-----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, BGdO99IlnOeaKtr8Lk4Upw2Ddq0/7bvF50rxlJPTBLRkJ9YmR4np4MULdeM+0vQ2 HVHycMroh+2P+LX43KhyhA== 0001013816-07-000345.txt : 20070802 0001013816-07-000345.hdr.sgml : 20070802 20070801175954 ACCESSION NUMBER: 0001013816-07-000345 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070730 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070802 DATE AS OF CHANGE: 20070801 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: 071017318 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_080107.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): July 30, 2007 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On July 30, 2007, we entered into a Membership Interest Purchase Agreement with the members of RVA Consulting, LLC ("RVA"), a New Jersey limited liability company, pursuant to which we have agreed to purchase 100% of the outstanding membership interests of RVA for a total expected purchase price of approximately $7.0 million, plus additional earn-out consideration of up to approximately $5.4 million in cash and equity tied to potential future operating results of RVA after the closing date and other performance. The transaction with RVA is expected to close in early August of 2007, subject to satisfaction of customary pre-closing conditions. Additional information with respect to the transaction is contained in the press release attached as Exhibit 99.1 to this report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Number Description - -------------- ----------- 99.1 Press Release dated August 1, 2007. 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: August 1, 2007 By: /s/ Donald E. Klumb ---------------------------------- Donald E. Klumb Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release dated August 1, 2007. EX-99 2 form8k_080107ex991.txt EXH. 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] CONTACT: The Management Network Group, Inc. or Brainerd Communicators Janet Hall Michele Clarke (Media) Janet.Hall@tmng.com clarke@braincomm.com - ------------------- -------------------- 800.876.5329 Corey Kinger (Investors) kinger@braincomm.com 212.986.6667 TMNG GLOBAL TO ACQUIRE RVA CONSULTING Acquisition Will Strengthen TMNG's Technical Capabilities in Serving the Global Telecommunications, Media and Entertainment Community Overland Park, KS - August 1, 2007 - TMNG Global (Nasdaq: TMNG), a leading provider of management consulting services to the global communications, media and entertainment industries, today announced that it has signed a definitive agreement to acquire RVA Consulting, LLC ("RVA"), a privately-held telecommunications consulting firm based in Somerset, New Jersey for a total purchase price of approximately $7.0 million, plus potential earn-out consideration of up to approximately $5.4 million in cash and equity tied to future operating results. Since it began operations in January of 2006, RVA has focused on program and project management, systems development and migration and integration testing for the communications industry. RVA's key client relationships include leading Tier-one U.S. carriers. RVA co-founders and minority shareholders Mark Markowitz and Dale Reynolds will continue in executive positions following the closing. TMNG has recruited Thomas Berry, a former senior executive of AT&T, to serve as General Manager for RVA, which will become part of TMNG's core consulting practice following the transaction close. "RVA brings deep technical expertise and a blue-chip client base to complement TMNG's historical strength in providing transformational consulting services to traditional telecom companies," said Rich Nespola, Chairman and CEO of TMNG Global. "Strengthening and expanding our relations within these Tier One carriers in a consolidated U.S. telecom market will reaffirm our leadership in telecom consulting at a time when we have broadly diversified our client base in recent years to address a converging communications marketplace. RVA is a well-managed organization with deep relationships and talented consultants. We believe this transaction will be immediately accretive to our business." RVA reported revenues of approximately $25 million for the twelve months ended June 30, 2007; however, this performance was primarily attributable to a few large consulting projects that are scheduled to conclude in June 2008. While RVA may obtain extensions to these agreements and will strive toward continued growth and diversification, TMNG has valued the transaction to the expectation that RVA's revenue may be substantially lower following completion of these contracts. The transaction is expected to close in August 2007. TMNG management will provide further discussion relating to RVA during the company's second quarter earnings call scheduled for August 14, 2007. About TMNG Global TMNG Global (NASDAQ: TMNG) is a leading provider of professional services to the converging communications industry. Its companies, TMNG, CSMG Adventis, and Cartesian, and its base of over 500 consultants, have provided strategy, management, and technical consulting, as well as products and services, to more than 1200 communications service providers, entertainment, media, and technology companies and financial services firms worldwide. The company is headquartered in Overland Park, Kansas, with offices in Berlin, Boston, Chicago, London, New York, Shanghai and Washington, D. C. 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 the future performance of RVA, the ultimate cost of the acquisition, RVA's impact on the Company's business, operations and results, future stock market conditions, 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, any future sales of the stock to be issued in the transaction, the integration of RVA with the Company, the future performance of RVA, the impact of RVA on the Company, conditions in the telecommunications industry, overall economic and business conditions, the demand for the Company's services and services of RVA, the factors described in this press release, 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-----