0000921895-13-000243.txt : 20130207 0000921895-13-000243.hdr.sgml : 20130207 20130207160543 ACCESSION NUMBER: 0000921895-13-000243 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130207 DATE AS OF CHANGE: 20130207 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: 1229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 13582470 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: NY FILING VALUES: FORM TYPE: SC 13G/A 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 13G/A 1 sc13ga908679man_12312012.htm sc13ga908679man_12312012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No. 9)1
 

The Management Network Group, Inc.
 (Name of Issuer)
 
Common Stock, par value $0.005 per share
 (Title of Class of Securities)
 
561693102
 (CUSIP Number)
 
December 31, 2012
 (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)
 
 

_______________
1  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).
 
 
 
 
 
CUSIP NO. 561693102
 
1
NAME OF REPORTING PERSON
 
POTOMAC CAPITAL PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
525,744
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
525,744
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
525,744
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.4%
12
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 561693102
 
1
NAME OF REPORTING PERSON
 
POTOMAC CAPITAL MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
525,744
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
525,744
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
525,744
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.4%
12
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 561693102
 
1
NAME OF REPORTING PERSON
 
PAUL J. SOLIT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
93,158 (1)
6
SHARED VOTING POWER
 
525,744
7
SOLE DISPOSITIVE POWER
 
93,158 (1)
8
SHARED DISPOSITIVE POWER
 
525,744
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
618,902 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.7%
12
TYPE OF REPORTING PERSON
 
IN
 
(1) Includes (i) 25,940 Shares held in accounts in the name of Mr. Solit’s minor children and (ii) 11,200 Shares held in an account in the name of Mr. Solit’s spouse.

 
4
 
CUSIP NO. 561693102
 
Item 1(a).
Name of Issuer:

The Management Network Group, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

7300 College Blvd., Suite 302, Overland Park, KS 66210
 
Item 2(a).
Name of Person Filing:
 
Potomac Capital Partners L.P. (“PCP”)

Potomac Capital Management, L.L.C. (“Potomac Management”)

Paul J. Solit (“Mr. Solit” and, together with PCP and Potomac Management, each a
“Reporting Person” and collectively, the “Reporting Persons”)

Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The principal business address of each of the Reporting Persons is 825 Third Ave, 33rd Floor, New York, New York 10022.
 
Item 2(c).
Citizenship:
 
PCP is organized under the laws of the State of Delaware.
 
Potomac Management is organized under the laws of the State of New York.
 
Mr. Solit is a citizen of the United States of America.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.005 per share (the “Shares”).
 
Item 2(e).
CUSIP Number:
 
561693102
 
Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
/X/
Not Applicable
 
 
(a)
/  /
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
/  /
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
/  /
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
/  /
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
5
 
CUSIP NO. 561693102
 
 
(e)
/  /
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
 
 
(f)
/  /
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
 
 
(g)
/  /
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
 
 
(h)
/  /
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
/  /
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
 
(j)
/  /
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
 
(k)
/  /
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.
 
PCP
 
 
(a)
Amount beneficially owned:

525,744 Shares

 
(b)
Percent of class:

7.4% (based upon 7,117,708 Shares outstanding, which is the total number of Shares outstanding as of November 8, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2012).

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

 
0 Shares

 
(ii)
Shared power to vote or to direct the vote

 
525,744 Shares

 
(iii)
Sole power to dispose or to direct the disposition of

 
0 Shares

 
(iv)
Shared power to dispose or to direct the disposition of

 
525,744 Shares
 
 
6
 
CUSIP NO. 561693102
 
Potomac Management

 
(a)
Amount beneficially owned:

525,744 Shares*

 
(b)
Percent of class:

7.4% (based upon 7,117,708 Shares outstanding, which is the total number of Shares outstanding as of November 8, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2012).

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

 
0 Shares

 
(ii)
Shared power to vote or to direct the vote

 
525,744 Shares

 
(iii)
Sole power to dispose or to direct the disposition of

 
0 Shares

 
(iv)
Shared power to dispose or to direct the disposition of

 
525,744 Shares

____________________
* Consists of the Shares owned directly by PCP.

Paul J. Solit

 
(a)
Amount beneficially owned:

618,902 Shares**

 
(b)
Percent of class:

8.7% (based upon 7,117,708 Shares outstanding, which is the total number of Shares outstanding as of November 8, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2012).

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

 
93,158 Shares

 
(ii)
Shared power to vote or to direct the vote

 
525,744 Shares
 
 
7
 
CUSIP NO. 561693102

 
(iii)
Sole power to dispose or to direct the disposition of

 
93,158 Shares

 
(iv)
Shared power to dispose or to direct the disposition of

 
525,744 Shares

____________________
** Includes 525,744 Shares owned directly by PCP, 25,940 Shares held in accounts in the name of Mr. Solit’s minor children, and 11,200 Shares held in an IRA account in the name of Mr. Solit’s spouse.

Potomac Management is the general partner of PCP.  Mr. Solit is the managing member of Potomac Management.  By virtue of these relationships, each of Potomac Management and Mr. Solit may be deemed to beneficially own the Shares owned directly by PCP.
 
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person, except to the extent of his or its pecuniary interest therein.
 
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 [   ].
 
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 or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit 99.1.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
 
8
 
CUSIP NO. 561693102
 
Item 10.
Certifications.
 
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.
 
 
9
 
CUSIP NO. 561693102
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 7, 2013
POTOMAC CAPITAL PARTNERS L.P.
   
 
By:
Potomac Capital Management, L.L.C.
   
General Partner
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Managing Member


 
POTOMAC CAPITAL MANAGEMENT, L.L.C.
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Managing Member


 
/s/ Paul J. Solit
 
PAUL J. SOLIT
 
 
10
 EX-99.1 2 ex991to13ga908679man_123112.htm ex991to13ga908679man_123112.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of The Management Network Group, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  February 7, 2013
POTOMAC CAPITAL PARTNERS L.P.
   
 
By:
Potomac Capital Management, L.L.C.
   
General Partner
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Managing Member


 
POTOMAC CAPITAL MANAGEMENT, L.L.C.
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Managing Member


 
/s/ Paul J. Solit
 
PAUL J. SOLIT