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) December 22, 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 December 22, 2006, we entered into a Share Purchase Agreement with the
shareholders (the "selling shareholders") of Cartesian Limited, a United Kingdom
company ("Cartesian"), pursuant to which we have agreed to purchase 100% of the
outstanding stock of Cartesian from the selling shareholders for a total
expected purchase price of approximately $4.9 million plus approximately $2.4
million for excess working capital making the total value of the transaction at
closing approximately $7.3 million, plus up to approximately $7.8 million in
potential future earnout consideration based upon the performance of Cartesian
after the closing date. The consideration is expressed and payable in cash in
British pounds. The selling shareholders will continue to be employed by and
will manage Cartesian after the closing date pursuant to written employment
agreements. The selling shareholders' transaction costs will be paid by TMNG.
TMNG will assume all liabilities (including pension liabilities) of Cartesian,
subject to certain tax indemnities on the part of the selling shareholders.
Additional information with respect to the transaction is contained in the press
release attached as Exhibit 99.1 to this report.
We expect to close the transaction in early January 2007. There can be no
assurance the transaction will close.
Item 9.01 Financial Statements and Exhibits
(d) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated December 28, 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: December 29, 2006 By: /s/Donald E. Klumb
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Donald E. Klumb
Vice President and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated December 28, 2006