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): August 11, 2010

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 8.01.Other Events.

On August 11, 2010, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding Common Stock, par value $0.01 per share (the “Common Stock”), at an exchange ratio up to 1-for-5 effective at 6:01 p.m. ET on August 13, 2010.  As previously announced by the Company, the Reverse Stock Split and the Certificate of Amendment were approved by the Company’s Board of Directors on July 28, 2010, pursuant to authority granted by the stockholders of the Company at the Company’s 2010 Annual Meeting of Stockholders.  A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

As a result of the Reverse Stock Split, every five shares of the Company’s issued and outstanding Common Stock, all Treasury shares, and all unawarded or unvested shares under the company’s approved stock plans were combined into one share of Common Stock. The Reverse Stock Split did not change the number of authorized shares or par value of the Company’s Common Stock.  No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, fractional shares that would otherwise result from the Reverse Stock Split will be aggregated and sold by the Exchange Agent as soon as practicable at the prevailing prices on the open market. After completing the sale, stockholders otherwise entitled to fractional shares will receive a cash payment from the Exchange Agent in an amount equal to their pro rata share of the proceeds of that sale.

Trading of the Company’s Common Stock on The NASDAQ Capital Market (“NASDAQ”) will continue, on a Reverse Stock Split-adjusted basis, when trading begins on August 16, 2010.  To reflect the Reverse Stock Split, NASDAQ will append the fifth character “D” to the Company’s ticker symbol for 20 business days, beginning August 16, 2010. During that time, the Company’s Common Stock will continue to be listed on NASDAQ and trade under the symbol “TGISD.” The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 884402 207.

Computershare Trust Company, N.A. together with its affiliate Computershare, Inc., the Company’s Transfer Agent, will act as Exchange Agent for the Reverse Stock Split.  Transmittal letters will be provided to registered holders of the Company’s Common Stock providing instructions for the exchange of stock certificates.

The primary objective of the Reverse Stock Split is to maintain the Company’s listing on NASDAQ by regaining compliance with the minimum share price listing requirement. Additional information about the Reverse Stock Split is available in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2010.

On August 13, 2010, the Company issued a press release announcing the Reverse Stock Split.  A copy of the press release is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Thomas Group, Inc.
99.1	Press Release dated August 13, 2010.

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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:  August 16, 2010	By:	/s/ FRANK W. TILLEY
		Frank W. Tilley,
		Chief Financial Officer and Vice President

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

THOMAS GROUP, INC.

Thomas Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

FIRST:  The name of the Corporation is Thomas Group, Inc.

SECOND:  Pursuant to Section 242 of the Delaware General Corporation Law, this Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”).

THIRD:  The terms and provisions of this Certificate of Amendment (i) have been approved by the Board of Directors of the Corporation in a resolution setting forth and declaring advisable the amendment contained herein, and (ii) have been duly approved by the required number of shares of outstanding stock of the Corporation, in each case pursuant to and in accordance with Section 242 of the Delaware General Corporation Law.

FOURTH:  Article Fourth of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended by adding a new Section 3 thereof as follows:

“3.  Reverse Split.  Effective at 6:01 p.m., eastern time, on August 13, 2010 (the “Effective Time”), each five shares of Common Stock held of record as of the Effective Time or held in the Corporation’s treasury as of the Effective Time (collectively, the “Old Common Stock”) shall be automatically reclassified and converted, without further action on the part of the holder thereof, into one share of Common Stock.  No fractional share of Common Stock shall be issued to any holder of record of Old Common Stock upon such reclassification and conversion.  From and after the Effective Time, such holder shall have no further interest as a stockholder in respect of any such fractional share and, in lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Old Common Stock shall be issued to Computershare, the transfer agent, as agent for the accounts of all holders of record of Old Common Stock otherwise entitled to have a fraction of a share issued to them.  The sale of all of the fractional interests will be effected by the transfer agent as soon as practicable after the Effective Time on the basis of the prevailing market prices of the Common Stock at the time of sale.  After such sale and upon the surrender of the stockholders’ stock certificates, the transfer agent will pay to such holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock into which the shares of Old Common Stock represented by such certificate shall

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have been reclassified (as well as the right to receive cash in lieu of any fractional shares of Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall be issued, upon surrender of such certificate, a new certificate or certificates representing the appropriate number of whole shares of Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, as well as any cash in lieu of fractional shares of Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph.

