- Current report filing (8-K)
August 02 2010 - 4:09PM
Edgar (US Regulatory)
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
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Date of report (Date of earliest event reported):
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July 28, 2010
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(Exact name of registrant as specified in its charter)
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Delaware
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0-22010
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72-0843540
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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5221 N. OConnor Blvd., Suite 500
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Irving, Texas
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75039
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone
Number, including area code:
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(972) 869-3400
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(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
July 28, 2010, the Board of Directors of
Thomas Group, Inc. (the
Company) appointed Frank Tilley as
Chief Financial Officer in addition to his other existing titles of Treasurer,
Vice President and Assistant Secretary. Mr. Tilley has served as the
Companys Interim Chief Financial Officer since April 2008 under an Executive
Services Agreement dated April 17, 2008 (the Agreement), between the
Company and Tatum, LLC, an executive services firm which provides interim,
full-time and project executives in finance and technology. In order to terminate this Agreement effective
August 1, 2010, the Company will pay a reduced termination fee to Tatum,
LLC monthly over the next five months beginning August 1, 2010.
No
changes were made by the Company in Mr. Tilleys compensation or
employment terms following termination of the Agreement with Tatum, LLC. Mr. Tilley has no ownership interest in
Tatum LLC.
Prior
to termination of the Agreement, Mr. Tilley had been associated with
Tatum, LLC for more than five years, and, while there, completed a number of
consulting assignments, and served as interim chief financial officer for ATI
Acquisition Company and its subsidiaries, an Arlington, Texas based education
company, and as interim chief financial officer of Carreker Corporation, an
enterprise software and consulting firm in Dallas, Texas.
The
appointment of Mr. Tilley as the Companys Chief Financial Officer and the
termination of the Agreement with Tatum, LLC were announced in a press release
issued by the Company on July 29, 2010, a copy of which is furnished
herewith and attached hereto as Exhibit 99.1.
Item
8.01. Other Events
On
July 29, 2010 the Company issued a press release announcing that the
Companys Board of Directors, on July 28, 2010, approved a reverse stock
split of the Companys Common Stock, par value $.01 per share, with an exchange
ratio of one new share for each five existing shares. The reverse stock split
will be effective as of 6:01 p.m. EDT on August 13, 2010. Computershare Trust Company, N.A. together
with its affiliate Computershare, Inc., the Companys Transfer Agent, will
act as Exchange Agent for the reverse stock split.
A copy of the press release
is furnished herewith and attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit Number
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Description
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99.1
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Press
Release dated July 29, 2010
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2
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.
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THOMAS
GROUP, INC.
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Date:
August 2, 2010
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By:
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/s/
FRANK W. TILLEY
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Frank
W. Tilley,
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Chief
Financial Officer and Vice President
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3
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