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):  June 1, 2011

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective June 1, 2011, the Board of Directors of Thomas Group, Inc. (the “the Company”) adopted Amendment No. 2 (the “Amendment”) to the Amended and Restated By-Laws of the Company (as previously amended, the “By-Laws”).  Previously, at a special meeting on May 26, 2011, the Board of Directors of the Company, as permitted by the By-Laws and Section 158 of the Delaware General Corporation Law, adopted a resolution providing that shares of the Company’s common stock, par value $.01 per share, will be uncertificated shares and, accordingly, all shares of the Company’s common stock issued thereafter will no longer be represented by a share certificate.  The ability to issue uncertificated shares allows the Company to become eligible to participate in the Direct Registration System that is currently administered by the Depository Trust Company. The Direct Registration System permits investors to have securities registered in their names without the issuance of physical certificates, and the electronic transfer of securities to effect transactions without transferring physical certificates.

The Amendment amends the following provisions of the By-Laws:

·Article VII, Section 1, to remove any requirement that the Company issue a share certificate to a shareholder of the Company upon the shareholder’s request;

·Article VII, Section 5, to clarify that a replacement share certificate may only be issued if the Company’s common stock is certificated; and

·Article III, Section 8, to permit notice of meetings of the Board of Directors to be given by electronic transmission.

A copy of the Amendment is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
3.1	Amendment No. 2 to Amended and Restated By-Laws of Thomas Group, Inc.

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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:	June 3, 2011	By:	/s/ Frank W. Tilley
			Frank W. Tilley,
			Chief Financial Officer and Vice President

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EX-3.1

Exhibit 3.1

AMENDMENT NO. 2

TO

AMENDED AND RESTATED BY-LAWS

OF

THOMAS GROUP, INC.

The following Amendment No. 2 to the Amended and Restated By-Laws of Thomas Group, Inc. (as previously amended, the “By-Laws”), is adopted by the Board of Directors of Thomas Group, Inc. effective as of June 1, 2011:

Article III, Section 8 of the By-Laws is hereby deleted in its entirety, and the following provision is substituted in its place and stead:

“Section 8.  Notice of Meetings.  Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required), stating the time, place and purposes thereof, shall be mailed to each Director, addressed to him at his residence or usual place of business, or shall be sent to him by facsimile or electronic transmission (provided, with respect to electronic transmission, that the director has consented to receive the form of transmission at the address to which it is directed), or shall be given personally or by telephone, on twenty-four (24) hours notice, or such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.  Notice of any such meeting need not be given to any Director, however, if waived by him before or after the other form of recorded communication, or if he shall be present at the meeting, except when he is present for the express purpose of objecting at the beginning of such meeting to the transaction of any business because the meeting is not lawfully called or convened.”

The first paragraph of Article VII, Section 1 of the By-Laws is hereby deleted in its entirety, and the following provision is substituted in its place and stead:

“Section 1. Stock Certificates.  Shares of capital stock of the Corporation may be certificated or uncertificated as determined by the Board.  In the event any shares are certificated, the certificates representing stock of the Corporation shall be in such form as shall be approved by the Board and shall be numbered and entered in the books of the Corporation as they are issued.  A certificate for shares of capital stock of the Corporation shall exhibit the holder’s name and number of shares and may be mechanically signed by (a) the Chairman of the Board or the President and (b) any of the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary (except that, when any such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or any employee, the signatures of any such officers may be facsimiles, engraved or printed), which may be sealed with the seal of the Corporation (which seal may be a facsimile, engraved or printed), certifying the number of shares of capital stock of the Corporation owned by such stockholder.  In case any officer who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer before such

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certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.”

Article VII, Section 5 of the By-Laws is hereby deleted in its entirety, and the following provision is substituted in its place and stead:

“Section 5.  Lost Certificates.  If the shares of capital stock of the Corporation have not become uncertificated, the Board may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.   When authorizing such issue of a new certificate, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.”

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