DEFA14A

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):  March 5, 2014

The Management Network Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 0-27617  (Commission File Number) 48-1129619 (I.R.S. Employer Identification No.)

7300 College Boulevard, Suite 302

Overland Park, Kansas 66210

 (Address of principal executive office)(Zip Code)

(913) 345-9315

 (Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x  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 7.01            Regulation FD

The Management Network Group, Inc. (the "Company") intends to utilize an Investor Relations Presentation in meetings with investors and stockholders, which may contain non-public information.  A copy of the Investor Relations Presentation is attached as Exhibit 99.1 to this Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth in such filing.

Item 8.01 Other Information

Update Regarding Arbitration

As previously disclosed, Richard P. Nespola, the Company’s former chief executive officer, former chairman of the board and a former member of the Company’s Board of Directors, filed an action, Richard P. Nespola v. The Management Network Group, Inc., against the Company with the American Arbitration Association. In the action, Mr. Nespola claims, among other things, that the Company breached his employment agreement and an implied covenant of good faith and fair dealing by: (i) improperly deciding not to renew his employment agreement, and (ii) subsequently deciding to terminate his employment for cause. Mr. Nespola seeks in excess of $1.6 million in damages plus attorneys’ fees and costs.

The arbitrator in the proceeding has issued an interim award, finding that Mr. Nespola's employment was terminated without cause and that Mr. Nespola is entitled to severance under his employment agreement. In the second phase of the proceedings, the arbitrator will rule on Mr. Nespola's claim for damages, attorneys' fees and costs based upon the interim award and the Company's claim for certain attorneys' fees and costs. The Company is evaluating the interim award to determine the timing and amount of any accrual that may be appropriate as a result of the arbitrator's findings.

Cautionary Statement Regarding Forward Looking Statements

This Form 8-K and Exhibit 99.1 each contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, any statements that do not relate to historical or current facts constitute forward-looking statements, including any statements contained herein or therein that concern the Company or its management's intentions, expectations, or predictions of future performance. Forward-looking statements 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, the Company's ability to successfully complete and implement the proposed strategic relationship with Elutions, Inc.; the Company's ability to close the transactions contemplated by the Investment Agreement with Elutions, Inc.; the conditions in the telecommunications industry, overall economic and business conditions, the demand for the Company’s services (including the slowing of client decisions on proposals and project opportunities along with scope reduction of existing projects), the level of cash and non-cash expenditures incurred by the Company, technological advances and competitive factors in the markets in which the Company competes, the final outcome of the arbitration proceeding with Mr. Nespola, and the factors described in this Form 8-K and in the Company's filings with the Securities and Exchange Commission ("SEC"), including the risks described in its periodic reports filed with the SEC, including, but not limited to, “Cautionary Statement Regarding Forward Looking Information” under Part I of its Annual Report on Form 10-K for the fiscal year ended December 29, 2012 and subsequent periodic reports containing updated disclosures of such risks. These filings are available at the SEC’s web site at www.sec.gov. Any forward-looking statements made in this Form 8-K and in Exhibit 99.1 speak only as of the date of this Form 8-K. The Company does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances.

Where to Find Additional Information

The Company plans to file with the SEC a proxy statement for its 2014 annual meeting of stockholders that will include a proposal relating to the proposed transaction with Elutions, Inc. ("Annual Meeting Proxy Statement"). The Annual Meeting Proxy Statement will contain important information about the Company, the proposed transaction with Elutions, Inc. and related matters. Investors and stockholders are urged to read the Annual Meeting Proxy Statement carefully when it is available. The Annual Meeting Proxy Statement and any other relevant documents (when they become available) may be obtained free of charge at the SEC's web site at www.sec.gov and at the Company's web site at www.tmng.com or by directing a written request to: The Management Network Group, Inc., 7300 College Boulevard, Suite 302, Overland Park, Kansas 66210, attention Corporate Secretary.

Participants in the Solicitation

The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed approval of certain agreements and transactions with Elutions, Inc. Information about the executive officers and directors of the Company and their ownership of the Company's common stock is set forth in the Company's proxy statement for its 2013 annual meeting of stockholders, which was filed with the SEC on April 29, 2013, and in the Company's periodic and current reports and in statements of changes in beneficial ownership subsequently filed with the SEC, which are available free of charge as described in the preceding paragraph. The Company will provide more information about these potential participants in the Annual Meeting Proxy Statement and other relevant documents which may be filed with the SEC.

