-----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, MR6ef9ADCWDchLlfcD0qK1ozu8JhR0aSSvAOHnxWJphn446ftDHuCd8L23gp+LJn M1KoLdWmed+U2Q3+esnRow== 0001013816-06-000558.txt : 20060905 0001013816-06-000558.hdr.sgml : 20060904 20060905101308 ACCESSION NUMBER: 0001013816-06-000558 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060905 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060905 DATE AS OF CHANGE: 20060905 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27617 FILM NUMBER: 061072839 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 8-K 1 form8k_090506.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 5, 2006 THE MANAGEMENT NETWORK GROUP, INC (Exact name of company as specified in its charter) DELAWARE 0-27617 48-1129619 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission file number) (IRS Employer of incorporation) Identification Number) 7300 College Boulevard, Suite 302, Overland Park, KS 66210 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) (913) 345-9315 ---------------------------------------------------- (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 (see General Instruction A.2.): [ ] 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 8.01 OTHER EVENTS On September 5, 2006, the Company announced that its Board of Directors had authorized a share repurchase program, pursuant to which the Company is authorized, but not required, to purchase up to an aggregate of 2,000,000 common shares of the Company from time to time for cash on the open market and/or in privately negotiated transactions during a period expiring on September 1, 2008. As of August 31, 2006, the Company had an aggregate of 35,929,417 common shares outstanding. The adoption of the share repurchase program was announced in a press release dated September 5, 2006 and attached as Exhibit 99.1 to this report. The information in this Item 8.01 and Exhibit 99.1 to this current report on Form 8-K shall not be deemed "filed" for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless expressly incorporated into a filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 8.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d). Exhibits. Exhibit Number Description 99.1 Press Release dated September 5, 2006 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. THE MANAGEMENT NETWORK GROUP, INC. Date: September 5, 2006 By: /s/ Donald E. Klumb ---------------------------------- Donald E. Klumb Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press Release of Registrant, dated September 5, 2006, announcing Board authorization of share repurchase program EX-99 2 form8k_090506ex99.txt EXH. 99 PRESS RELEASE Exhibit 99.1 CONTACT: The Management Network Group, Inc. or Brainerd Communicators Janet Hall Corey Kinger (Investors) Janet.Hall@tmng.com Kinger@braincomm.com 800.876.5329 Olga Shmuklyer (Media) shmuklyer@braincomm.com 212.986.6667 TMNG GLOBAL BOARD APPROVES SHARE REPURCHASE PLAN Overland Park, KS - September 5, 2006 - TMNG Global (Nasdaq: TMNG), a leading provider of management consulting services to the global communications, media and entertainment industries, today announced that its Board of Directors has approved a share repurchase program. The program authorizes the purchase of up to 2 million shares of the company's common stock, representing approximately 12% of TMNG's public float. Under the plan, the company is authorized to repurchase stock from time to time in the open market or through privately negotiated transactions through September 1, 2008, in accordance with SEC rules. "Our reinvigorated consulting offerings and strong positioning around the wireless and IP technologies driving change in the global communications industry reinforce our positive outlook for the company's long-term growth prospects," said Rich Nespola, the company's Chariman and CEO. "In light of this long-term outlook, we do not believe our current share price accurately reflects the company's inherent value. We believe the repurchase of shares at current price levels is a prudent investment for the company." About TMNG Global The Management Network Group, Inc. (Nasdaq: TMNG) is a leading provider of professional services to the converging communications industry and the financial services firms that support it. With more than 400 consultants worldwide, TMNG Global's clients include communications service providers, entertainment, media and technology companies, and financial services firms. Founded in 1990, TMNG Global has provided strategic and management consulting, as well as managed services, to more than 1000 clients worldwide, including all the Fortune 500 telecommunications companies. The company is headquartered in Overland Park, Kansas, with offices in Boston, Chicago, London, New York, Denver, Dallas, and Washington, DC. TMNG Global can be reached at 1.888.480.TMNG (8664) or online at http://www.tmng.com. This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. In particular, any statements contained herein regarding expectations with respect to future business, revenues or profitability are subject to known and unknown risks, uncertainties, and contingencies, many of which are beyond the Company's control, which may cause actual results, performance, or achievements to differ materially from those projected or implied in such forward-looking statements. Factors that might affect actual results, performance, or achievements include, among other things, conditions in the telecommunications industry, overall economic and business conditions, the demand for the Company's services, and technological advances and competitive factors in the markets in which the Company competes. These risks and uncertainties are described in detail from time to time in TMNG's filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----