Nothing contained in this Section 3 is intended to amend or modify Sections 1 or 2 of this Article Fourth.”

IN WITNESS WHEREOF, the Corporation has caused this certificate to be duly executed by its Chief Financial Officer, Vice President and Assistant Secretary this 11th day of August, 2010.

THOMAS GROUP, INC.
By:	/s/ Frank W. Tilley
	Frank W. Tilley
	Chief Financial Officer, Vice President and
	Assistant Secretary

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Thomas Group Announces Reverse Stock Split Effective on

NASDAQ Capital Market August 16, 2010

Intended to enable the Company to regain compliance with NASDAQ’s minimum closing bid price requirement

IRVING, TEXAS — August 13, 2010 - Thomas Group, Inc. (NasdaqCM: TGIS) (the “Company”), a global change management and operations improvement consulting firm, today announced that it has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-5 reverse stock split of its common stock that will become effective at end of business today. The reverse stock split-adjusted shares of the Company’s common stock will begin trading at the start of NASDAQ trading on Monday, August 16, 2010.  The Company’s shares will continue to trade on The NASDAQ Capital Market under the symbol “TGIS,” with the fifth character “D” added to the end of the trading symbol for a period of 20 trading days to indicate the reverse stock split has occurred.  On September 13, 2010, the Company’s symbol will revert to its original symbol “TGIS.”  A new CUSIP number has been assigned to Thomas Group’s common stock after the reverse stock split becomes effective.

The 1-for-5 reverse stock split will automatically convert all shares of the Company’s common stock issued and outstanding, all Treasury shares, and all unawarded or unvested shares under all approved stock plans of the Company to one new share of common stock.  The number of authorized shares of the Company’s common stock will remain unchanged at 25,000,000 shares.

The reverse stock split, which was approved by the Company’s shareholders on June 21, 2010, will reduce the number of shares of the Company’s outstanding common stock from approximately 10.8 million, as of the filing date of the Company’s most recent Quarterly Report on Form 10-Q (August 11, 2010), to approximately 2.2 million.

Computershare Trust Company, together with its affiliate Computershare, Inc., the transfer agent for the Company, will act as Exchange Agent for the exchange.

Stockholders will receive the forms and notices to exchange their existing shares of the Company’s common stock for new shares from the Exchange Agent or their broker after August 16, 2010. Any fractional shares resulting from the reverse stock split will be aggregated and sold by the Exchange Agent. Stockholders whose ownership interest will result in fractional shares as a result of the reverse stock split will receive a cash payment in lieu of the fractional shares based on their pro rata share of the sales proceeds for such fractional shares received by the Exchange Agent.

The purpose of the reverse stock split is to raise the per share trading price of the Company’s common stock to better enable the Company to maintain the listing of its common stock on The NASDAQ Capital Market (“NASDAQ”).   As previously announced, in order to maintain the Company’s listing on NASDAQ, on or before September 13, 2010, the Company’s common stock must have a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days.  If the Company is unable to meet this requirement, the NASDAQ Listing Qualifications Panel will issue a final determination to delist and suspend trading of the Company’s common stock.  There can be no assurance that the reverse stock split will have the desired effect of raising the closing bid price of the Company’s common stock prior to September 13, 2010 to meet this requirement.

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About Thomas Group

Thomas Group, Inc. (NasdaqCM:TGIS) is an international, publicly-traded professional services firm specializing in operations improvements and organizational change management. 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 business enterprise. Thomas Group has offices in Dallas and Washington, D.C. 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, lack of profitability and potential delisting, 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, 2009.  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 statement contained 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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For more information, contact

Frank Tilley

Chief Financial Officer

Thomas Group, Inc.

ftilley@thomasgroup.com

972.869.3400

http://www.thomasgroup.com