Item 9.01            Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Investor Relations Presentation dated March 2014.

SIGNATURES

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.
By:	/s/ Donald E. Klumb
	Donald E. Klumb Chief Executive Officer, President and Chief Financial Officer

Date: March 5, 2014

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Relations Presentation dated March 2014.

EX-99.1

www.cartesian.com

Confidential and Proprietary — Copyright © 2014 The Management Network Group, Inc. d/b/a Cartesian. All rights reserved.

No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or means (electronic,
mechanical, photocopy, recording or otherwise) without the permission of The Management Network Group.

Investor Relations Presentation

Presented by: Donald Klumb

March 2014

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Confidential and Proprietary — Copyright © 2014 The Management Network Group, Inc. d/b/a Cartesian. All rights reserved.

Cautionary Statement as to Forward-looking Statements

This presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. In particular, any statements that do not relate to historical or current facts
constitute forward-looking statements, including any statements contained herein or therein that concern
the Company or its management's intentions, expectations, or predictions of future performance. Forward-
looking statements 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, the Company's ability to
successfully complete and implement the proposed strategic relationship with Elutions, Inc.; the Company's
ability to close the transactions contemplated by the Investment Agreement with Elutions, Inc.; the
conditions in the telecommunications industry, overall economic and business conditions, the demand for
the Company’s services (including the slowing of client decisions on proposals and project opportunities
along with scope reduction of existing projects), the level of cash and non-cash expenditures incurred by
the Company, technological advances and competitive factors in the markets in which the Company
competes, and the factors described in this presentation and in the Company's filings with the Securities
and Exchange Commission ("SEC"), including the risks described in its periodic reports filed with the SEC,
including, but not limited to, “Cautionary Statement Regarding Forward Looking Information” under Part I of
its Annual Report on Form 10-K for the fiscal year ended December 29, 2012 and subsequent periodic
reports containing updated disclosures of such risks. These filings are available at the SEC’s web site at
www.sec.gov. Any forward-looking statements made in this presentation speak only as of the date of this
presentation. The Company does not intend to update these forward-looking statements and undertakes no
duty to any person to provide any such update under any circumstances.

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Executive Summary

Summary

•Re-launching our Ascertain analytics platform, as a SaaS model which manages massive, complex,
and critical data for Tier 1 operators

•Industry know-how, and a track record of solving operational and business problems in TMT

•Ongoing commitment and focus through reorganization on optimizing our core business

•By leveraging our deep business and operational knowledge in TMT, we will jointly market
and deliver Elutions’ unique solutions to our customers

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’91

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’02

’03

’05

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For over 20 years, TMNG delivered deep subject matter expertise with a services focus
to clients in the TMT sector

Our History

We are here today to (re)introduce our company
and our plans for creating value for investors

1990

TMNG founded

Jan. 1999

IPO on NASDAQ
($78.5M)

Mar. 2002

Jan. 2007

Jan. 2012

Jan./Feb. 2014

Cartesian re-brand,
re-org, Elutions
partnership

Corporate Milestones

•Largely independent business units, assembled through acquisition

•Multiple customer-facing brands

•Deep subject matter expertise

•Strong client relationships

•Traditional professional service model

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Cartesian is a leading provider of professional services and managed solutions in the
global communications, technology and digital media sector

Company Overview

•Offices in Boston, Kansas City, London, New York and
Washington

•Onsite and offsite delivery models to suit client needs;
partner network of ICs, technology providers and SIs

•Clients across six continents include communications
service providers, technology vendors/OEMs, digital
media, financial companies and regulators

•Proven understanding of business strategy and client issues

•Expert assessments of operations, platforms, and business
processes to support corporate strategies

•Аward-winning technology platform and 20+ years
experience deploying solutions for CSPs

•Industry specialists, focusing exclusively on
communications, technology and digital media

•Expert operational know-how and project management
skills, with proven methodologies across content areas

•Several hundred consultants, averaging 15 years of
sector-specific experience

Capabilities

Global Reach

Industry Focus

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Our target clients are the global leaders in the communications, digital media,
technology and financial services sectors

Our Market

Mobile • Fixed • Cable/MSO • Satellite • Cloud & Hosting

Service Providers

Consumer Electronics • Enterprise • Software & Apps
Components • Infrastructure • Intermediaries •Integrators

