UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
Benjamin 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)
May 8, 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 Rules 13d-1(e), 13d-1(f) or 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)¨ | |||
| 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 | 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) 16.4% (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)¨ | |||
| 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) 16.4% (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)¨ | |||
| 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) 16.4% (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)¨ | |||
| 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) 16.4% (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)¨ | |||
| 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) 16.4% (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)¨ | |||
| 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) 16.4% (see Item 5)
| |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
| |||
Explanatory Note:
Items 3, 5 and 7 of the statement on Schedule 13D originally filed with the Securities and Exchange Commission by Elutions, Inc., Engage Networks, Inc., Astra Family Holdings, LLC, Leventi Irrevocable Trust, William Doucas and Elizabeth Doucas on March 7, 2014, as amended on March 19, 2014 (as amended, the “Schedule 13D”), relating to the common stock, $.005 par value per share (“Common Stock”) of The Management Network Group, Inc. (the “Issuer”), are hereby amended to the extent hereinafter expressly set forth. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
The agreement among the Reporting Persons relating to the joint filing of this Amendment No. 2 to the Schedule 13D is attached asExhibit 99.9 hereto.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended by adding the following paragraphs at the end thereof:
“On May 8, 2014, the Issuer and Elutions entered into Amendment No. 1 to the Investment Agreement (the “Amendment”), pursuant to which the Issuer canceled the previously issued Incentive Warrant and Tracking Warrant and issued to Elutions an Amended and Restated Common Stock Purchase Warrant (Commercial Incentive) and an Amended and Restated Common Stock Purchase Warrant (Tracking), with revised anti-dilution provisions.
Under the economic anti-dilution provisions that were included in the Warrants prior to their amendment on May 8, 2014, the Issuer was deemed to issue shares of Common Stock (which would potentially trigger the anti-dilution provisions in the Warrants) at the time it issued options, warrants or other rights to purchase shares of Common Stock or convertible securities, and at the time it issued convertible securities that were convertible into Common Stock. The Warrants were amended on May 8, 2014 to delete this provision and to also provide that the anti-dilution provisions will not apply to the issuance of Common Stock upon the exercise or conversion of options, warrants or similar rights or convertible securities that are not prohibited from being outstanding by the Investment Agreement, as amended.
In addition, the Amendment also amended the Investment Agreement to provide that prior to the earlier to occur of (i) the exercise or conversion of all of the shares of Common Stock subject to the Warrants and (ii) March 18, 2020, the Issuer and its subsidiaries will not, without the prior written consent of Elutions, issue options, warrants or similar rights or convertible securities, other than with respect to certain excluded issuances specified in the Amendment or pursuant to the Issuer’s stockholder rights plan.
The foregoing description of each of the Amendment, the Amended and Restated Common Stock Purchase Warrant (Tracking) and the Amended and Restated Common Stock Purchase Warrant (Commercial Incentive) is qualified in its entirety by reference to the full text thereof incorporated by reference herein asExhibit 99.10,Exhibit 99.11 andExhibit 99.12 respectively.”
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a), (b) and (c) of the Schedule 13D are hereby deleted and replaced in their entirety with the following:
“(a) and (b) As of May 19, 2014, Elutions owned the 609,756 Closing Shares and held all of the rights under the Tracking Warrant. 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. The Closing Shares and the shares subject to the Tracking Warrant represent approximately 16.4% of the outstanding Common Stock of the Issuer, based on 8,791,335 shares of Common Stock outstanding as of May 8, 2013, as disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 13, 2014,plus 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 16.4%.
To the knowledge of the Reporting Persons, none of the Schedule I Persons (other than Elizabeth Doucas and William Doucas as described above) beneficially owns any Common Stock except as set forth onSchedule I attached hereto.
| (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.” |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits herewith:
Exhibit No. | Exhibit Name | |
| 99.9 | Joint Filing Agreement, dated May 19, 2014, among Elutions, Engage Networks, Astra Holdings, the Leventi Trust, William Doucas and Elizabeth Doucas | |
| 99.10 | Amendment No. 1 to Investment Agreement dated May 8, 2014, between the Issuer and Elutions (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2014). | |
| 99.11 | Amended and Restated Common Stock Purchase Warrant (Tracking) dated May 8, 2014, between the Issuer and Elutions (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2014). | |
| 99.12 | Amended and Restated Common Stock Purchase Warrant (Commercial Incentive) dated May 8, 2014, between the Issuer and Elutions (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 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: May 19, 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 | ||
EXHIBIT INDEX
Exhibit No. | Exhibit Name | |
| 99.9 | Joint Filing Agreement, dated May 19, 2014, among Elutions, Engage Networks, Astra Holdings, the Leventi Trust, William Doucas and Elizabeth Doucas | |
| 99.10 | Amendment No. 1 to Investment Agreement dated May 8, 2014, between the Issuer and Elutions (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2014). | |
| 99.11 | Amended and Restated Common Stock Purchase Warrant (Tracking) dated May 8, 2014, between the Issuer and Elutions (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2014). | |
| 99.12 | Amended and Restated Common Stock Purchase Warrant (Commercial Incentive) dated May 8, 2014, between the Issuer and Elutions (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2014). |
