-----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, Aapv0uwQxE8LtnyBqDM+/z7bIJZ3KZwQKwGzAt934brjDk9D/huI2vJYWY7jL527 Tl/ME+FQjyQg8Q6ZLqbMDQ== 0001013816-06-000664.txt : 20061120 0001013816-06-000664.hdr.sgml : 20061120 20061120170607 ACCESSION NUMBER: 0001013816-06-000664 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061115 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27617 FILM NUMBER: 061230596 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 8-K 1 form8k_112106.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2006 THE MANAGEMENT NETWORK GROUP, INC. (Exact name of company as specified in its charter) Delaware 0-27617 48-1129619 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission file number) (IRS Employer of incorporation) Identification Number) 7300 College Boulevard, Suite 302, Overland Park, Kansas 66210 ---------------------------------------------------------- (Address of principal executive offices) (Zip code) (913) 345-9315 ---------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On November 15, 2006, the Company received a letter from the staff of The Nasdaq Stock Market stating that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) because the Company did not file its quarterly report on Form 10-Q for the quarter ended September 30, 2006 by the due date therefor. The Company has previously reported that it was not in a position to file the Form 10-Q by the November 14, 2006 due date in light of a Special Committee review of the Company's historical practices regarding its stock option programs and related accounting. The Company has also previously reported that it does not anticipate it will be in a position to file its third quarter Form 10-Q within the five-day extension period under Rule 12b-25, and that it notified the Nasdaq Stock Market of the Special Committee review and that the quarterly filing would be delayed. The Nasdaq staff notice stated this delinquency serves as a basis for delisting the Company's common stock from The Nasdaq Stock Market. The Company plans to request a hearing before a Nasdaq Listing Qualifications Panel (the "Panel") to review the staff determination. The Company's hearing request will automatically stay the delisting of the Company's common stock. Pending a decision by the Panel, the Company's shares will continue to be listed on The Nasdaq Stock Market. There can be no assurance the hearing will be successful and thus no assurance the Company's common stock will not be delisted from Nasdaq in the future. The Company has issued a press release relating to the receipt of the Nasdaq staff determination letter. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Number Description - -------------- 99.1 Press Release, dated November 20, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE MANAGEMENT NETWORK GROUP, INC. Date: November 20, 2006 By: /s/ Donald E. Klumb ---------------------------------- Donald E. Klumb Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- 99.1 Press Release, dated November 20, 2006 EX-99 2 form8k_112106ex991.txt EXH. 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] CONTACT: The Management Network Group, Inc. or Brainerd Communicators Janet Hall Olga Shmuklyer (Media) Janet.Hall@tmng.com shmuklyer@braincomm.com 800.876.5329 Corey Kinger (Investors) kinger@braincomm.com 212.986.6667 TMNG GLOBAL RECEIVES ANTICIPATED NASDAQ NOTICE OF NON-COMPLIANCE; REQUESTING HEARING TO APPEAL Overland Park, KS - November 20, 2006 - TMNG Global (Nasdaq: TMNG), a leading provider of management consulting services to the global communications, media and entertainment industries, today announced it received a Nasdaq Staff Determination Letter on November 15, 2006 indicating the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14), which requires the Company to file with the Nasdaq Stock Market copies of all reports filed or required to be filed with the SEC, and that the Company's common stock is therefore subject to delisting from the Nasdaq Stock Market. TMNG anticipated receipt of this notice because, as previously disclosed, the ongoing Special Committee review of historical stock option grant practices and related accounting has caused the Company to delay the filing of its Form 10-Q for the period ended September 30, 2006. In accordance with Nasdaq procedures, TMNG plans to request an oral hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination and to present that panel with a plan for making all required filings and regaining compliance with the Nasdaq listing requirements. The request for a hearing will stay the delisting action referenced in the Staff Determination Letter until the Listing Qualifications Panel renders its decision. Pending the issuance of the Panel's decision subsequent to the hearing, the Company's shares will continue to trade on The Nasdaq Global Market under the symbol TMNG. There can be no assurance the Panel will grant the Company's request for continued listing, and thus no assurance that the Company's common stock will not be delisted from the Nasdaq Stock Market. TMNG intends to file its Form 10-Q as soon as practicable following the completion of the Special Committee review. About TMNG Global The Management Network Group, Inc. (Nasdaq: TMNG) is a leading provider of professional services to the converging communications industry and the financial services firms that support it. With more than 400 consultants worldwide, TMNG Global's clients include communications service providers, entertainment, media and technology companies, and financial services firms. Founded in 1990, TMNG Global has provided strategic and management consulting, as well as managed services, to more than 1000 clients worldwide, including all the Fortune 500 telecommunications companies. The company is headquartered in Overland Park, Kansas, with offices in Berlin, Boston, Chicago, London, New York, Dallas, Shanghai and Washington, D.C. TMNG Global can be reached at 1.888.480.TMNG (8664) or online at http://www.tmng.com. This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. In particular, any statements contained herein regarding the Nasdaq Staff Determination Letter, the requested hearing, and the Company's plan to regain compliance with Nasdaq listing requirements and its intention to file its third quarter 2006 Form 10-Q are subject to the Special Committee's review and other known and unknown risks, uncertainties, and contingencies. Factors that might affect actual results, performance, or achievements include, among other things, the outcome of the requested Nasdaq hearing, the outcome timing and impact of the Special Committee's review, the conclusions of the Special Committee resulting from that review, any adverse tax or accounting adjustments resulting from that review, conditions in the telecommunications industry, overall economic and business conditions, the demand for the Company's services, and technological advances and competitive factors in the markets in which the Company competes. In addition to the matters discussed in this press release, risks and uncertainties are described from time to time in TMNG's filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----