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):
August 3, 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On August 3, 2007, we completed the acquisition of RVA Consulting, LLC, a New
Jersey limited liability company ("RVA"), pursuant to the terms of a previously
disclosed definitive agreement. RVA is a telecommunications consulting firm
based in Somerset, New Jersey.
We acquired RVA for a total purchase price of approximately $7 million, plus
potential earn-out consideration of up to $5.4 million in cash and equity tied
to future operating results of RVA and other performance. The sellers were RVA
Holdings, LLC, Mark Markowitz, Dale Reynolds and Dawn Saitta, all of whom were
unrelated to TMNG.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements required by this Item will be filed by amendment to
this Form 8-K no later than 71 days after the date on which this Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item will be filed by
amendment to this Form 8-K no later than 71 days after the date on which this
Form 8-K is required to be filed.
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 9, 2007 By: /s/ Donald E. Klumb
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Donald E. Klumb
Vice President and Chief Financial
Officer