Technology

Digital Media • Automotive • Energy • Hospitality

Health • Insurance • Retail

Media & Verticals

Government • Regulators • Industry Groups • Foundations

Influencers

Private Equity & Venture • Funds • Commercial Lenders

Investors

Our growth plans are focused on serving the largest players
in our target sector

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We are repositioning Cartesian in light of new market realities

Market Overview

Source: Ovum

We understand how to succeed in current market
conditions, and have already achieved measureable success

The Keys to Success

•Scale, in order to service large clients

•Strong customer relationships

•Solutions that reduce costs and
deliver efficiencies

•Vertical expertise

Global Telecom Revenue Growth

•Market saturation
in wireline,
wireless, pay TV

•Price erosion

Slowing Market
Growth

•Most markets
increasingly
dominated by 3-4
large players

•Similar trend in US
and Europe

Industry
Consolidation

Completed

Announced

+

+

+

+

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We now operate under a singe brand, Cartesian - a move the symbolizes our new vision
and unified approach to the market

New Brand

The New Brand

Acquired
2001

Acquired
2007

Founded 1990

Rigorous scientific principles

Intelligent, creative thinking

Deep technical expertise

Imaginative problem solving

René Descartes (Cartesius)

Analytic Excellence

Measurability

Reliability

Results

New, unified brand - 2014

Symbolizes:

Symbolizes:

Cartesian
Coordinate System

Inspiration for New Brand:

Identifying
Symbol

Name and
Logotype

Mathematician,
Philosopher,
Inventor of the
Cartesian
Coordinates

The new brand represents lasting, sustainable value for shareholders, employees, and customers

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Confidential and Proprietary — Copyright © 2014 The Management Network Group, Inc. d/b/a Cartesian. All rights reserved.

We have restructured the organization to optimize BAU and to better support growth
objectives

Company Structure

This structure supports all 3 parts of our growth strategy:

a)BAU optimization

b)Solution focus

c)Partnerships / M&A

Legacy Structure

Sales

Delivery

Sales

Delivery

Sales

Delivery

Sales

Delivery

New Cartesian Structure

One firm

Clear accountability for
revenue growth and
account ownership

Emphasis on solution
development, at scale

Flexible structure for
new solutions and
partnerships

Sales

North America

Sales

Europe

Delivery

Strategy

Execution

Managed
Solutions

Partner
Solutions

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Cartesian now provides a unified services portfolio under a single brand, sold through
our dedicated sales channel

Unified Service Portfolio

This unified approach is better for our customers, and
should allow us to more effectively drive cross-sale

Growth & Transformation

Market & Competitive Assessment

Go-to-Market Strategy

Corporate Strategic Planning

Deal Development and M&A

Legal & Regulatory Support

Program Management (PMO)

Operational Excellence

Product Design & Launch

OSS/BSS Transformation

Networks & Infrastructure

Business Assurance, Risk, Compliance

Ascertain® Platform Solutions

•Sales & Marketing Optimization

•Customer Lifecycle Management

•Device Lifecycle Management

•Assurance & Fraud

•Network & Provisioning

•Business Intelligence

Managed Analytics

Smart Building Solutions

Business Process Outsourcing

Strategy

Execution

Managed Solutions

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Managed Solutions

•Originally developed for revenue
assurance - carrier-grade, big
data implementations

•Features a newdata analytics
engine and UI

•Provides automation of common
operational processes

•Turnkey solutions addressing
common service provider needs:
revenue assurance, device
logistics, marketing campaign
analytics, network capacity
planning

•Our pro services capabilities are
inherent to the overall solution

Ascertain Overview

•Software combined with pro
services capability

•Flexible platform - reusable &
scalable

•SaaS model - not license

•10+ years of run-time
experience

Key Attributes

The repositioning of our pro services with Ascertain
provides a strong and differentiated value proposition

Security and Audit Layer

Consistent User Interface

Big Data

Outputs

Dashboards/Reports

Business Processes

Visualisation

Workflow

Business
Logic &
Analytics
Engine

Data Sources

Event data

Customer data

Enrichment data

Social media data

Third-party data

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Our success with Managed Solutions is exemplified in this client implementation

Managed Solutions

ECM is one offering in our suite of Managed Solutions, built on a common
technology core and supported by our pro services capabilities

