SC 13D 1 v370882_sc13d.htm SC 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

The Management Network Group, Inc.

(Name of Issuer)

 

 

Common Stock, $.005 par value per share

(Title of Class of Securities)

 

561693 10 2

(CUSIP Number)

 

Ben Keiser

Elutions, Inc.

601 East Twiggs Street

Tampa, Florida 33602

(813) 419-5500

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 25, 2014

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No. 561693102

 

1 NAMES OF REPORTING PERSONS

               Elutions, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨
(b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, AF (see Item 3)

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

Not Applicable

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

0

 

 
8

SHARED VOTING POWER

1,606,300

 

 
9

SOLE DISPOSITIVE POWER

0

 

 
10

SHARED DISPOSITIVE POWER

1,606,300

 

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,606,300

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.7% (see Item 5)

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

 

         

 

 
 

 

CUSIP No. 561693102

 

1 NAMES OF REPORTING PERSONS

               Engage Networks, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨
(b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF (see Item 3)

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

Not Applicable

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

0

 

 
8

SHARED VOTING POWER

1,606,300

 

 
9

SOLE DISPOSITIVE POWER

0

 

 
10

SHARED DISPOSITIVE POWER

1,606,300

 

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,606,300

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.7% (see Item 5)

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO, HC

 

         

  

 
 

  

CUSIP No. 561693102

 

1 NAMES OF REPORTING PERSONS

               Astra Family Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨
(b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF (see Item 3)

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

Not Applicable

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

0

 

 
8

SHARED VOTING POWER

1,606,300

 

 
9

SOLE DISPOSITIVE POWER

0

 

 
10

SHARED DISPOSITIVE POWER

1,606,300

 

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,606,300

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.7% (see Item 5)

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO, HC

 

         

  

 
 

  

CUSIP No. 561693102

 

1 NAMES OF REPORTING PERSONS

               Leventi Irrevocable Trust

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨
(b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF (see Item 3)

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

Not Applicable

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Wisconsin

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

0

 

 
8

SHARED VOTING POWER

1,606,300

 

 
9

SOLE DISPOSITIVE POWER

0

 

 
10

SHARED DISPOSITIVE POWER

1,606,300

 

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,606,300

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.7% (see Item 5)

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

 

         

 

 
 

 

CUSIP No. 561693102

 

1 NAMES OF REPORTING PERSONS
 
               William Doucas

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨
(b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF (see Item 3)

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

Not Applicable

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

0

 

 
8

SHARED VOTING POWER

1,606,300

 

 
9

SOLE DISPOSITIVE POWER

0

 

 
10

SHARED DISPOSITIVE POWER

1,606,300

 

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,606,300

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.7% (see Item 5)

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

         

 

 
 

 

CUSIP No. 561693102

 

1

NAMES OF REPORTING PERSONS

               Elizabeth Doucas

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨
(b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF (see Item 3)

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

Not Applicable

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

 

 

 

 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

0

 

 
8

SHARED VOTING POWER

1,606,300

 

 
9

SOLE DISPOSITIVE POWER

0

 

 
10

SHARED DISPOSITIVE POWER

1,606,300

 

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,606,300

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.7% (see Item 5)

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

         

 

 
 

 

Item 1. Security and Issuer

 

This Schedule 13D relates to the common stock, $.005 par value per share (the “Common Stock”), of The Management Network Group, Inc., a corporation incorporated under the laws of the State of Delaware (the “Issuer”).

 

The principal executive offices of the Issuer are located at 7300 College Boulevard, Suite 302, Overland Park, Kansas 66210.

 

Item 2. Identity and Background

 

(a) – (f) This Schedule 13D is being filed jointly by (a) Elutions, Inc. (“Elutions”), (b) Engage Networks, Inc. (“Engage Networks”), (c) Astra Family Holdings, LLC (“Astra Holdings”), (d) Leventi Irrevocable Trust (the “Leventi Trust”), (e) William Doucas and (f) Elizabeth Doucas (collectively, the “Reporting Persons”).

