-----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, PuBWgnKKPlmlCgQBO9EyFadXBF7mF6MDWDEW1BZ04K56aD8YwcjkfaC1BD39Mmwy d56h8VGLVrZTq2nGR5irrQ== 0000890163-08-000165.txt : 20080326 0000890163-08-000165.hdr.sgml : 20080326 20080326154012 ACCESSION NUMBER: 0000890163-08-000165 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080326 DATE AS OF CHANGE: 20080326 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT INC. GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT LLC SUBJECT COMPANY: 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: 1230 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 08712095 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001233369 IRS NUMBER: 133984298 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125215115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 s11-8274_13d.htm SCHEDULE 13D

SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D (Rule 13d-2(a)	Estimated average burden hours per response. . 11

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

The Management Network Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

561693102

(CUSIP Number)

March 4, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject if this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 561693102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Potomac Capital Management LLC 13-3984298

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Limited Liability Company formed under the laws of the State of New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 2,504,830 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 2,504,830 shares of common stock

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,504,830 shares of common stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 6.94%

	12.	Type of Reporting Person (See Instructions) HC; OO (Limited Liability Corporation)


	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Potomac Capital Management Inc. 13-3984786

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Corporation formed under the laws of the State of New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,506,869 shares of common stock

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 3,506,869 shares of common stock

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,506,869 shares of common stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 9.72%.

	12.	Type of Reporting Person (See Instructions) HC; CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Paul J. Solit

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,700

			6.		Shared Voting Power 6,011,699 shares of common stock

			7.		Sole Dispositive Power 23,700

			8.		Shared Dispositive Power 6,011,699 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,035,399 shares of common stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 16.72%.

	12.	Type of Reporting Person (See Instructions) IN; HC

Item 1. Security and Issuer
		The Management Network Group, Inc. (“TMNG”) 7300 College Blvd., Suite 302 Overland Park, KS 66210

Item 2. Identity and Background

On July 17, 2007, Potomac Capital Management, LLC, Potomac Capital Management, Inc. and Paul J. Solit, collectively, the “Filers”, filed a Schedule 13G in relation to the 6,095,999 shares of common stock owned by each of them.

This Schedule 13D is being filed to update the Filers’ previous position as reported on Schedule 13G. Specifically, the Filers hereby support the request issued by Mr. Bryant Riley to be considered to serve on the Issuer’s Board of Directors. Mr. Riley has served on numerous boards and demonstrated a track record of creating value and representing shareholder interests. The Filers believe he could add value as a TMNG board member.

Reference is hereby made to the 13D filed by Riley Investment Management, LLC on March 20, 2008 which includes as an exhibit thereto a copy of the letter issued to the Issuer’s Board of Directors.

This Statement is being jointly filed by (i) Potomac Capital Management, LLC (ii) Potomac Capital Management, Inc. and (iii) Paul J. Solit. The address of each of the Filers are as follows:

825 Third Avenue

33^rd Floor

New York, New York 10022

During the last five years, the Filers have not (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

All purchases of common stock of The Management Network Group, Inc. were made using working capital in the amount of $10,670,000. No other funds or other consideration were used in making such purchases.

Item 4.	Purpose of Transaction.
	All The Management Network Group, Inc. securities owned by the Filers have been acquired for investment purposes only.
Item 5.	Interest in Securities of the Issuer.

As of the date of the event which required the filing of this Statement, Potomac Capital Management, LLC owned 2,504,830 shares of the Issuer’s common stock, Potomac Capital Management, Inc. owned 3,506,869 shares of the Issuer’s common stock and Paul J. Solit owned, jointly 6,011,699 and solely, 5,000 shares of the Issuer’s common stock. In the sixty days prior to the filing of this Schedule 13D, the Filers sold 60,600 shares of the Issuer’s common stock.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	NONE
Item 7.		Material to be Filed as Exhibits.
Exhibit A				Identification of entities which acquired the shares which are the subject of this report on Schedule 13D
Exhibit B			Joint Filing Agreement dated March 26, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 26^th of March, 2008




	POTOMAC CAPITAL MANAGEMENT LLC

	By:	/s/ Paul J. Solit
		Paul J. Solit, Managing Member

	POTOMAC CAPITAL MANAGEMENT INC.

	By:	/s/ Paul J. Solit
		Paul J. Solit, President

	PAUL J. SOLIT

	By:	/s/ Paul J. Solit
		Paul J. Solit

GRAPHIC 2 ballot.jpg GRAPHIC begin 644 ballot.jpg M_]C_X``02D9)1@`!`0$!+`$L``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#U."#5-9UW M7U'B/4K&"SO4MX8+6*V*A3;0R$DR0LQ):1N_I6KX5OKC4_!^B7]W()+FZL() MI7``W.T:EC@<#DGI3+GPKI=S>W5V6U"&:Z=9)C;:G EX-99 3 s11-8274_ex99a.htm EXHIBIT 99A

Exhibit A

Identification of entities which acquired the shares which are the subject of this report on Schedule 13D.

(1)	Potomac Capital Partners LP, a private investment partnership formed under the laws of State of Delaware. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Managment LLC.

(2)

Potomac Capital International Ltd., an international business company formed under the laws of the British Virgin Islands. Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc., and a Director of Potomac Capital International Ltd.

(3)

Pleiades Investment Partners-R, LP, a private investment partnership formed under the laws of the State of Delaware. Potomac Capital Management Inc. is the Investment Manager of a managed account of Pleiades Investment Partners-R, LP. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc.

(4)	Potomac Capital Partners LP, a private investment partnership formed under the laws of State of Delaware. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Managment LLC.

EX-99 4 s11-8274_ex99b.htm EXHIBIT 99B

Exhibit B

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, dated March 26, 2008 with respect to the shares of Common Stock of The Management Network Group, Inc. and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the

same instrument.

Dated: March 26, 2008


	POTOMAC CAPITAL MANAGEMENT LLC

	By:	/s/ Paul J. Solit
		Paul J. Solit, Managing Member

	POTOMAC CAPITAL MANAGEMENT INC.

	By:	/s/ Paul J. Solit
		Paul J. Solit, President

	PAUL J. SOLIT

	By:	/s/ Paul J. Solit
		Paul J. Solit

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