Client Case Study

Client Benefits

Cartesian Solution

Client Context

•Loading, indexing and aggregating of
event data

•Handling of millions of records per day

•Low-latency search across 2 years of
data; 7 years of archival data storage

A comprehensive and fully managed
data store and big data analytics
solution

•A subsidiary of a Global
Telecom provider needed
a searchable data store to
replace legacy systems

•Client needs & objectives:

•OPEX reduction

•Regulatory compliance

•Improved business
intelligence

•Seamless access to data
from across the client
organization

•Scalable platform, handling
80M records daily

•Easy platform scaling using
commodity hardware

•Real-time identification of
rating issues

•User defined queries
through Query Builder
Tool.

Ascertain Event Data Store (EDS)

Key Capabilities Include:

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Our approach to Managed Solutions creates value for Cartesian and for our customers

Managed Solutions

Managed solutions provide a path to recurring revenues and improved margins

Managed Solution Model

Development is leveraged across multiple customers

Customer
Deployment 1

Customer
Deployment 2

Customer
Deployment 3

Solution A

(e.g., Right Bill)

Customer
Deployment 4

Solution B

(e.g., SmartXchange)

Cartesian Benefits

•Recurring revenue - typical
contracts of 12-18 months

•Greater cost/capex leverage

•Differentiation from integration
from consulting with technology

•Cross-sales opportunities

•Deeper relationships with key
accounts

Customer Benefits

•Operational efficiency through
automation

•Faster impact and lower cost

•Solutions tailored to deliver ROI

•Expert advice and “so what”
messages

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Our recently announced partnership with Elutions is the result of a systematic process

Solution Partnerships

This process, which was executed over the past 12 months,
will be applied on an ongoing basis going forward

Strategic Partnership Process

2013/14 Outcome

•Alliances established as key part of our
corporate growth strategy

•Seeking revenue scale and differentiated
tie-in to pro services

•Energy = Large area of spend in TMT

•Energy = Complement to Cartesian
operational expertise

•Elutions = Industry leader in smart building
solutions for energy management

•Elutions = Multiple professional ties to our
exec team

•Joint sales team in place, with advanced
sales pipeline

•Identification of numerous areas for
collaborations (PMO, marketing)

Working Model
Development

Partner Selection

Target Market Selection

Partnership Rationale

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Why energy management?Why smart buildings?

Solution Partnerships

Large
Addressable
Market

Plays to
Cartesian
Strengths

Relevant Cartesian Assets

1.Sales channel and trusted customer relationships

2.Analytics capabilities

3.Knowledge of strategic and operational challenges
facing TMT players

4.Proven ability to deliver complex solutions that
create value for our customers

TMT Industry Issues

•Energy is a significant
expense (~1%-3% of
revenue)

•Lack of expertise in energy
management

Energy management
represents a key
need in TMT

This move aligns
with our capabilities,
relationships, and
growth strategy

Est. Addressable* US Service
Provider Energy Spend

This move aligns with our customers’ needs, Cartesian strengths, and our growth strategy

VZ, AT&T,

Sprint,

Comcast,

TWC

* Represents network operators only and assumes total energy spend is 0.8% of revenue with 50% of that addressable; Revenues for US fixed and wireless service providers based on Ovum

$1.92B

$1.36B

Total*

Major Target
Accounts

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Cartesian is partnering with Elutions to bring Smart Building solutions to the TMT sector

Solution Partnerships

SCADA

Power
Metering

Electricity

HVAC

Controller/

PLCs

Maestro Energy Management Platform

Analytics & Business Intelligence

•Managed solutions that deliver operational
intelligence and workflow process improvement

•Built on Maestro - a cloud-based, data analytics
platform

•Automated and intelligent control by linking to
existingsystems

•Consolidated view of facilities and asset
performance across the full estate

•Delivered via a shared savings model

Solution Overview

•Major OPEX reduction, -- energy savings of 16-25%

•High certainty of benefit from 20+ years experience

•Option for solutionfinancing - EBIT positive from
Year 1

•Capital-light business case -- payback in >32 months

•Operational intelligence and improvement

•Managed service model, withcontinued
optimization

•Support for environmental sustainability initiatives 

Customer Benefits

The customer value proposition is strong, and highly relevant to the TMT sector

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Our strategic partner, Elutions, is a leader in the smart building space with highly
complementary skill set

