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):
July 30, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 30, 2007, we entered into a Membership Interest Purchase Agreement with
the members of RVA Consulting, LLC ("RVA"), a New Jersey limited liability
company, pursuant to which we have agreed to purchase 100% of the outstanding
membership interests of RVA for a total expected purchase price of approximately
$7.0 million, plus additional earn-out consideration of up to approximately $5.4
million in cash and equity tied to potential future operating results of RVA
after the closing date and other performance. The transaction with RVA is
expected to close in early August of 2007, subject to satisfaction of customary
pre-closing conditions. Additional information with respect to the transaction
is contained in the press release attached as Exhibit 99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Number Description
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99.1 Press Release dated August 1, 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: August 1, 2007 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 August 1, 2007.