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 4, 2007
THE MANAGEMENT NETWORK GROUP, INC.
(Exact name of company as specified in its charter)
Delaware 0-27617 48-1129619
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
7300 College Boulevard, Suite 302, Overland Park, Kansas 66210
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(Address of principal executive offices) (Zip code)
(913) 345-9315
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(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 CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING
On April 4, 2007, the Company received a Nasdaq Staff Determination Letter
stating that the Company is not in compliance with Nasdaq Marketplace Rule
4310(c)(14). The Letter was issued in accordance with Nasdaq procedures because
the Company did not timely file its Annual Report on Form 10-K for the year
ended December 30, 2006.
In response to a similar letter received on November 15, 2006 following its
failure to timely file its Form 10-Q for the quarter ended September 30, 2006,
the Company requested and was granted a hearing before a Nasdaq Listing
Qualifications Panel. The Listing Qualifications Panel hearing took place on
January 25, 2007. On February 26, 2007, the Listing Qualifications Panel granted
the Company's request for continued listing on the Nasdaq Global Market,
provided it files the delinquent Form 10-Q for the period ended September 30,
2006 on or before May 14, 2007. The Company is working diligently to meet this
deadline.
The April 4, 2007 Staff Determination Letter states that the December 30, 2006
Form 10-K filing delinquency serves as an additional basis for delisting the
Company's securities from the Nasdaq Global Market. The Company's common stock
will continue to be listed on the Nasdaq Global Market as the Company works to
become current in all of its filings, including the Form 10-K for the year ended
December 30, 2006, by the Listing Qualifications Panel's May 14, 2007 deadline.
The Company's failure to make all of its periodic filings on a timely basis
stems from the decision to undertake a comprehensive special committee review of
its historical options granting practices and related accounting. As detailed in
the Company's April 4, 2007 press release and current report on Form 8-K filed
on April 4, 2007, the special committee review is complete, and will result in
the filing of restated historical financial statements.
The Company is working to complete its restatement and become current with its
public filings as soon as possible. Presently, the Company anticipates meeting
all filing requirements prior to the May 14, 2007 deadline set by the Nasdaq
Listing Qualifications Panel.
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 April 9, 2007.
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: April 9, 2007 By: /s/ Donald E. Klumb
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Donald E. Klumb
Vice President and Chief Financial Officer