8-K 1 a05-19580_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  February 22, 2005

 

Thomas Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

0-22010

 

72-0843540

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

5221 N. O’Connor Blvd., Suite 500

 

 

Irving, Texas

 

75039

(Address of Principal Executive Offices)

 

(Zip Code)

 

(972) 869-3400
(Registrant’s Telephone Number, Including Area Code)

 

N/A
(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:

 

o

 

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

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02  Results of Operations and Financial Condition

 

On February 22, 2005, Thomas Group, Inc. issued a press release announcing the results of operations and financial condition of Thomas Group, Inc. for the three months and fiscal year ended December 31, 2004. This press release is attached hereto as Exhibit 99.1.

 

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or 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 by specific reference in such a filing.  The press release contains and may implicate, forward-looking statements regarding the registrant and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

Item 7.01  Regulation FD Disclosure

 

Attached hereto as Exhibit 99.2 is the transcript of Thomas Group, Inc.’s earnings conference call and webcast conducted on February 23, 2005 to discuss its financial results for the three months and fiscal year ended December 31, 2004.  By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information is required by Regulation FD or that the information was material or non-public before the disclosure.  This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or 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 by specific reference in such a filing.  The Company assumes no obligation to update or supplement any forward-looking statements included in the transcript that become untrue because of new information, subsequent events, or otherwise.

 

Item 9.01  Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit Number

 

Description

 

The following exhibit to the Current Report of Form 8-K is not being filed, but is being furnished pursuant to Item 9.01:

 

99.1

 

Press Release dated February 23, 2005 announcing financial results for the three months and fiscal year ended December 31, 2004.

99.2

 

Transcript of Thomas Group, Inc.’s earnings conference call and webcast conducted on February 23, 2005 to discuss its financial results for the three months and fiscal year ended December 31, 2004.

 

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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.

 

 

 

 

Thomas Group, Inc.

 

 

 

 

(Registrant)

 

 

 

 

Date:

November 10, 2005

 

By:

/s/ James T. Taylor

 

 

 

 

James T. Taylor,

 

 

 

President & Chief Executive Officer

 

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