0001104659-08-029549.txt : 20080502 0001104659-08-029549.hdr.sgml : 20080502 20080502171421 ACCESSION NUMBER: 0001104659-08-029549 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080430 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080502 DATE AS OF CHANGE: 20080502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS GROUP INC CENTRAL INDEX KEY: 0000900017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 720843540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22010 FILM NUMBER: 08800017 BUSINESS ADDRESS: STREET 1: 5221 N OCONNOR BLVD STE 500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728693400 MAIL ADDRESS: STREET 1: 5221 N OCONNOR SUITE 500 CITY: IRVING STATE: TX ZIP: 75039 8-K 1 a08-13370_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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):

April 30, 2008

Thomas Group, Inc.

(Exact name of registrant as specified in its charter)

	Delaware				0-22010				72-0843540
(State or other jurisdiction of incorporation)				(Commission File Number)				(I.R.S. Employer Identification No.)

5221 N. O’Connor Blvd., Suite 500
	Irving, Texas		75039
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code:

(972) 869-3400

Not Applicable

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2008, Thomas Group, Inc. (the “Company”) entered into Amendment No. 1 to the Performance Share Award previously granted on March 1, 2008 to Michael E. McGrath, the Company’s Executive Chairman. Pursuant to the terms of Amendment No. 1, the Company has agreed to modify certain terms of Mr. McGrath’s Performance Share Award that provide for cumulative issuance of all performance shares that are subject to such award if performance targets above a specified threshold are met in 2010.

On April 30, 2008, the Company entered into Amendment No. 1 to the Performance Share Award previously granted on March 10, 2008 to Earle Steinberg, the Company’s President and Chief Executive Officer. Pursuant to the terms of Amendment No. 1, the Company has agreed to modify certain terms of Mr. Steinberg’s Performance Share Award that provide for cumulative issuance of a portion of the performance shares that are subject to such award if performance targets above a specified threshold are met in 2010 and cumulative issuance of all of the performance shares that are subject to such award if performance targets above a higher specified threshold are met in 2011.

The foregoing summaries are qualified in their entirety by, and should be read in conjunction with, the full text of the respective Amendments No. 1 to Performance Share Awards, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Amendment No. 1 to Performance Share Award dated April 30, 2008 for Michael E. McGrath
10.2		Amendment No. 1 to Performance Share Award dated April 30, 2008 for Earle Steinberg

SIGNATURES

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.

			Thomas Group, Inc.
			(Registrant)


Date:	May 2, 2008	By:	/s/ Frank Tilley
			Frank Tilley,
			Interim Chief Financial Officer

EX-10.1 2 a08-13370_1ex10d1.htm EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

PERFORMANCE SHARE AWARD
UNDER THE
2008 OMNIBUS STOCK AND INCENTIVE PLAN
for
THOMAS GROUP, INC.

THIS AMENDMENT NO. 1 TO PERFORMANCE SHARE AWARD, dated as of April 30, 2008 (this “Amendment”), is entered into by and between Thomas Group, Inc., a Delaware corporation (the “Company”), and Michael E. McGrath (the “Holder”).

WITNESSETH

WHEREAS, effective as of March 1, 2008, a Performance Share Award (“Award”) for up to 350,000 shares of common stock, par value $.01 per share, of the Company was granted by the Company to the Holder, subject to the terms and provisions of the 2008 Omnibus Stock and Incentive Plan For Thomas Group, Inc. (the “Plan”);

WHEREAS, Section 14(e) of the Plan provides that the Compensation and Corporate Governance Committee of the Board of Directors of the Company (the “Committee”) has the authority to amend the tems and conditions of any Award granted under the Plan;

WHEREAS, Section 14 of the Award provides that the Award may be amended only by a written document signed by the Company and the Holder;

WHEREAS, the Committee has authorized the amendment of certain terms of the Award pertaining to “catch-up” vesting in Year 2010 and the Company and the Holder desire to enter into this Amendment to effect such amendment; and

WHEREAS, capitalized terms used herein without definition shall have the respective meanings specified in the Plan;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree as follows:

1. Amendment of Section 3 of the Award. The third sentence of Section 3 of the Award is hereby amended to read in its entirety as follows:

If in Year 2010 the Company’s Annual Profit both (i) meets or exceeds the Performance Target for Year 2010 and (ii) is at least $6 million, then in addition to the delivery of the 121,334 share increment for such Year, the Holder will be entitled to receive an additional number of Performance Shares that would result in the Holder having received a total of 350,000 Performance Shares hereunder.

2. No Other Amendments; Continued Effectiveness. Except as expressly provided in Section 1 of this Amendment, the terms of the Award remain in full force and effect without any change or amendment hereby.

3. Governing Law. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

4. Binding Effect. This Amendment shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

5. Severability. If any provision of this Amendment is declared or found to be illegal, unenforceable or void, in whole or in part, the remainder of this Amendment will not be affected by such declaration or finding and each such provision not so affected will be enforced to the fullest extent permitted by law.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	THOMAS GROUP, INC.



	By:	/s/ Edward P. Evans
		Edward P. Evans,
		Director and Chairman of the Compensation and Corporate Governance Committee



		HOLDER



		/S/ Michael E. McGrath
		Michael E. McGrath

EX-10.2 3 a08-13370_1ex10d2.htm EX-10.2

Exhibit 10.2

AMENDMENT NO. 1

PERFORMANCE SHARE AWARD
UNDER THE
2008 OMNIBUS STOCK AND INCENTIVE PLAN
for
THOMAS GROUP, INC.

WITNESSETH

WHEREAS, effective as of March 10, 2008, a Performance Share Award (“Award”) for up to 380,000 shares of common stock, par value $.01 per share, of the Company was granted by the Company to the Holder, subject to the terms and provisions of the 2008 Omnibus Stock and Incentive Plan For Thomas Group, Inc. (the “Plan”);

WHEREAS, Section 14 of the Award provides that the Award may be amended only by a written document signed by the Company and the Holder;

WHEREAS, the Committee has authorized the amendment of certain terms of the Award pertaining to “catch-up” vesting in Year 2010 and Year 2011 and the Company and the Holder desire to enter into this Amendment to effect such amendment; and

WHEREAS, capitalized terms used herein without definition shall have the respective meanings specified in the Plan;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree as follows:

1. Amendment of Section 3 of the Award. The third sentence of Section 3 of the Award is hereby deleted in its entirety and replaced with the following:

If in Year 2010 the Company’s Annual Profit both (i) meets or exceeds the Performance Target for Year 2010 and (ii) is at least $6 million, then in addition to the delivery of the 100,000 share increment for Year 2010, the Holder will be entitled to receive an additional number of Performance Shares that would result in the Holder having received a total of 280,000 Performance Shares hereunder. If in Year 2011 the Company’s Annual Profit both (i) meets or exceeds the Performance Target for Year 2011 and (ii) is at least $9 million, then in addition to the delivery of the 100,000 share increment for Year 2011, the Holder will be entitled to receive an additional number of Performance Shares that would result in the Holder having received a total of 380,000 Performance Shares hereunder.

3. Governing Law. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

4. Binding Effect. This Amendment shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	THOMAS GROUP, INC.



	By:	/s/ Edward P. Evans
		Edward P. Evans,
		Director and Chairman of the Compensation and Corporate Governance Committee



		HOLDER



		/s/ Earle Steinberg
		Earle Steinberg