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):
November 15, 2006
THE MANAGEMENT NETWORK GROUP, INC.
(Exact name of company as specified in its charter)
Delaware 0-27617 48-1129619
- ---------------------------- ------------------------ ----------------------
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
7300 College Boulevard, Suite 302, Overland Park, Kansas 66210
----------------------------------------------------------
(Address of principal executive offices) (Zip code)
(913) 345-9315
----------------------------------------------------
(Registrant's telephone number, including area code)
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
On November 15, 2006, the Company received a letter from the staff of The Nasdaq
Stock Market stating that the Company is not in compliance with Nasdaq
Marketplace Rule 4310(c)(14) because the Company did not file its quarterly
report on Form 10-Q for the quarter ended September 30, 2006 by the due date
therefor. The Company has previously reported that it was not in a position to
file the Form 10-Q by the November 14, 2006 due date in light of a Special
Committee review of the Company's historical practices regarding its stock
option programs and related accounting. The Company has also previously reported
that it does not anticipate it will be in a position to file its third quarter
Form 10-Q within the five-day extension period under Rule 12b-25, and that it
notified the Nasdaq Stock Market of the Special Committee review and that the
quarterly filing would be delayed. The Nasdaq staff notice stated this
delinquency serves as a basis for delisting the Company's common stock from The
Nasdaq Stock Market. The Company plans to request a hearing before a Nasdaq
Listing Qualifications Panel (the "Panel") to review the staff determination.
The Company's hearing request will automatically stay the delisting of the
Company's common stock. Pending a decision by the Panel, the Company's shares
will continue to be listed on The Nasdaq Stock Market. There can be no assurance
the hearing will be successful and thus no assurance the Company's common stock
will not be delisted from Nasdaq in the future.
The Company has issued a press release relating to the receipt of the Nasdaq
staff determination letter. A copy of the press release is attached hereto as
Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Number Description
- --------------
99.1 Press Release, dated November 20, 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.
Date: November 20, 2006 By: /s/ Donald E. Klumb
----------------------------------
Donald E. Klumb
Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Number Description
- --------------
99.1 Press Release, dated November 20, 2006