-----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, C45iSvHM4yS1uPGg45BI2xMFnS6s80UIL8s4c7WLOyoJpbE4X79T+Cg2Gu1a9PSm ds59690QhkeHI01Ppx5jwA== 0001013816-06-000731.txt : 20061229 0001013816-06-000731.hdr.sgml : 20061229 20061229112654 ACCESSION NUMBER: 0001013816-06-000731 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061229 DATE AS OF CHANGE: 20061229 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: 061304481 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_122806.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) December 22, 2006 THE MANAGEMENT NETWORK GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-27617 48-1129619 ----------- ---------- -------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 7300 College Boulevard, Suite 302, Overland Park, KS 66210 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (913) 345-9315 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 1.01 Entry into a Material Definitive Agreement On December 22, 2006, we entered into a Share Purchase Agreement with the shareholders (the "selling shareholders") of Cartesian Limited, a United Kingdom company ("Cartesian"), pursuant to which we have agreed to purchase 100% of the outstanding stock of Cartesian from the selling shareholders for a total expected purchase price of approximately $4.9 million plus approximately $2.4 million for excess working capital making the total value of the transaction at closing approximately $7.3 million, plus up to approximately $7.8 million in potential future earnout consideration based upon the performance of Cartesian after the closing date. The consideration is expressed and payable in cash in British pounds. The selling shareholders will continue to be employed by and will manage Cartesian after the closing date pursuant to written employment agreements. The selling shareholders' transaction costs will be paid by TMNG. TMNG will assume all liabilities (including pension liabilities) of Cartesian, subject to certain tax indemnities on the part of the selling shareholders. Additional information with respect to the transaction is contained in the press release attached as Exhibit 99.1 to this report. We expect to close the transaction in early January 2007. There can be no assurance the transaction will close. Item 9.01 Financial Statements and Exhibits (d) EXHIBITS EXHIBIT NUMBER DESCRIPTION - -------------------- ------------------- 99.1 Press Release dated December 28, 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. (Registrant) Date: December 29, 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 December 28, 2006 EX-99 2 form8k_122806ex991.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 ACQUIRES U.K. CONSULTING, TECHNOLOGY FIRM CARTESIAN LIMITED Acquisition Creates Comprehensive Solution Set for Telecom, Cable Operators Overland Park, KS - December 28, 2006 - TMNG Global (Nasdaq: TMNG), a leading provider of management consulting services to the global communications, media and entertainment industries, today announced that it has signed a definitive agreement to acquire the outstanding stock of Cartesian Limited ("Cartesian"), a United Kingdom-based software engineering and consulting firm specializing in the interrelated sectors of telecom, technology and digital media. The transaction is expected to be closed in early January 2007. The total expected purchase price is approximately $4.9 million, plus approximately $2.4 million for excess working capital, making the total value of the transaction at closing approximately $7.3 million. Transaction terms call for additional consideration of up to approximately $7.8 million should Cartesian meet certain revenue and earnings objectives during the first four years following the closing of the transaction. The consideration is payable in British pounds. The current shareholders of Cartesian will continue to be employed by Cartesian following the closing date. Cartesian's software product suite, Ascertain, is comprised of a comprehensive and integrated suite of revenue assurance, mediation, service activation and data management software tools supporting the converging media, telecommunications and entertainment markets. In addition, its consultancy brings a proven solution to the Tier 1 TME sector, with a distinct emphasis on systems, information technology and programming. Cartesian has a high quality customer base, concentrated in the United Kingdom and western Europe, including Tier 1 wireless, wireline and cable operators. Cartesian recognized revenue of $12.5 million for the twelve months ended November 30, 2006. "This acquisition extends TMNG Global's consulting expertise for the telecom, media and entertainment communities and adds a sustainable new element to our business model," said Rich Nespola, Chairman and CEO of TMNG Global. "Cartesian brings a strong technology focus with its consulting operations, complementing our strength in business processes with true converged network expertise. Further, by adding the proprietary Ascertain software to our toolkit, TMNG can now take its clients from solutions to implementation. Cartesian's well-respected products, services, technical expertise, and commitment to customer needs during the past 10 years will help TMNG expand its sales channel in both North America and Europe, and we look forward to welcoming the executive management, technical and delivery teams to TMNG Global." "By joining TMNG, we can offer our clients an expanded, compelling offering that is strengthened by TMNG's best-in-class consulting capabilities. In addition, we will be able to leverage TMNG's extensive relationships in the media, telecom and entertainment marketplace to bring our solutions to a new set of companies," said Dr. Janos Sivo, Managing Director and co-founder of Cartesian. "We are looking forward to becoming part of a company with TMNG's reputation and caliber." 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, Denver, 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 expectations with respect to future business, revenues or profitability are subject to known and unknown risks, uncertainties, and contingencies, many of which are beyond the Company's control, which may cause actual results, performance, or achievements to differ materially from those projected or implied in such forward-looking statements. Factors that might affect actual results, performance, or achievements include, among other things, conditions in the telecommunications industry, overall economic and business conditions, the demand for the Company's services and products offered by TMNG and Cartesian, the outcome, timing and impact of a review of TMNG's historical practices regarding stock option programs and related accounting, which TMNG previously announced on November 13, 2006, the conclusions resulting from that review, and technological advances and competitive factors in the markets in which the Company competes. These risks and uncertainties are described in detail from time to time in TMNG's filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----