 

The business address of each of the Reporting Persons is 601 East Twiggs Street, Tampa, Florida 33602. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 99.1 hereto.

 

Elutions is a strategic global provider of operational business intelligence solutions that significantly improve energy efficiency, asset performance and workforce productivity. Engage Networks is a holding company, which directly owns 100% of the outstanding shares of Elutions. Astra Holdings directly owns a majority of the outstanding shares of Engage Networks. The Leventi Trust, for which Elizabeth Doucas serves as the trustee, owns 100% of Astra Holdings. The Leventi Trust is an irrevocable family trust established for the benefit of the children of William and Elizabeth Doucas. William Doucas is the Chairman and Chief Executive Officer of Elutions. The principal occupation of Elizabeth Doucas is serving as a director of Engage Networks.

 

The name, citizenship, occupation, and principal business address of each director and executive officer of Elutions and Engage Networks and the manager of Astra Holdings are provided in Schedule I attached hereto and incorporated by reference herein (the “Schedule I Persons”).

 

During the last five years, none of the Reporting Persons, nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Elutions, Engage Networks, and Astra Holdings are organized under the laws of the State of Delaware. The Leventi Trust is governed under the laws of the State of Wisconsin. William and Elizabeth Doucas are citizens of the United States of America.

 

 
 

 

Item 3. Source and Amount of Funds or Other Consideration

 

On February 25, 2014, Elutions entered into an Investment Agreement with the Issuer, pursuant to which the Issuer agreed to issue and sell and Elutions agreed to acquire shares of Common Stock of the Issuer, the Issuer agreed to issue stock purchase warrants to Elutions, and a subsidiary of Elutions agreed to loan funds to a subsidiary of the Issuer.

 

The Investment Agreement is part of a proposed strategic relationship between Elutions and the Issuer, pursuant to which the parties intend to work together to market, sell and implement certain products, solutions and services developed by Elutions. As part of the strategic relationship, the parties intend to implement the relationship through client agreements, bilateral agreements and commercial framework documents entered into or taking effect at closing and from time to time thereafter in the ordinary course of business outlining the terms of the parties' commercial relationship with respect to business development and providing products, solutions and services to clients. In the strategic relationship, the Issuer will work with Elutions with respect to the marketing, sale, installation and implementation of Elutions’ “Maestro” products, solutions and services currently developed or developed in the future.

 

Pursuant to the Investment Agreement, at the closing of the transactions following the waiver or satisfaction of certain conditions (the “Closing”), (a) the Issuer will issue and sell 609,756 shares of Common Stock (the “Closing Shares”) to Elutions at a price of $3.28 per share, for an aggregate purchase price of $2,000,000, (b) a subsidiary of Elutions will purchase at par and the Issuer's subsidiary, Cartesian Limited, will issue a non-convertible promissory note (the “Note”) payable to such subsidiary in an aggregate original principal amount of US$3,268,664, payable in equivalent Great Britain Pounds Sterling, and the Issuer will issue to Elutions a Common Stock Purchase Warrant (Tracking) related to the Note to purchase 996,544 shares of Common Stock of the Issuer for $3.28 per share (the “Tracking Warrant”), and (c) the Issuer will issue to Elutions a Common Stock Purchase Warrant (Commercial Incentive) pursuant to which Elutions can earn the right to purchase up to 3,400,000 shares of Common Stock of the Issuer at prices ranging from $3.85 per share to $4.85 per share based on the Issuer’s financial results related to certain customer contracts obtained jointly by the Issuer and Elutions (the “Incentive Warrant”). The Incentive Warrant and the Tracking Warrant are referred to collectively below as the “Warrants”.

