8-K 1 form8k_010807.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) January 2, 2007 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 8.01 Other Events On January 2, 2007, we closed the acquisition of 100% of the outstanding common stock of Cartesian Limited, a United Kingdom company ("Cartesian"), originally announced in a current report on Form 8-K filed with the SEC on December 29, 2006. 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 in the amount of approximately $390,000 were paid by TMNG. TMNG has assumed all liabilities (including pension liabilities) of Cartesian, subject to certain tax indemnities on the part of the selling shareholders. Based upon our analysis of Cartesian and the transaction, we have determined that the transaction did not constitute a business combination involving a significant subsidiary as contemplated by SEC rules and, accordingly, no historical or pro forma financial information regarding Cartesian or the transaction is being provided with this report or by amendment hereto. 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: January 8, 2007 By: /s/Donald E. Klumb ---------------------------------- Donald E. Klumb Vice President and Chief Financial Officer