-----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, MNGHpKZKABj7VVjN7BtlSQwUfnukpzn5GfZf4TcLMEH638FRDwLWC5+n1yxY5gOM hrmmMsRe/a4O9y4wal0+lw== 0001013816-06-000638.txt : 20061113 0001013816-06-000638.hdr.sgml : 20061113 20061113172119 ACCESSION NUMBER: 0001013816-06-000638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 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: 061210146 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_111306.txt FORM 8-K UNITED STATES 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): November 13, 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, Kansas 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 13, 2006, The Management Network Group, Inc. announced its gross revenues for the quarter ended September 30, 2006. The public announcement was included in a press release, the text of which is set forth in Exhibit 99.1 hereto. The information in this Item 2.02, 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 TMNG under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of TMNG, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ITEM 8.01 OTHER EVENTS On November 13, 2006, The Management Network Group, Inc. (the "Company") issued a press release announcing that its Board of Directors has appointed a Special Committee to conduct a review of the Company's historical practices regarding its stock option programs and related accounting for the period from 1999 through 2005, and announcing that in light of the Special Committee review, the Company will not be in a position to file its quarterly report on Form 10-Q for the quarter ended September 30, 2006 by the November 14, 2006 due date and does not anticipate it will be in a position to file the Form 10-Q within the five day extension period under Rule 12b-25. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Number Description - -------------- ----------- 99.1 Press Release dated November 13, 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: November 13, 2006 By: /s/ Donald E. Klumb ---------------------------------- Donald E. Klumb Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release dated November 13, 2006. EX-99 2 form8k_111306ex991.txt EXH. 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] CONTACT: The Management Network Group, Inc. or Brainerd Communicators Janet Hall Olga Shmuklyer (Media) Janet.Hall@tmng.com shmuklyer@braincomm.com 800.876.5329 Corey Kinger (Investors) kinger@braincomm.com 212.986.6667 TMNG ANNOUNCES CREATION OF SPECIAL COMMITTEE TO REVIEW STOCK OPTION PRACTICES Announces Revenues for Quarter Ended September 30, 2006 and Schedules Conference Call for November 14 to Discuss 3rd Quarter Business Developments Overland Park, KS - November 13, 2006 - TMNG Global (Nasdaq: TMNG), a leading provider of management consulting services to the global communications, media and entertainment industries, today announced that following an initial internal review of its stock option practices for the period from 1999, the year of the Company's initial public offering, through 2005, its Board of Directors has appointed a Special Committee to conduct a review of the Company's historical practices regarding its stock option programs and related accounting. The Special Committee is comprised of independent members of the Board and has retained independent outside counsel which has full authority to retain accounting experts. The Special Committee will make appropriate recommendations regarding the Company's ongoing option granting practices and procedures. Following the Special Committee's review, the Company may need to correct its historical determinations of non-cash stock-based compensation expense. If these corrections are material, the Company would be required to restate its financial statements. Although the impact on the Company's historical financial statements is not yet known, the Company does not expect the review to result in changes to its historical revenues or non-option related operating expenses. In light of the Special Committee review, the Company will not be in a position to file its quarterly report on Form 10-Q for the thirteen week period ended September 30, 2006 by the November 14, 2006 due date and does not anticipate it will be in a position to file the Form 10-Q within the 5-day extension period under Rule 12b-25. The Company has notified the Nasdaq Stock Market and the Securities and Exchange Commission of the Special Committee review and that the quarterly filing will be delayed. The Company announced that its gross revenues for the 2006 third quarter increased 7.9% to $8.7 million, compared with revenue of $8.1 million in the third quarter of 2005. For the nine months ended September 30, 2006, revenue increased 5.2% to $25.4 million, compared with $24.1 million in the first nine months of 2005. While revenues were higher for both periods compared with a year ago, the Company noted that third quarter 2006 revenues were lower than expected. TMNG also noted that it anticipates reporting a loss for the third quarter and year-to-date. The Company will not be in a position to announce additional financial results for the quarter until the Special Committee has completed its review and a determination of the appropriate stock-based compensation has been made. Though the release of full financial results will be delayed, the Company will host a conference call to discuss third quarter business developments on Tuesday, November 14, 2006 at 5:00 p.m. ET. To participate on the live call, investors should dial 888-332-7254 in the United States or 973-582-2856 from international locations and reference conference passcode 8018493 approximately ten minutes prior to the start time. In addition, the call will be available via live webcast over the Internet on the "Investor Relations" portion of TMNG's corporate Web site, http://www.tmng.com. Investors should go to the Web site approximately 10 minutes prior to the start time of the call to register. An on-line archive of the call will be available at http://www.tmng.com for one week. Additionally, a replay of the call will be available by dialing 877-519-4471, passcode 8018493, through November 21, 2006. 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 Berlin, Boston, Chicago, London, New York, Dallas, Shanghai and Washington, D.C. 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 the Special Committee's review or expectations with respect to the Company's financial statements are subject to the Special Committee's review and other known and unknown risks, uncertainties, and contingencies. Factors that might affect actual results, performance, or achievements include, among other things, the outcome, timing and impact of the Special Committee's review and the other matters discussed in this press release, the conclusions of the Special Committee resulting from that review, any adverse tax or accounting adjustments resulting from that review, 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. In addition to the matters discussed in this press release, risks and uncertainties are described from time to time in TMNG's filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----