 

The following provisions of the Investment Agreement are subject to the Issuer obtaining stockholder approval of these provisions in accordance with the rules of the Nasdaq Stock Market, LLC: (i) exercise of the Incentive Warrant, (ii) the effectiveness of the economic anti-dilution provisions in the Warrants described below and (iii) the right of Elutions to purchase additional securities of the Issuer, in connection with future issuances by the Issuer, pursuant to purchase rights in the Warrants and preemptive rights granted to Elutions in the Investment Agreement and described below. The Issuer has agreed in the Investment Agreement to present a proposal for the approval of these provisions at the Issuer’s 2014 annual meeting of stockholders, currently scheduled for June 2014.

 

 
 

 

The Investment Agreement contains a number of agreements and covenants, including (i) certain affirmative and negative covenants relating to the Note applicable to the Issuer and its subsidiaries, (ii) an agreement of the Issuer to assign to Elutions certain customer contracts obtained jointly with Elutions if a competitor acquires control of the Issuer, (iii) confidentiality restrictions applicable to both parties, (iv) a standstill agreement of Elutions, (v) an agreement of the parties to negotiate in good faith for the purchase by Elutions of additional shares of Common Stock equal to 6.5% of outstanding shares from the Issuer or in open market purchases if Elutions then owns or is vested with the right to acquire 38.5% of the shares of Common Stock then outstanding, subject to any applicable stockholder approval requirements, (vi) the grant of a right of first offer to Elutions to loan funds to the Issuer in the future if the Issuer intends to incur or assume indebtedness, subject to a number of exceptions, (vii) a grant of pre-emptive rights to Elutions with respect to future issuances and sales of equity securities by the Issuer, subject to a number of exceptions, (viii) the right of Elutions to designate one member of the Board of Directors of the Issuer if it meets certain ownership thresholds, and (ix) restrictions on transfers of the acquired securities. Under the Investment Agreement, the parties will enter into a Registration Rights Agreement at Closing pursuant to which Elutions will be granted certain piggyback and shelf registration rights with respect to the resale of shares of Common Stock.

 

The Note to be issued at Closing by the Issuer’s subsidiary, Cartesian Limited, in the aggregate original principal amount of US$3,268,664, bears interest at the rate of 7.825% per year, payable monthly, and matures in five years. The Note may be called by the holder at any time and may be prepaid by Cartesian Limited after 18 months if the trading price of the Issuer’s common stock exceeds $5.50 per share for a specified period of time and may be prepaid by Cartesian Limited at any time after 30 months. The obligations of Cartesian Limited under the Note will be guaranteed by the Issuer and will be secured by certain assets relating to client contracts involving Elutions. Amounts outstanding under the Note may be applied to the exercise price of the Common Stock under the Tracking Warrant. Upon occurrence of an event of default, the Note would bear interest at 9.825% per year and could be declared immediately due and payable.

 

Under the Tracking Warrant to be issued to Elutions at the Closing, Elutions may acquire 996,544 shares of Common Stock of the Issuer for $3.28 per share at any time and from time to time within six years after the issuance of the Tracking Warrant. The Issuer may require Elutions to exercise or forfeit the Tracking Warrant at any time (i) after 18 months if the trading price of the Issuer’s common stock exceeds $5.50 per share for a specified period of time and the Issuer meets certain cash and working capital thresholds and (ii) after 30 months if the Issuer meets certain cash and working capital thresholds. To the extent amounts are outstanding under the Note, Elutions and the Issuer (if the Issuer is requiring exercise of the Tracking Warrant by Elutions as described above) may offset such amounts against the exercise price for shares of Common Stock acquired under the Tracking Warrant.

