0000922423-12-000002.txt : 20120103 0000922423-12-000002.hdr.sgml : 20120102 20120103162226 ACCESSION NUMBER: 0000922423-12-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120103 DATE AS OF CHANGE: 20120103 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: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 12502318 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: Stern Family Partners LP CENTRAL INDEX KEY: 0001537504 IRS NUMBER: 134052439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 708 THIRD AVENUE STREET 2: SUITE 1610 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-832-1200 MAIL ADDRESS: STREET 1: 708 THIRD AVENUE STREET 2: SUITE 1610 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 kl01001.htm SCHEDULE 13D AMENDMENT NO. 1 kl01001.htm  
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
 

SCHEDULE 13D
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
 
PURSUANT TO §240.13D-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)

The Management Network Group, Inc.
(Name of Issuer)
 
Common Stock, $0.005 par value
(Title of Class of Securities)
 
561693201
(CUSIP Number)
 
 Lawrence M. Stern Philip R. Weingold, Esq.
Stern Family Partners, L.P. Kramer Levin Naftalis & Frankel LLP
708 Third Avenue, Suite 1610  1177 Avenue of the Americas
New York, NY 10017  New York, NY 10036
(212) 832-1200  (212) 715-9435
   
  
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 23, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  □
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
 
* 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. 561693201

1
NAMES OF REPORTING PERSONS
 
Stern Family Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)         
(b)         
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
359,781
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
359,781
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
359,781
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
  
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON (See instructions)
PN
 

 
 
 
 


1
NAMES OF REPORTING PERSONS
 
Lawrence M. Stern
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)
(b)
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
359,781 (1)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
359,781 (1)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
359,781 (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON (See instructions)
IN

(1) Solely in his capacity as the sole general partner of Stern Family Partners, L.P.

 

 
 
 
 

 
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2011 (the “Schedule 13D”) by and on behalf of Stern Family Partners, L.P., a Delaware limited partnership (“Stern Family Partners”), and Lawrence M. Stern (“Mr. Stern” and, together with Stern Family Partners, the “Reporting Persons”) with respect to the common stock, $0.0005 par value per share (the “Common Stock”), of The Management Network Group, Inc., a Delaware corporation (the “Company”).
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and restated as follows:
 
The aggregate of 359,781 shares of Common Stock to which this Schedule 13D relates were acquired for an aggregate purchase price of approximately $871,000 using working capital of Stern Family Partners.
 
Item 4. Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
 
On December 23, 2011, Stern Family Partners delivered a further notice to the Company regarding the nomination of Mr. Stern for election as a director at the Company’s 2012 Annual Meeting of Stockholders, as contemplated by Section 2.5 of Article II of the Amended and Restated Bylaws of the Company.
 
Item 5. Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
 
(a)  
Stern Family Partners beneficially owns 359,781 shares of Common Stock, which constitutes approximately 5.1% of the outstanding shares of Common Stock.  Because of his position as the sole general partner of Stern Family Partners, Mr. Stern may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of the 359,781 shares of Common Stock held by Stern Family Partners, which constitutes approximately 5.1% of the outstanding shares of Common Stock.  Mr. Stern disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
 
(b)  
Stern Family Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 359,781 shares of Common Stock. As the sole general partner of Stern Family Partners, Mr. Stern may be deemed to have sole power to vote or to direct the vote and to dispose or to direct the disposition of 359,781 shares of Common Stock held by Stern Family Partners.
 
(c)  
From December 19, 2011 through January 3, 2012, Stern Family Partners effected the transactions in the Company’s securities (all of which transactions were effected in the open market) set forth on Schedule A attached hereto.
 
 

 
 
 
 

 
SIGNATURES
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.
 
 
Date: January 3, 2012
 
STERN FAMILY PARTNERS, L.P.
 
 
By: /s/ Lawrence M. Stern                                               
Name: Lawrence M. Stern
Title: Sole General Partner
 
 
 
 
    /s/ Lawrence M. Stern                                          
Lawrence M. Stern
 
 
 

 
 
 
 
 
 
 

 
SCHEDULE A TO AMENDMENT NO. 1 TO
 
SCHEDULE 13D FOR STERN FAMILY PARTNERS
 
Reporting Person
Date
Transaction
No. of Shares
Price per
Share ($)
Stern Family Partners
12/21/2011
Buy
300
1.55
Stern Family Partners
12/22/2011
Buy
400
1.47
Stern Family Partners
12/22/2011
Buy
400
1.55
Stern Family Partners
12/27/2011
Buy
4
1.625
Stern Family Partners
12/28/2011
Buy
100
1.44
Stern Family Partners
12/28/2011
Buy
100
1.48
Stern Family Partners
1/03/2012
Buy
300
1.65