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EX-10.1 - EXHIBIT 10.1 - 2012 EXECUTIVE INCENTIVE COMPENSATION PLAN - Cartesian, Inc.tmng-ex101.htm
EX-99.1 - EXHIBIT 99.1 - PRESS RELEASE - Cartesian, Inc.tmng-ex991.htm


 

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 12, 2012

The Management Network Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)
001-34006
 (Commission
File Number)
48-1129619
(I.R.S. Employer
Identification No.)

7300 College Boulevard, Suite 302
Overland Park, Kansas 66210
 (Address of principal executive office)(Zip Code)

(913) 345-9315
 (Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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:

¨   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 2.02            Results of Operations and Financial Condition.

On February 28, 2012, The Management Network Group, Inc. (the "Company") issued a press release announcing its financial results for its 2011 fourth quarter and full year ended December 31, 2011.  The press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed "filed" for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)        On February 12, 2012, the independent members of the Board of Directors (the “Board”) of the Company , upon the recommendation of the Compensation Committee of the Board, approved an executive incentive compensation plan for fiscal year 2012 (the “Plan”).  The Plan establishes a cash bonus pool (the “Pool”) for certain members of the Company's management team, including the Company’s named executive officers other than the Executive Chairman, if the Company earns at least $2,750,000 of non-GAAP EBITDA in fiscal year 2012 (“2012 Non-GAAP EBITDA”).  The calculation of 2012 Non-GAAP EBITDA excludes non-cash charges (e.g., share-based compensation expense) and may exclude extraordinary one-time items to the extent determined to be appropriate by the Compensation Committee.

The amount available for payment from the Pool (“Payout Amount”) shall be a specified lump sum amount at certain thresholds of 2012 Non-GAAP EBITDA (as reduced by the Payout Amount) per the following schedule:
 
Non-GAAP EBITDA
(Post Bonus) Exceeds
Payout Amount
$2,750,000
$450,000
$3,025,000
$575,000
$3,300,000
$700,000
$3,630,000
$770,000
$3,970,000
$830,000
$4,310,000
$890,000

In no event will the Payout Amount exceed $890,000.

The distribution of the Payout Amount, if any, among the Company’s participants will be determined by the Company’s Compensation Committee and/or independent directors at a later date.

The Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
 
 
 
 

 

 
 
Item 9.01            Financial Statements and Exhibits.
 
 Exhibit No.   Description
     
      10.1  
2012 Executive Incentive Compensation Plan
 
 
 
      99.1
 
Press Release dated February 28, 2012

 
 
 
 

 
 
SIGNATURES
 
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.
   
     
 
By:
/s/ Donald E Klumb
   
Donald E. Klumb
Chief Executive Officer, President and Chief Financial Officer

Date: February 28, 2012
 
 
 
 

 
 
 
 
EXHIBIT INDEX
 
 
 Exhibit No.   Description
     
      10.1  
2012 Executive Incentive Compensation Plan
 
 
 
      99.1
 
Press Release dated February 28, 2012