 

 
 

 

Under the Incentive Warrant to be issued to Elutions at Closing, Elutions can earn the right to purchase up to 3,400,000 shares of Common Stock of the Issuer at prices ranging from $3.85 per share to $4.85 per share based on the Issuer’s financial results as described below. The Incentive Warrant expires six years after the date of issuance. The right to acquire shares pursuant to the Incentive Warrant may be earned by Elutions based upon certain revenues or cash received by the Issuer under customer contracts acquired jointly with Elutions through a five year period after the date of issuance of the Incentive Warrant. The number of shares of Common Stock that may be acquired under the Incentive Warrant is determined by dividing four percent of such revenues and cash recognized or received by the Issuer in each year during the five year period by the warrant exercise price per share for that year. In addition, the right to acquire shares may vest at the end of the five-year period for contracts that have been signed and with respect to which revenues are expected to be earned or cash is expected to be received after the end of the five-year period. The exercise price increases $0.25 per year for shares earned in each year of the five-year period and is payable in cash, provided that Elutions has the right to utilize a cashless exercise procedure to acquire shares of Common Stock under the Incentive Warrant for a limited period of time each year after the right to acquire such shares vests. Any shares utilized to exercise such cashless exercise right will not reduce the maximum number of shares that may be earned and acquired under the Incentive Warrant.

 

Each of the Warrants has economic anti-dilution protection provisions which provide for adjustments in the Warrants in the event of issuances or deemed issuances of shares of Common Stock by the Issuer at a price less than market price at the time of issuance, subject to a number of exceptions. Each of the Warrants also permits Elutions (subject to certain exceptions) to purchase shares in future equity offerings made by the Issuer on a pro rata basis to all stockholders, with such participation right based upon the maximum number of shares that may be purchased under the Warrant.

 

The Closing is subject to satisfaction of customary closing conditions under the Investment Agreement. The Investment Agreement may be terminated prior to Closing upon the mutual consent of the parties, upon material breach of a party causing a failure of a condition to Closing, or by any party not responsible for delay of the Closing if the Closing has not occurred by April 1, 2014. The Reporting Persons currently anticipate that the Closing will occur on March 17, 2014.

 

The source of funds for the purchase of the Closing Shares as described herein will be the working capital of Elutions. The source of funds for the purchase of the Note as described herein will be the working capital of Elutions’ subsidiary. The Reporting Persons currently anticipate that the source of funds for the exercise of any Warrants will be the working capital of Elutions or (x) in the case of the Tracking Warrant, an offset against the outstanding amount of the Note or (y) in the case of the Incentive Warrant, a cashless exercise of the Warrant.

 

The foregoing description of the Investment Agreement is qualified in its entirety by reference to the full text of the Investment Agreement incorporated by reference herein as Exhibit 99.2.

 

 
 

 

Item 4. Purpose of Transaction

 

The Reporting Persons intend to acquire the securities of the Issuer covered by this Schedule 13D for investment purposes. The Reporting Persons intend to continue to evaluate the Issuer’s business, financial condition, results of operations, capital structure, management, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons may seek the views of, hold discussions with and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer’s affairs. Depending on such evaluations, and subject to any applicable limitations under the Investment Agreement or the Securities Act of 1933, as amended, each Reporting Person may at any time and from time to time acquire Common Stock or other securities convertible or exchangeable for Common Stock or dispose of Common Stock or such other securities which it has acquired.

 

Any acquisition or disposition of Common Stock or such other securities by the Reporting Persons may be effected through open market or privately negotiated transactions, or otherwise. Any such transactions may be effected at any time and from time to time subject to any applicable limitations under the Investment Agreement or the Securities Act of 1933, as amended. Except as described herein, neither the Reporting Persons, nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has any present plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a) and (b)As of March 7, 2014, the Reporting Persons did not own any shares of Common Stock of the Issuer. However, as of March 7, 2014, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own) the 609,756 Closing Shares and the 996,544 shares of Common Stock subject to the Tracking Warrant, which Closing Shares and Tracking Warrant the Reporting Persons may be deemed to have a right to acquire within 60 days of February 25, 2014. The Closing Shares and the shares subject to the Tracking Warrant represent approximately 16.7% of the outstanding Common Stock of the Issuer, based on 8,031,774 shares of Common Stock outstanding as of February 21, 2014, as disclosed by the Issuer to Elutions in the Investment Agreement, plus the Closing Shares and the shares subject to the Tracking Warrant. Accordingly, the percentage of outstanding shares of Common Stock that may be beneficially owned by each Reporting Person is approximately 16.7%.

