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):          December 9, 2009

Thomas Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-22010	72-0843540
(State or other jurisdiction of incorporation)	(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)

Registrant’s Telephone Number, including area code:  (972) 869-3400

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:

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

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

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

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

Item 3.01.              Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 9, 2009, Thomas Group, Inc. (the “Company”) received notice from the Nasdaq Stock Market that its application had been approved to transfer the listing of its common stock from the Nasdaq Global Market to the Nasdaq Capital Market.  The transfer will be effective at the opening of the market on December 11, 2009.  The Company will continue to trade under the symbol “TGIS.”

The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as the Nasdaq Global Market.  All companies listed on the Nasdaq Capital Market must meet certain financial requirements and adhere to Nasdaq’s corporate governance standards.  The Company elected to transfer the listing of its common stock to the Nasdaq Capital Market because it no longer met certain listing requirements of the NASDAQ Global Market.  The Company believes it is in compliance with all applicable criteria for continued listing on the Nasdaq Capital Market, but for the $1.00 per share minimum bid price requirement set forth in Listing Rule 5550(a)(2).  The Company will continue to monitor the bid price of its common stock and will consider available options if its common stock does not trade at a price level likely to result in the Company gaining compliance with Listing Rule 5550(a)(2) prior to the March 15, 2010 grace period deadline.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits.

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press Release dated December 10, 2009.

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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.
Date: December 11, 2009	By:	/ s / Earle Steinberg
		Earle Steinberg
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Thomas Group, Inc. Application for Listing on NASDAQ Capital
Market Approved Effective December 11, 2009

IRVING, TEXAS — December 10, 2009—Thomas Group, Inc. (NasdaqGM:TGIS), a global consulting firm, announced today that its application to transfer the listing of its common stock from the Nasdaq Global Market to the Nasdaq Capital Market has been approved by Nasdaq.  The transfer will be effective with the opening of Nasdaq’s market on Friday, December 11, 2009.  The Company’s common stock will continue to trade under the symbol “TGIS.”

The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as the Nasdaq Global Market. All companies listed on the Nasdaq Capital Market must meet certain financial requirements and adhere to Nasdaq’s corporate governance standards.  The Company elected to transfer the listing of its common stock to the Nasdaq Capital Market because it no longer met certain listing requirements of the NASDAQ Global Market.  The Company believes it is in compliance with all applicable criteria for continued listing on the Nasdaq Capital Market, except for the $1.00 per share minimum bid price requirement set forth in Listing Rule 5550(a)(2). Taking into account the applicable grace period, the Company has until March 15, 2010 to meet this requirement.

About Thomas Group

Thomas Group, Inc. (NasdaqGM:TGIS) is an operations management consulting firm that creates value for clients by delivering results, using experienced professionals and proven methods, to produce superior operational and financial performance. Thomas Group’s unique brand of process improvement and performance management services enable businesses to enhance operations, improve productivity and quality, reduce costs, generate cash and drive higher profitability. Known for Breakthrough Process Performance, Thomas Group creates and implements customized improvement strategies for sustained performance improvements in all facets of the enterprise in both industry and government. In industry it focuses on Aerospace and Defense, Automotive, Consumer and Retail Products, Distribution, Financial Services, Healthcare and Life Sciences, Manufacturing, Private Equity Owned Companies, Technology, and Transportation and Logistics. Thomas Group has offices in Dallas and Detroit. For more information, please visit www.thomasgroup.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act

Any statements in this release that are not strictly historical statements, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including general economic and business conditions that may impact clients and the Company’s revenues, timing and awarding of customer contracts, revenue recognition, competition and cost factors as well as other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Form 10-K for the year ended December 31, 2008. These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “could,” “should,” “may,” “would,” “continue,” “forecast,” and other similar expressions. These forward-looking statements speak only as of the date of this release. Except as required by law, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statementcontained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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Media Contact

Frank Tilley

Thomas Group, Inc.

ftilley@thomasgroup.com

972.869-3400

http://www.thomasgroup.com