CRTN / Cartesian, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Cartesian, Inc.
US ˙ OTC
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1094814
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cartesian, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
July 9, 2018 15-12G

CRTN / Cartesian, Inc. 15-12G

15-12G 1 form1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-27617 001-34006 Cartesian, Inc. (Exact nam

June 28, 2018 EX-3.1

STATE OF DELAWARE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CARTESIAN, INC.

EX-3.1 2 ex31.htm EXHIBIT 3.1 Exhibit 3.1 STATE OF DELAWARE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARTESIAN, INC. 1. Cartesian, Inc. (the “Corporation”), is a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”). 2. The Corporation was incorporated under the name of The Management Network Group, Inc. and the or

June 28, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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): June 28, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdiction of incorporation) (Commission File Numb

June 28, 2018 EX-3.2

AMENDED AND RESTATED BYLAWS CARTESIAN, INC. June 28, 2018 ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CARTESIAN, INC. June 28, 2018 ARTICLE I Shareholders Section 1.1. Annual Meetings. An annual meeting of the shareholders of the Corporation will be held for the election of directors on such date, and at such time and place, either within or without the State of Delaware, as the Board of Directors may from time to time designate within five months after t

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-195046 Registration Statement No.

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-195046 Registration Statement No.

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-195046 Registration Statement No.

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-195046 Registration Statement No.

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-195046 Registration Statement No.

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

S-8 POS 1 forms8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-19

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

S-8 POS 1 forms8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-19

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-195046 Registration Statement No.

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-195046 Registration Statement No.

June 28, 2018 S-8 POS

CRTN / Cartesian, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 28, 2018. Registration Statement No. 333-37304 Registration Statement No. 333-74940 Registration Statement No. 333-114979 Registration Statement No. 333-123948 Registration Statement No. 333-137869 Registration Statement No. 333-158500 Registration Statement No. 333-187619 Registration Statement No. 333-195046 Registration Statement No.

June 28, 2018 POS AM

CRTN / Cartesian, Inc. POS AM

POS AM 1 formposam.htm POS AM As filed with the Securities and Exchange Commission on June 28, 2018 Registration No. 333-198093 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST–EFFECTIVE AMENDMENT NO. 1 TO FORM S–3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARTESIAN, INC. (Exact name of registrant as specified in its charter) Delaware 48-1129619 (State or

June 5, 2018 DEFM14A

CRTN / Cartesian, Inc. DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement  o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

May 25, 2018 PREM14A

CRTN / Cartesian, Inc. PREM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant  o Check the appropriate box: ☑ Preliminary Proxy Statement  o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  o D

May 21, 2018 10-Q

CRTN / Cartesian, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified

May 17, 2018 DEFA14A

CRTN / Cartesian, Inc. DEFA14A

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): May 11, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdiction of incorporation) (Commission File Numbe

May 17, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8k.htm 8-K 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): May 11, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdiction of incorporation) (

May 15, 2018 NT 10-Q

CRTN / Cartesian, Inc. NT 10-Q

NT 10-Q 1 formnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Fo

May 15, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm 8-K 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): May 11, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdiction of incorporation) (

May 15, 2018 SC 14D9/A

CRTN / Cartesian, Inc. SC 14D9/A

SC 14D9/A 1 formsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) CARTESIAN, INC. (Name of Subject Company) CARTESIAN, INC. (Name of Person Filing Statement) Common Stock, $0.005 par value per share (Title of

May 15, 2018 SC TO-T/A

CRTN / Cartesian, Inc. / Cartesian Holdings Inc. - FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) CARTESIAN, INC. (Name of Subject Company (Issuer)) CARTESIAN HOLDINGS, INC. (Offeror) CARTESIAN HOLDINGS, LLC (Parent of Offeror) Blackstreet Capital Holdings, LLC (Other Person) (Names

April 27, 2018 10-K/A

CRTN / Cartesian, Inc. 10-K/A (Annual Report)

