-----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, Eu/hHJvp1tIsESsFBrDqjg4XX+tjdvD/FNdkJhTFwZqbnsjGAJ6dAhhmxXk6dJuE Oy8i6LvU6v1k6Wb2zjN8jQ== 0001019687-10-000582.txt : 20100212 0001019687-10-000582.hdr.sgml : 20100212 20100212170845 ACCESSION NUMBER: 0001019687-10-000582 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: BRYANT RILEY GROUP MEMBERS: RILEY INVESTMENT 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: 0103 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 10600792 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: Riley Investment Management LLC CENTRAL INDEX KEY: 0001345523 IRS NUMBER: 954799549 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G/A 1 riley_mng-13ga.txt SCHEDULE 13G AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* THE MANAGEMENT NETWORK GROUP, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 561693102 (former CUSIP Number) 561693201 (new CUSIP Number) December 31, 2009 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] 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). CUSIP No. 561693102 - --------- ---------------------------------------------------------------------- 1 Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) Riley Investment Management LLC - --------- ---------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ] - --------- ---------------------------------------------------------------------- 3 SEC Use Only - --------- ---------------------------------------------------------------------- 4 Citizenship or Place of Organization Delaware - ---------------------- ------ -------------------------------------------------- Number of 5 Sole Voting Power Shares 290,820(1) ------ -------------------------------------------------- Beneficially 6 Shared Voting Power Owned by 0 ------ -------------------------------------------------- Each 7 Sole Dispositive Power Reporting 290,820(1) ------ -------------------------------------------------- Person 8 Shared Dispositive Power With 0 - --------- ---------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 290,820(1) - --------- ---------------------------------------------------------------------- 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] - --------- ---------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 4.1%(2) - --------- ---------------------------------------------------------------------- 12 Type Of Reporting Person (See Instructions) IA - --------- ---------------------------------------------------------------------- ______________ (1) Because Riley Investment Management LLC has sole investment and voting power over 290,820 shares of common stock held in managed accounts by its investment advisory clients, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares. (2) Based on 35,141,884 shares of common stock of The Management Network Group, Inc. (the "Issuer") outstanding on November 13, 2009, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended October 3, 2009, filed with the Securities and Exchange Commission on November 17, 2009, adjusted by the 1-for-5 reverse stock split announced by the Issuer in its Form 8-K dated February 5, 2010, filed with the Securities and Exchange Commission on February 5, 2010. 2 CUSIP No. 561693102 - --------- ---------------------------------------------------------------------- 1 Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) Bryant Riley - --------- ---------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC Use Only - --------- ---------------------------------------------------------------------- 4 Citizenship or Place of Organization United States - ---------------------- ------ -------------------------------------------------- Number of 5 Sole Voting Power Shares 290,820(3) ------ -------------------------------------------------- Beneficially 6 Shared Voting Power Owned by 0 ------ -------------------------------------------------- Each 7 Sole Dispositive Power Reporting 290,820 (3) ------ -------------------------------------------------- Person 8 Shared Dispositive Power With 0 - --------- ---------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 290,820 (3) - --------- ---------------------------------------------------------------------- 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] - --------- ---------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 4.1% (2),(3) - --------- ---------------------------------------------------------------------- 12 Type Of Reporting Person (See Instructions) IN - --------- ---------------------------------------------------------------------- __________________ (3) Because Riley Investment Management LLC has sole voting and investment power over security holdings of certain managed accounts of its investment advisory clients and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of the 290,820 shares of common stock held in investment advisory accounts of Riley Investment Management LLC. 3 CUSIP No. 561693102 ITEM 1. (a) Name of Issuer The Management Network Group, Inc. (b) Address of Issuer's Principal Executive Offices 7300 College Blvd., Suite 302 Overland Park, KS 66210 ITEM 2. 1. Riley Investment Management LLC (Delaware limited liability company) Bryant Riley (individual residing in California) (b) Address of Principal Business Office or, if none, Residence 1. 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 (c) Citizenship United States (d) Title of Class of Securities Common Stock (e) CUSIP Number 561693102 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(b) OR 240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (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). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); 4 CUSIP No. 561693102 (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). 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. For each Reporting Person: (a) Amount beneficially owned: Please see Line 9 on the cover sheet for each reporting person (including footnotes thereto). (b) Percent of class: Please see Line 11 on the cover sheet for each reporting person (including footnotes thereto). (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Please see Line 5 on the cover sheet for each reporting person (including footnotes thereto). (ii) Shared power to vote or to direct the vote: Please see Line 6 on the cover sheet for each reporting person (including footnotes thereto). (iii) Sole power to dispose or to direct the disposition of: Please see Line 7 on the cover sheet for each reporting person (including footnotes thereto). (iv) Shared power to dispose or to direct the disposition of: Please see Line 8 on the cover sheet for each reporting person (including footnotes thereto). 5 CUSIP No. 561693102 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 [X]. INSTRUCTION: Dissolution of a group requires a response to this item. 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 (b) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): 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 CUSIP No. 561693102 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. Date: February 12, 2010 Riley Investment Management, LLC By: /s/ Bryant R. Riley ------------------------------------- Bryant R. Riley, Managing Member By: /s/ Bryant R. Riley ------------------------------------- Bryant R. Riley 7 -----END PRIVACY-ENHANCED MESSAGE-----