0001140361-11-033817.txt : 20110622 0001140361-11-033817.hdr.sgml : 20110622 20110622144427 ACCESSION NUMBER: 0001140361-11-033817 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110622 DATE AS OF CHANGE: 20110622 GROUP MEMBERS: SANDRA F. PESSIN 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: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 11925452 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 formsc13da.htm THE MANAGEMENT NETWORK GROUP, INC. SC 13D/A 6/22/2011 formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

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

The Management Network Group, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
 
561693102
Cusip Number
 
Norman H. Pessin
366 Madison Avenue, 14th Floor
New York, NY  10017
212-661-2670
 
 Steven Wolosky, Esq.  
 Olshan, Grundman, Frome, Rosenzweig, & Wolosky, LLP
 Park Avenue Tower
 65 East 55th Street
New York, NY  10022
 212-451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 22, 2011
(Date of Event which Requires Filing
of this Statement)


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

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

*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 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).
 
 
 
 
 
PAGE 2
CUSIP No. 561693102
Schedule 13D

1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SEP IRA FBO Norman H. Pessin XXX-XX-XXXX
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  þ
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
7
SOLE VOTING POWER
     
   
265,100
BENEFICALLY
    
OWNED BY EACH
8
SHARED VOTING POWER
     
REPORTING
    
PERSON WITH
9
SOLE DISPOSITIVE POWER
     
   
265,100
 
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
265,100
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1) 3.7%
   
14
TYPE OF REPORTING PERSON*
 
IN

 
 
 

PAGE 3
CUSIP No. 561693102
Schedule 13D

1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sandra F. Pessin  XXX-XX-XXXX
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  þ
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
7
SOLE VOTING POWER
     
   
166,851
BENEFICALLY
    
OWNED BY EACH
8
SHARED VOTING POWER
     
REPORTING
    
PERSON WITH
9
SOLE DISPOSITIVE POWER
     
   
166,851
 
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
166,851
   
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) 2.3%
   
14
TYPE OF REPORTING PERSON*
 
IN

 
 
 

PAGE 4
CUSIP No. 561693102
Schedule 13D

Item 1.  Security and Issuer

This Schedule 13D relates to the common stock, $0.001 par value (the "Common Stock"), of The Management Network Group, Inc. (the "Issuer"), whose principal executive offices are located at 7300 College Blvd., Suite 302, Overland Park, KS  66210.

Item 2.  Identity and Background

This Schedule 13D is being filed by SEP F/B/O Norman H. Pessin and for Sandra F. Pessin (each a “Reporting Person”).  Certain information with respect to each Reporting Person is set forth below:

Name and Address:
  
1) Norman H. Pessin
   
366 Madison Avenue, 14th Floor
   
New York, NY 10017
     
   
2) Sandra F. Pessin
   
366 Madison Avenue, 14th Floor
   
New York, NY 10017
     
     
Principal Occupation:
  
1) Retired
     
   
2) Housewife
     
Criminal convictions:
  
1) None
     
   
2) None
     
Civil proceedings:
  
1) None
     
   
2) None
     
Citizenship:
  
1) United States
     
   
2) United States


Item 3.

The aggregate purchase price of the 265,100 shares of common stock owned by SEP IRA F/B/O Norman H. Pessin is approximately $612,381 including brokerage commissions.  The shares of common stock owned by SEP IRA F/B/O Norman H. Pessin were acquired with personal funds. The aggregate purchase price of the 166,851 shares of common stock owned by Sandra F. Pessin is approximately $384,563 including brokerage commissions.  The shares of common stock owned by Sandra F. Pessin were acquired with personal funds.
 
 
 
 

PAGE 5
CUSIP No. 561693102
 
Item 4.  Purposes of the Transactions

The Reporting Person originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Person intends to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.  Interest in Securities of the Issuer


SEP IRA F/B/O Norman H. Pessin owns 265,100 shares of common stock of the issuer, constituting 3.7% of the outstanding shares thereof.  Sandra F. Pessin owns 166,851 shares of common stock of the issuer, constituting 2.3% of the outstanding shares thereof
 
 
 
 

PAGE 6
CUSIP No. 561693102
 
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

None.

Item 7.  Material to Be Filed as Exhibits

None.

Signatures

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.


 
SEP IRA F/B/O Norman H.Pessin
  
       
       
 
By:
/s/ Norman H. Pessin
  
   
Norman H. Pessin
  
       
       
   
/s/ Sandra F. Pessin
  
   
Sandra F. Pessin
  
       
June 22, 2011