-----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, MyiOjW6gyB7vTJ0eBrACcJPKl88CxiK6uDrqTNQaBdhg2STMwEsQ/D+JNmZlzXgU ihT/pjDwt+j/D9IsRjDJrQ== 0000891618-01-502571.txt : 20020412 0000891618-01-502571.hdr.sgml : 20020412 ACCESSION NUMBER: 0000891618-01-502571 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011212 EFFECTIVENESS DATE: 20011212 FILER: 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74940 FILM NUMBER: 1811891 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 S-8 1 f77828s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on December 12, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MANAGEMENT NETWORK GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 48-1129619 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 7300 COLLEGE BLVD., SUITE 302 OVERLAND PARK, KS 66210 (913) 345-9315 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------------ 1998 EQUITY INCENTIVE PLAN 2000 SUPPLEMENTAL STOCK PLAN (FULL TITLE OF THE PLANS) ------------------------------ RICHARD P. NESPOLA PRESIDENT AND CHIEF EXECUTIVE OFFICER THE MANAGEMENT NETWORK GROUP, INC. 7300 COLLEGE BLVD., SUITE 302 OVERLAND PARK, KS 66210 (913) 345-9315 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------------ Copy to: CHRISTOPHER D. MITCHELL, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304-1050 (650) 493-9300 ================================================================================ CALCULATION OF REGISTRATION FEE
============================================================================================================= PROPOSED PROPOSED MAXIMUM MAXIMUM OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO MAXIMUM AMOUNT PRICE OFFERING REGISTRATION BE REGISTERED TO BE REGISTERED PER SHARE PRICE FEE - ------------------------------------------------------------------------------------------------------------- 1998 Equity Incentive Plan Common Stock, $0.001 par value (currently outstanding options)(1) 1,365,871 shares $4.599203 $6,281,918.00 $1,501.38 1998 Equity Incentive Plan Common Stock, $0.001 par value (options available for future grant)(2) 107,419 shares $ 6.725 $ 722,392.78 $ 172.65 Total 1998 Equity Incentive Plan 1,473,290 shares $1,674.03 shares registered 2000 Supplemental Stock Plan Common Stock, $0.001 par value (currently outstanding options)(3) 2,223,314 shares $6.370018 $14,162,550.20 $3,384.85 2000 Supplemental Stock Plan Common Stock, $0.001 par value (options available for future grant)(4) 276,686 shares $ 6.725 $ 1,860,713.35 $ 444.71 Total 2000 Supplemental Stock Plan shares registered 2,500,000 shares $3,829.56 TOTAL REGISTRATION FEES $5,503.59 ==========================================================================================================
(1) The computation is based upon the weighted average exercise price per share of $4.599203 as to 1,365,871 outstanding but unexercised options to purchase Common Stock under the 1998 Equity Incentive Plan (the "Currently Outstanding Options"). (2) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act of 1933 as to the remaining 107,419 shares of Common Stock authorized for issuance pursuant to the 1998 Equity Incentive Plan, solely for the purpose of calculating the registration fee. No options have been granted with respect to such shares. The computation is based upon the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on December 10, 2001 because the price at which the options to be granted in the future may be exercised is not currently determinable. (3) The computation is based upon the weighted average exercise price per share of $6.370018 as to 2,223,314 outstanding but unexercised options to purchase Common Stock under the 2000 Supplemental Stock Plan ("the Currently Outstanding Options"). (4) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act of 1933 as to the remaining 276,686 shares of Common Stock authorized for issuance pursuant to the 2000 Supplemental Stock Plan, solely for the purpose of calculating the registration fee. No options have been granted with respect to such shares. The computation is based upon the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on December 10, 2001 because the price at which the options to be granted in the future may be exercised is not currently determinable. THE MANAGEMENT NETWORK GROUP, INC. REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed by The Management Network Group, Inc. (the "Registrant") with the Securities and Exchange Commission: (1) The Registrant's Annual Report on Form 10-K for the year ended December 30, 2000 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on March 29, 2001. (2) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act and as declared effective on October 13, 1999. (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 filed pursuant to Section 13 of the Exchange Act on May 15, 2001. (4) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 filed pursuant to Section 13 of the Exchange Act on August 14, 2001. (5) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 29, 2001 filed pursuant to Section 13 of the Exchange Act on November 13, 2001. (6) All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Mario M. Rosati and Christopher