition to the foregoing, the members of the MHW Group agree that they will not, and they will cause each of their Affiliates and Associates not to, directly or indirectly, alone or in concert with others, take any of the following actions (other than actions taken by Woodward as a director of the Company) with respect to the 2012 Annual Meeting: (a) propose any matter (including any nominee for director) for submission to a vote of stockholders of the Company; (b) engage in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) with respect to the Company or any action resulting in such person or entity becoming a “participant” in any “election contest” (as such terms are used in the proxy rules of the SEC) with respect to the Company; (c) grant any proxy with respect to Company common stock to any person or entity not designated by the Company; (d) subject any shares of Company common stock to any arrangement, agreement or understanding with respect to the voting of such stock or other agreement having similar effect or (e) vote for any nominee for director other than the Company nominees.
 
 
 
 
 
Section 1.4 Press Releases, Etc.. Each Party may issue press releases and make other public filings and communications to the financial community and to its investors in the ordinary course relating to the matters covered by this Agreement.
 
Section 1.5 Termination. The provisions of Article I of this Agreement will terminate at the conclusion of the 2012 Annual Meeting.  The provisions of this Agreement may also be terminated by the non-breaching Party in the event of a material breach by any Party of any of the terms of this Agreement.  Any termination of this Agreement as provided herein will be without prejudice to the rights of any Party arising out of the breach by any other Party of any provision of this Agreement.
 
ARTICLE II
 
MISCELLANEOUS
 
Section 2.1 Notices.  All notices, requests and other communications to any Party hereunder will be in writing (including prepaid overnight courier, facsimile transmission or similar writing) and will be given to such Party at its address or facsimile number set forth in this Section 2.1 or at such other address or facsimile number as such Party may hereafter specify in writing.  Each such notice, request or other communication will be effective (a) if given by facsimile, when transmitted to the facsimile number specified in this Section 2.1 and confirmation of receipt is received by the sender, (b) if given by mail, upon the earlier of actual receipt or three (3) business days after deposit in the United States Mail, registered or certified mail, return receipt requested, properly addressed and with proper postage prepaid, (c) one (1) business day after deposit with an internationally reputable overnight courier properly addressed and with all charges prepaid or (d) when received, if by any other means.
 
 
The Company:
The Management Network Group, Inc.
 
7300 College Boulevard, Suite 302
 
Overland Park, Kansas 66210
 
Attn:  Thurston K. Cromwell, Esq.
 
Telecopy No.:  (913) 451-3066
 
 
with a copy to:
Stinson Morrison Hecker, LLP
 
1201 Walnut, Suite 2800
 
Kansas City, Missouri  64106
 
Attn:  John A. Granda, Esq.
 
Telecopy No.:  (816) 691-3495
 
 
MHW Group:
MHW Partners, L.P.
 
366 Madison Avenue, 14th Floor
 
New York, New York  10017
 
Attn:  Peter H. Woodward
 
 
 
 
 
 
with a copy to:
Olshan Grundman Frome
 
Rosenzweig & Wolosky LLP
 
Park Avenue Tower
 
65 East 55th Street
 
New York, New York  10022
 
Attn:  Steven Wolosky, Esq.
 
Telecopy No.:  (212) 451-2222
 
The Parties will promptly notify each other in the manner provided in this Section 2.1 of any change in their respective addresses.  A notice of change of address will not be deemed to have been given until received by the addressee.  Communications by telecopier also will be sent concurrently by mail, but will in any event be effective as stated above.
 
Section 2.2 Assignment.  No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each of the other Parties.
 
Section 2.3 Entire Agreement.  This Agreement embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein.  This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter.
 
Section 2.4 Waiver, Amendment, etc.  This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof will be effective, unless set forth in a writing signed by, and delivered to, all the Parties.  No failure or delay of any Party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
 
Section 2.5 Binding Agreement; No Third Party Beneficiaries.  This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.  Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof.
 
Section 2.6 Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws of the state of Delaware, without regard to conflicts of laws principles.
 
Section 2.7 Severability.  The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.  To the extent permitted by applicable law, each Party waives any provision of applicable law that renders any provision hereof prohibited or unenforceable in any respect.  If any provision of this Agreement is held to be unenforceable for any reason, it will be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible.
 
 
 
 
 
Section 2.8 Counterparts.  This Agreement may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement.
 
Section 2.9 Remedies.  Each of the Parties acknowledges and agrees that each Party would suffer irreparable damage in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached and that such damage may not be compensable in money damages.  It is accordingly agreed that, in the event of a breach, violation or threatened breach or violation of the terms this Agreement by any of the Parties, each of the other Parties will be entitled to seek specific enforcement of, and injunctive relief to prevent any breach, violation or further breach or violation of, the terms hereof, in addition to any other remedy or relief available at law or in equity.  In the event an action seeking injunctive relief hereunder, no Party will be required to post a bond.
 
[signature page follows]
 
 
 
 
 
IN WITNESS WHEREOF, the Company and the MHW Group have executed or caused their respective duly authorized officers to execute this Agreement as of the day and year first above written.
 
 
THE COMPANY:
     
 
THE MANAGEMENT NETWORK GROUP, INC.
     
     
 
By:
/s/ Donald Klumb
   
Name: Donald Klumb
   
Title: President and Chief Executive Officer
     
 
MHW GROUP:
   
 
/s/ Norman H. Pessin
 
Norman H. Pessin
   
 
/s/ Sandra F. Pessin
 
Sandra F. Pessin
   
 
MHW Partners, L.P.
     
 
By:
MHW Capital, LLC
   
General Partner
     
   
By:
/s/ Peter H. Woodward
     
Name: Peter H. Woodward
     
Title: Managing Member
     
     
 
MHW Capital, LLC
     
 
By:
/s/ Peter H. Woodward
   
Name: Peter H. Woodward
   
Title: Managing Member
     
     
 
MHW Capital Management, LLC
     
 
By:
/s/ Peter H. Woodward
   
Name: Peter H. Woodward
   
Title: Principal
     
     
 
/s/ Peter H. Woodward
 
Peter H. Woodward

 
 EX-99.2 3 ex992to13da307911005_0125201.htm JOINT FILING AGREEMENT ex992to13da307911005_0125201.htm
Exhibit 99.2
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated January 27, 2012 (including amendments thereto) with respect to the Common Stock of The Management Network Group, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.  The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such Statement, and for the completeness and accuracy of the information concerning him or her contained in such Statement and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or she knows or has reason to believe that such information is inaccurate.
 

Dated:  January 27, 2012
  
 
/s/ Norman H. Pessin
 
NORMAN H. PESSIN

 
/s/ Sandra F. Pessin
 
SANDRA F. PESSIN