10-K/A 1 a2017form10-ka.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

April 10, 2018 SC 14D9

CRTN / Cartesian, Inc. SC 14D9

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CARTESIAN, INC. (Name of Subject Company) CARTESIAN, INC. (Name of Person Filing Statement) Common Stock, $0.005 par value per share (Title of Class of Securities) 146534102 (CUSIP

April 10, 2018 EX-99.(D)(7)

NON-DISCLOSURE AGREEMENT This Mutual Non-disclosure Agreement (the “Agreement”) is entered into and effective as of the 28 day of November, 2017, by and between: Blackstreet Capital Holdings, LLC, a Delaware LLC having the address specified on the si

EX-99.(D)(7) 8 s002178x1ex99d7.htm EXHIBIT 99(D)(7) Exhibit 99(d)(7) NON-DISCLOSURE AGREEMENT This Mutual Non-disclosure Agreement (the “Agreement”) is entered into and effective as of the 28 day of November, 2017, by and between: Blackstreet Capital Holdings, LLC, a Delaware LLC having the address specified on the signature page (the “Potential Acquiror”) - and - the undersigned Potential Acquire

April 10, 2018 EX-99.(A)(1)(D)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of Cartesian, Inc. at $0.40 Net Per Share by Cartesian Holdings, Inc. a wholly owned direct subsidiary of Cartesian Holdings, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MIN

EX-99.(A)(1)(D) 5 s002178x1exa1d.htm EXHIBIT (A)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Cartesian, Inc. at $0.40 Net Per Share by Cartesian Holdings, Inc. a wholly owned direct subsidiary of Cartesian Holdings, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MAY 11, 2018, UNLESS THE OFFER I

April 10, 2018 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL to Tender Shares of Common Stock of Cartesian, Inc. a Delaware corporation at $0.40 Net Per Share Pursuant to the Offer to Purchase dated April 10, 2018 by Cartesian Holdings, Inc. a wholly owned direct subsidiary of Cartesian H

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of Cartesian, Inc.

April 10, 2018 EX-99.(A)(1)(A)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of Cartesian, Inc. at $0.40 Net Per Share by Cartesian Holdings, Inc. a wholly owned direct subsidiary of Cartesian Holdings, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MIN

EX-99.(A)(1)(A) 2 s002178x1exa1a.htm EXHIBIT (A)(1)(A) TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Cartesian, Inc. at $0.40 Net Per Share by Cartesian Holdings, Inc. a wholly owned direct subsidiary of Cartesian Holdings, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MAY 11, 2018,

April 10, 2018 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock of Cartesian, Inc. a Delaware corporation at $0.40 Net Per Share Pursuant to the Offer to Purchase dated April 10, 2018 by Cartesian Holdings, Inc. a wholly owned direct subsidiary of Car

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock of Cartesian, Inc.

April 10, 2018 SC TO-T

CRTN / Cartesian, Inc. SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CARTESIAN, INC. (Name of Subject Company (Issuer)) CARTESIAN HOLDINGS, INC. (Offeror) CARTESIAN HOLDINGS, LLC (Parent of Offeror) Blackstreet Capital Holdings, LLC (Other Person) (Names of Filing Persons

April 10, 2018 EX-99.(A)(1)(G)

SUBSIDIARY OF BLACKSTREET LAUNCHES TENDER OFFER TO ACQUIRE CARTESIAN, INC. SHARES FOR $0.40 PER SHARE IN CASH

Exhibit (a)(1)(G) FOR IMMEDIATE RELEASE SUBSIDIARY OF BLACKSTREET LAUNCHES TENDER OFFER TO ACQUIRE CARTESIAN, INC.

April 10, 2018 EX-99.(A)(1)(E)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of Cartesian, Inc. at $0.40 Net Per Share by Cartesian Holdings, Inc. a wholly owned direct subsidiary of Cartesian Holdings, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MIN

Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Cartesian, Inc.