 

(c)None of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the Schedule I Persons, has engaged in any transactions in the Common Stock during the past 60 days except that Benjamin Keiser, an executive officer of Elutions, purchased 1,400 shares of Common Stock on March 4, 2014.

 

(d)No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock referred to in this Item 5.

 

(e)Not applicable.

 

 
 

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Except as set forth in Item 3 of this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or operation arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit No.

Exhibit Name

99.1 Joint Filing Agreement, dated March 7, 2014, among Elutions, Engage Networks, Astra Holdings, the Leventi Trust, William Doucas and Elizabeth Doucas
99.2 Investment Agreement, dated February 25, 2014, between Elutions and The Management Network Group, Inc. (incorporated by reference to Exhibit 10.1 to The Management Network Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2014).

 

 
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  March 7, 2014 

 

 

ELUTIONS, INC.

 

By: /s/ Christopher Voss

 

Name: Christopher Voss

Title: Chief Financial Officer

   
 

ENGAGE NETWORKS, INC.

 

By: /s/ Christopher Voss

 

Name: Christopher Voss

Title: Vice President, Secretary and Treasurer

   
 

ASTRA FAMILY HOLDINGS, LLC

 

By: /s/ Elizabeth Doucas

 

Name: Elizabeth Doucas

Title: Manager

   
 

LEVENTI IRREVOCABLE TRUST

 

By: /s/ Elizabeth Doucas

 

Name: Elizabeth Doucas

Title: Trustee

   
 

 

 

/s/ William Doucas

       William Doucas
   
 

 

/s/ Elizabeth Doucas

       Elizabeth Doucas
   
   
   
   

 

 
 

 

 Schedule I

 

Set forth below are the names, business addresses and present principal occupations of the directors and executive officers of Elutions and Engage Networks and the manager of Astra Holdings. Unless otherwise indicated, the present principal occupation of each person is with Elutions. The business address of each person is 601 East Twiggs Street, Tampa, Florida 33602. Unless otherwise indicated, all of the persons listed below are citizens of the United States of America. To the best knowledge of the Reporting Persons, except as set forth below, none of the persons listed below beneficially owns any shares of Common Stock of the Issuer.

 

Directors and Executive Officers of Elutions:

 

Name

 

Title/ Principal Occupation

 

Stock Ownership

 

Citizenship

William P. Doucas*   Chairman and Chief Executive Officer        
Christopher Voss*   Chief Financial Officer        
Philippe Grosjean   Chief Technology Officer       France
Dominic Jones   Chief Commercial Officer       Britain
Benjamin Keiser   Chief Risk Officer   1,400 shares of Common Stock    
John Lindup   Chief Operating Officer       Britain
Patrick Razavet   Chief Executive Officer – Europe & MEA       France

* Member of the Board of Directors

 

Directors and Executive Officers of Engage Networks:

 

Name  Title  Principal Occupation  Stock Ownership  Citizenship
Elizabeth Doucas*  Director  Director of Engage Networks      
William P. Doucas*  Chairman  Chairman and Chief Executive Officer of Elutions      
Christopher Voss  Vice President, Secretary and Treasurer  Chief Financial Officer of Elutions      

* Member of the Board of Directors

 

Manager of Astra Holdings:

 

Name

 

Title

 

Principal Occupation

 

Stock Ownership

 

Citizenship

Elizabeth Doucas   Manager   Director of Engage Networks        

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.

Exhibit Name

99.1 Joint Filing Agreement, dated March 7, 2014, among Elutions, Engage Networks, Astra Holdings, the Leventi Trust, William Doucas and Elizabeth Doucas
99.2 Investment Agreement, dated February 25, 2014, between Elutions and The Management Network Group, Inc. (incorporated by reference to Exhibit 10.1 to The Management Network Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2014).