8-K 1 form8k_070207.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): July 2, 2007 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On July 2, 2007, TMNG Global announced that Behrman Capital has completed a privately negotiated transaction under which a group of investment firms have acquired Behrman Capital's 34.9% interest in TMNG Global. Additional details regarding the transaction are provided in the press release attached as Exhibit 99.1 to this report. With the completion of the transaction, Grant G. Behrman and William M. Matthes, who are affiliated with Behrman Capital, are resigning from TMNG Global's Board of Directors. TMNG's Board will begin a search for independent directors to fill the vacancies left by the resignations of Messrs. Behrman and Matthes. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Number Description 99.1 Press release dated July 2, 2007. 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: July 2, 2007 By: /s/ Donald E. Klumb ------------------------------------------ Donald E. Klumb Vice President and Chief Financial Officer