Solution Partnerships

The extent of Elutions’ investment signals their commitment
to Cartesian, and to the smart building market opportunity

Partnership Details

•Strategic relationship to market, sell and implement certain
products, solutions and services developed by Elutions pursuant
to a Market Development Agreement

•Success of partnership incentivized through the Investment
Agreement

•Key terms of the Investment Agreement:

•Elutions to buy 609,756 shares of Cartesian stock at $3.28

•Elutions to lend Cartesian (through UK subsidiaries) $3.3M (at
7.825%) that can be converted into 996,544 shares via a
Tracking Warrant ($3.28 exercise price)

•Subject to shareholder approval, Elutions has ability to acquire
3.4M additional shares via an Incentive Warrant (exercise price
between $3.85 and $4.85) by delivering a minimum of $85M of
partnership revenue over the next 5 years (number of
Incentive Warrants to be vested equals 4% of partnership
revenue up to cap).

•Opportunity for Cartesian to eliminate debt after 30 months
(or 18 months if share price is at $5.50)

Elutions Overview

•End-to-end energy solutions, including web-enabled application
software, wireless and wireline networking hardware, energy
management bureau services, and engineering and integration
services

•Centralized business operations intelligence spanning the entire
energy supply chain, all infrastructure, and all critical assets

•Improvement of business processes relative to critical asset and
enterprise infrastructure via turnkey application software and
intelligent hardware solutions

•2,750+ smart building deployments, with 30,000+ smart assets
under monitoring

•Offices in Tampa, Wisconsin, London, and Lyon, FR

•Founded in 1995

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We are repositioning Cartesian to better address market needs while still capitalizing
on our strengths in TMT

Market Positioning

•Our strong industry ties and
expertise have been, and will
continue to be, key drivers of
our success

•We will complement our
consultative capabilities with
replicable solutions

•The combination of technology
and know-how is a critical
differentiator

•A unified brand and
organization will enable greater
scale efficiency and market
impact

Vertical
Focus

Customer
Orientation

Product Orientation

Generalist

Service Focus

Solution

Market Positioning

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Confidential and Proprietary — Copyright © 2014 The Management Network Group, Inc. d/b/a Cartesian. All rights reserved.

Executive Summary

Summary

•Re-launching our Ascertain analytics platform, as a SaaS model which manages massive, complex,
and critical data for Tier 1 operators

•Industry know-how, and a track record of solving operational and business problems in TMT

•Ongoing commitment and focus through reorganization on optimizing our core business

•By leveraging our deep business and operational knowledge in TMT, we will jointly market
and deliver Elutions’ unique solutions to our customers

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Confidential and Proprietary — Copyright © 2014 The Management Network Group, Inc. d/b/a Cartesian. All rights reserved.

Where to Find Additional Information

The Company plans to file with the Securities and Exchange Commission ("SEC") a proxy statement for its
2014 annual meeting of stockholders that will include a proposal relating to the proposed transaction with
Elutions, Inc. ("Annual Meeting Proxy Statement"). The Annual Meeting Proxy Statement will contain
important information about the Company, the proposed transaction with Elutions, Inc. and related matters.
Investors and stockholders are urged to read the Annual Meeting Proxy Statement carefully when it is
available. The Annual Meeting Proxy Statement and any other relevant documents (when they become
available) may be obtained free of charge at the SEC's web site at www.sec.gov and at the Company's web
site at www.tmng.com or by directing a written request to: The Management Network Group, Inc., 7300
College Boulevard, Suite 302, Overland Park, Kansas 66210, attention Corporate Secretary.

Participants in the Solicitation

The Company and its executive officers and directors may be deemed to be participants in the solicitation
of proxies from the stockholders of the Company in connection with the proposed approval of certain
agreements and transactions with Elutions, Inc. Information about the executive officers and directors of the
Company and their ownership of the Company's common stock is set forth in the Company's proxy
statement for its 2013 annual meeting of stockholders, which was filed with the SEC on April 29, 2013, and
in the Company's periodic and current reports and in statements of changes in beneficial ownership
subsequently filed with the SEC, which are available free of charge as described in the preceding
paragraph. The Company will provide more information about these potential participants in the Annual
Meeting Proxy Statement and other relevant documents which may be filed with the SEC.