-----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, BUBs3Dz+xK1E2Pw4chvSieZvQ1E2pGgXPh1Xpv4JVke6xBnx5uCQqEvq0vu28Ucb JdYxkc9Gmp4IPEkhTRrqTQ== 0001104659-07-073633.txt : 20071005 0001104659-07-073633.hdr.sgml : 20071005 20071005163235 ACCESSION NUMBER: 0001104659-07-073633 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071005 DATE AS OF CHANGE: 20071005 GROUP MEMBERS: BC ADVISORS, LLC GROUP MEMBERS: STEVEN R. BECKER 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: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 071159781 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: SRB Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-756-6073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 a07-26133_1sc13ga.htm AMENDMENT

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

The Management Network Group, inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

561693102

(CUSIP Number)

October 1, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

 

Persons who 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.

 



 

 

CUSIP No. 561693102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
BC Advisors, LLC  

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,400,000*

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
3,400,000*

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,400,000*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.5%*

 

 

12.

Type of Reporting Person (See Instructions)
HC/CO

 

*.  The percentage is based on 35,815,177 shares of common stock issued and outstanding as of August 9, 2007, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007.

 

2



 

CUSIP No. 561693102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
SRB Management, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,400,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
3,400,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,400,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.5%*

 

 

12.

Type of Reporting Person (See Instructions)
IA/PN

 

*.  The percentage is based on 35,815,177 shares of common stock issued and outstanding as of August 9, 2007, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007.

 

3



 

CUSIP No. 561693102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Steven R. Becker

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,400,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
3,400,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,400,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.5%*

 

 

12.

Type of Reporting Person (See Instructions)
HC/IN

 

* The percentage is based on 35,815,177 shares of common stock issued and outstanding as of August 9, 2007, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007.

 

4



 

This Schedule 13G relates to the common stock (“Common Stock”) of THE MANAGEMENT NETWORK GROUP, INC., acquired by SRB Management, L.P., a Texas limited partnership (“SRB Management”) for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”) and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”).  BC Advisors, LLC, a Texas limited liability company (“BCA”), is the general partner of, SRB Management, which is the general partner of SRBGC, SRBQP and SRB Offshore (SRBGC, SRBQP and SRB Offshore are collectively referred to as the “Greenway Partnerships”).  Steven R. Becker is the sole principal of BCA. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

Item 1.

 

(a)

Name of Issuer
THE MANAGEMENT NETWORK GROUP, INC.

 

(b)

Address of Issuer’s Principal Executive Offices
7300 College Boulevard
Suite 302
Overland Park, Kansas 66210

 

Item 2.

 

(a)

Name of Person Filing
See Item 1 of each cover page.

 

(b)

Address of Principal Business Office or, if none, Residence
300 Crescent Court, Suite 1111
Dallas, Texas 75201

 

(c)

Citizenship
See Item 4 of each cover page.

 

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share

 

(e)

CUSIP Number
561693102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

5



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

As of the date of this filing, SRB Management is the beneficial owner of 3,400,000 shares of Common Stock for the accounts of the Greenway Partnerships.  As general partner of SRB Management, BCA may be deemed to be the beneficial owner of the shares of the Common Stock beneficially owned by SRB Management, and as the sole manager of BCA, Steven Becker may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by SRB Management. The shares of Common Stock beneficially owned by the Reporting Persons were acquired by the Greenway Partnerships in a private transaction from two third party affiliates of the Issuer on June 29, 2007, as part of a larger sale by the affiliates to multiple unaffiliated purchasers.  The Greenway Partnerships have requested that the Issuer register the shares acquired by the Greenway Partnerships in the private transaction for resale and are currently in negotiations with the Issuer regarding such registration.

 

(b)

Percent of class:   

As of the date of this filing, SRB Management, BCA and Steven R. Becker may each be deemed to beneficially own 9.5% of the Common Stock.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Item 5 of each cover page.

 

 

(ii)

Shared power to vote or to direct the vote    

See Item 6 of each cover page.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of each cover page.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of each cover page.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6



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.

 

 

October 5, 2007

 

Date

 

 

 

BC ADVISORS, LLC

 

 

 


/s/ Steven R. Becker

 

Signature

 


Steven R. Becker, Member

 

Name/Title

 

 

 

SRB MANAGEMENT, L.P.

 

 

 

By:  BC Advisors, LLC, its general partner

 

 

 


/s/ Steven R. Becker

 

Signature

 


Steven R. Becker, Member

 

Name/Title

 

 

 


/s/ Steven R. Becker

 

Signature

 


Steven R. Becker

 

Name/Title

 

7


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