UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
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)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o 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 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) o
(b) o
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
New York
| Number of | 5. | Sole Voting Power |
| Shares | 529,744 shares of common stock (1) | |
| Beneficially | ||
| Owned by | 6. | Shared Voting Power |
| Each | 0 | |
| Reporting | ||
| Person With | 7. | Sole Dispositive Power |
| 529,744 shares of common stock (1) | ||
| 8. | Shared Dispositive Power | |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
529,744 shares of common stock (1)
| 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) |
7.46%(2)
| 12. | Type of Reporting Person (See Instructions) |
HC; OO (Limited Liability Company)
(1) Potomac Capital Management LLC may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital Partners, LP. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners, LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Management, LLC.
(2) Based on 7,093,872 shares of common stock of The Management Network Group, Inc. outstanding as of November 11, 2011.
CUSIP No. 561693102
| 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) o
(b) o
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
U.S.
| Number of | 5. | Sole Voting Power |
| Shares | 615,802 shares of common stock (3) | |
| Beneficially | ||
| Owned by | 6. | Shared Voting Power |
| Each | 0 shares of common stock | |
| Reporting | ||
| Person With | 7. | Sole Dispositive Power |
| 615,802 shares of common stock (3) | ||
| 8. | Shared Dispositive Power | |
| 0 shares of common stock |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
615,802 shares of common stock (3)
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
(See Instructions) £
| 11. | Percent of Class Represented by Amount in Row (9) |
8.68%(2)
| 12. | Type of Reporting Person (See Instructions) |
IN; HC
(3) Paul J. Solit may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital Partners, LP, as reported herein, and by members of Paul J. Solit’s immediate family. Potomac Capital Management, LLC is the General Partner of Potomac Capital Partners, LP. Paul J. Solit is the Managing Member of Potomac Capital Management, LLC.
(2) Based on 7,093,872 shares of common stock of The Management Network Group, Inc. outstanding as of November 11, 2011.
Item 1.
| (a) | Name of Issuer |
The Management Network Group, Inc. ("TMNG")
| (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 Management LLC
| (b) | Address of Principal Business Office or, if none, Residence: |
825 Third Avenue
33rd Floor
New York, New York 10022
| (c) | Citizenship: |
Limited Liability Company formed under the laws of the State of
New York.
| (a) | Name of Person Filing: |
Paul J. Solit
| (b) | Address of Principal Business Office or, if none, Residence: |
c/o Potomac Capital Management LLC
825 Third Avenue
33rd Floor
New York, New York 10022
| (c) | Citizenship: |
U.S. Citizen
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
561693102
Item 3. Not Applicable
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.
Potomac Capital Management LLC
| (a) | Amount beneficially owned: |
529,744
| (b) | Percent of class: |
7.46%
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
529,744
| (ii) | Shared power to vote or to direct the vote |
0
| (iii) | Sole power to dispose or to direct the disposition of |
529,744
Paul J. Solit
| (a) | Amount beneficially owned: |
615,802 (3)
| (b) | Percent of class: |
8.68%
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
615,802 (3)
| (ii) | Shared power to vote or to direct the vote |
0
| (iii) | Sole power to dispose or to direct the disposition of |
615,802
| 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 Persons have 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 or Control Person |
See Exhibit A attached hereto.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
(3) Paul J. Solit may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital Partners, LP, as reported herein, and by members of Paul J. Solit’s immediate family. Potomac Capital Management, LLC is the General Partner of Potomac Capital Partners, LP. Paul J. Solit is the Managing Member of Potomac Capital Management, LLC.
| 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.
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 14th day of March, 2012
POTOMAC CAPITAL MANAGEMENT LLC
| By: | /s/ Paul J. Solit |
Paul J. Solit, Managing Member
PAUL J. SOLIT
| By: | /s/ Paul J. Solit |
Paul J. Solit
EXHIBIT INDEX
The following exhibits are filed with this report on Schedule 13G/A:
| Exhibit A | Identification of entities which acquired the shares which are the subject of this report on Schedule 13G/A. |
Exhibit A
Identification of entities which acquired the shares which are the subject of this report on Schedule 13G/A.
| (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 Management LLC. |