D. Mitchell, members of Wilson Sonsini Goodrich & Rosati, Professional Corporation, are Director and Secretary of the Registrant respectively. Wilson Sonsini Goodrich & Rosati is corporate counsel to the Registrant. In addition Mario M. Rosati beneficially owns 37,500 shares of the Registrant's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides in relevant part that "a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful." With respect to derivative actions, Section 145(b) of the DGCL provides in relevant part that "[a] corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor . . . [by reason of his service in one of the capacities specified in the preceding sentence] against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper." The Registrant's Restated Certificate of Incorporation provides that to the fullest extent permitted by the DGCL, no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. The Restated Certificate of Incorporation also provides that no amendment or repeal of such provision shall apply to or have any effect on the right to indemnification permitted thereunder with respect to claims arising from acts or omissions occurring in whole or in part before the effective date of such amendment or repeal whether asserted before or after such amendment or repeal. The Registrant's Bylaws provide that the Registrant shall indemnify to the fullest extent authorized by law each of its directors, officers, employees and other agents against expenses actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation. The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in the Registrant's Bylaws, and intends to enter into indemnification agreements with any new directors or executive officers in the future. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable ITEM 8. EXHIBITS. The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. (See Exhibit Index below). ITEM 9. UNDERTAKINGS. A. The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be an initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the Corporation Law, the Registrant's Restated Certificate of Incorporation, the Registrant's Bylaws or the Registrant's indemnification agreements, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Overland Park, State of Kansas, on this 12th day of December, 2001. The Management Network Group, Inc. By: /s/ Richard P. Nespola ------------------------------------- Richard P. Nespola President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard P. Nespola and Donald E. Klumb, jointly and severally, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Richard P. Nespola President, Chief Executive Officer December 12, 2001 - --------------------------- and Director (Principal Executive Richard P. Nespola Officer) /s/ Donald E. Klumb Chief Financial Officer and December 12, 2001 -------------------------- Treasurer (Principal Financial and Donald E. Klumb Accounting Officer) /s/ Grant G. Behrman Director December 12, 2001 -------------------------- Grant G. Behrman /s/ Micky K. Woo Director December 12, 2001 -------------------------- Micky K. Woo /s/ William M. Matthes Director December 12, 2001 -------------------------- William M. Matthes Director December 12, 2001 /s/ Mario M. Rosati -------------------------- Mario M. Rosati /s/ Roy A. Wilkens Director December 12, 2001 -------------------------- Roy A. Wilkens /s/ Andrew D. Lipman Director December 12, 2001 -------------------------- Andrew D. Lipman
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- EXHIBITS - -------------------------------------------------------------------------------- Registration Statement on Form S-8 THE MANAGEMENT NETWORK GROUP, INC. December 12, 2001 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1* 2000 Supplemental Stock Plan 4.2** 1998 Equity Incentive Plan 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of counsel (contained in Exhibit 5.1). 23.2 Consent of Deloitte & Touche L.L.P., Independent Auditors 24.1 Power of Attorney (see page II-4).
---------- * Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 30, 2000 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on March 29, 2001. ** Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333- 87383), effective November 23, 1999. EX-5.1 3 f77828ex5-1.txt EXHIBIT 5.1 EXHIBIT 5.1 December 12, 2001 The Management Network Group, Inc. 7300 College Blvd., Suite 302 Overland Park, KS 66210 RE: REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on December 12, 2001 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of the 2000 Supplemental Stock Plan (as to 2,500,000 shares) and of the 1998 Equity Incentive Plan (as to 1,473,290 shares) (collectively, the "Plans" and the "Shares" as appropriate). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI /s/ Wilson Sonsini Goodrich & Rosati EX-23.2 4 f77828ex23-2.txt EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Management Network Group, Inc. on Form S-8 of our report dated February 15, 2001, appearing in the Annual Report on Form 10-K of The Management Network Group, Inc. for the fiscal year ended December 30, 2000. /s/ DELOITTE & TOUCHE LLP Kansas City, Missouri December 11, 2001 -----END PRIVACY-ENHANCED MESSAGE-----