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) April 3, 2006
THE MANAGEMENT NETWORK GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27617 48-1129619
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
7300 College Boulevard, Suite 302, Overland Park, KS 66210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 345-9315
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 (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On April 3, 2006, we entered into an Asset Purchase Agreement with Adventis
Limited, a United Kingdom company ("Limited") and Adventis Corporation, a
Delaware corporation and the parent of Limited (together with Limited,
"Adventis"), pursuant to which we have purchased all of the assets used in the
operation of Adventis' international consulting business outside North America.
Adventis is a global consulting firm specializing in telecommunications,
technology and digital media. The acquired international operations of Adventis
consist of 27 consultants located primarily in London and Berlin with revenues
from clients in Europe and Asia. A press release announcing the acquisition is
attached as Exhibit 99.1 to this report.
The transaction was valued at a purchase price of approximately $1.65
million, with approximately $1.5 million paid in cash at closing, plus the
assumption of approximately $0.125 million in net working capital deficit. The
acquisition closed on April 3, 2006.
Behrman Capital and its affiliates (collectively referred to as "Behrman"),
an owner of 35% of TMNG's outstanding common stock, also owns 61% of the
outstanding common stock of Adventis Corporation. Grant G. Behrman and William
M. Matthes, who serve on our Board of Directors, are the Co-Managing Partners of
Behrman. Despite owning a majority of Adventis Corporation's common stock,
Behrman did not control Adventis at the time of this transaction. Adventis is
under the control of its senior secured creditors as it undergoes a sale of the
business. In order to execute this purchase as an arms-length transaction, TMNG
formed a Special Committee of the Board of Directors to evaluate the
acquisition. The Special Committee consisted of the four independent board
members not part of TMNG management or affiliated with Behrman. Behrman received
none of the proceeds of this transaction.
Item 9.01 Financial Statements and Exhibits
(C) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated April 3, 2006
SIGNATURE
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.
THE MANAGEMENT NETWORK GROUP, INC.
(Registrant)
Date: April 5, 2006 By:/s/ Donald E. Klumb
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Donald E. Klumb
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Document
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99.1 Press Release of Registrant, Dated April 3, 2006