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) February 26, 2007
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
As previously announced, on November 15, 2006, we received a letter from
the staff of The Nasdaq Stock Market stating that we were not in compliance with
Nasdaq Marketplace Rule 4310(c)(14) because we did not file our quarterly report
on Form 10-Q for the quarter ended September 30, 2006 by the due date therefor.
The filing of our September 30, 2006 Form 10-Q has been delayed pending
completion of a Special Committee review of our historical practices regarding
our stock option programs and related accounting. The November 15 letter advised
that this delinquency served as a basis for delisting our common stock from The
Nasdaq Stock Market. For additional information, see our Current Reports on Form
8-K dated November 13, 2006, November 15, 2006 and January 19, 2007.
We requested a hearing before a Nasdaq Listing Qualification Panel (the
"Panel") to review the staff determination. The hearing request automatically
stayed the delisting of our common stock.
The hearing was held on January 25, 2007. On February 26, 2007, the Nasdaq
staff informed us by letter that the Panel had decided to grant our request for
continued listing on the Nasdaq Stock Market, subject to the following
conditions:
1. On or about March 31, 2007, we must provide the Nasdaq Hearing Department
with a copy of the Special Committee's final report, including responses to
questions posed in an Addendum to the February 26, 2007 letter, or in the
alternative provide specific written responses to those questions. The questions
have to do with the subject matter, scope, process and findings of the Special
Committee review, any internal control and/or accounting weaknesses discovered
during the course of the Special Committee review, and remedial measures
recommended by the Special Committee and adopted by the Company.
2. On or before May 14, 2007, we must file our September 30, 2006 Form 10-Q
with any required financial statement restatements.
The February 26, 2007 letter further advised that if we are unable to file
our September 30, 2006 Form 10-Q by the May 14, 2007 exception deadline, then
our common stock will be delisted from Nasdaq effective May 15, 2007, unless the
Nasdaq Listing Hearing Review Council calls the matter for review and stays the
delisting.
We currently anticipate that the Special Committee will deliver its written
report on or before March 31, 2007, and that we will file our September 30, 2006
Form 10-Q and our December 30, 2006 Form 10-K containing any required
restatements by the May 14, 2007 Nasdaq exception deadline.
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: February 28, 2007 By: /s/ Donald E. Klumb
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Donald E. Klumb
Vice President and Chief Financial
Officer