April 10, 2018 EX-1

Exhibit 1

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Common Shares of Cartesian, Inc.

April 10, 2018 SC 13D

CRTN / Cartesian, Inc. / Cartesian Holdings Inc. - SC 13D Activist Investment

SC 13D 1 s002178x3sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CARTESIAN, INC. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) Murry Gunty Cartesian Holdings, LLC 5425 Wisconsin Ave, Suite 701 Chevy Chase, Maryland 20

March 30, 2018 SC14D9C

CRTN / Cartesian, Inc. SC14D9C

SC14D9C 1 sc14d9cmarch302018.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CARTESIAN, INC. (Name of Subject Company (Issuer)) CARTESIAN, INC. (Names of Persons Filing Statement) Common Stock, par value $0.005 per share (Title of Class of Securitie

March 30, 2018 DEFA14A

CRTN / Cartesian, Inc. DEFA14A

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): March 30, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-112

March 30, 2018 EX-99.1

Press Release dated March 30, 2018.

EX-99.1 2 pressreleaseexhibit1.htm EXHIBIT 99.1 Exhibit 99.1 Cartesian Files Annual Report on Form 10-K for Fiscal Year 2017 Overland Park, KS - March 30, 2018 - Cartesian, Inc. (OTCQB: CRTN), a leading specialist provider of consulting services and managed solutions to leaders in the global communications, digital media and technology sectors (the “Company”), today announced that it has filed its

March 30, 2018 EX-99.1

Cartesian Files Annual Report on Form 10-K for Fiscal Year 2017

Exhibit 99.1 Cartesian Files Annual Report on Form 10-K for Fiscal Year 2017 Overland Park, KS - March 30, 2018 - Cartesian, Inc. (OTCQB: CRTN), a leading specialist provider of consulting services and managed solutions to leaders in the global communications, digital media and technology sectors (the “Company”), today announced that it has filed its Annual Report on Form 10-K for the fiscal year

March 30, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8k10kfilingmarch302018.htm 8-K 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): March 30, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

March 30, 2018 EX-10.33

Employment Agreement - Amendment #2, dated as of November 14, 2017, by and between Cartesian, Inc. and John C. Ferrara.

EX-10.33 2 exhibit1033.htm EXHIBIT 10.33 Exhibit 10.33 FERRARA EMPLOYMENT AGREEMENT - AMENDMENT #2 Cartesian, Inc. (the “Company”) and John Ferrara (“You” or “Employee”) entered into an Employment Agreement (the “Original Employment Agreement”) effective September 28, 2015, as amended by Amendment #1 thereto dated September 28, 2016 (the “First Amendment”). The Original Employment Agreement, as am

March 30, 2018 EX-10.39

Debenture Agreement dated March 27, 2018 and effective as of March 21, 2018 by and among Cartesian, Inc. and its subsidiaries included therein and Auto Cash Financing, Inc., is attached to this Form 10-K as Exhibit 10.39

Exhibit 10.39 DATED MARCH 27, 2018 THE ENTITIES LISTED IN Schedule 10 (as Chargors) and AUTO CASH FINANCING, INC. (as Lender) DEBENTURE 5 Fleet Place, London EC4M 7RD Tel: +44 (0)20 7203 5000 Fax: +44 (0)20 7203 0200 DX: 19 London/Chancery Lane www.charlesrussellspeechlys.com Exhibit 10.39 CONTENTS 1 DEFINITIONS 1 2 CONSTRUCTION 8 3 UNDERTAKING TO PAY 10 4 SECURITY 10 5 NEGATIVE UNDERTAKINGS 14 6

March 30, 2018 10-K

CRTN / Cartesian, Inc. 10-K (Annual Report)

10-K 1 cartesianinc10-k12302017doc.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

March 30, 2018 EX-10.34

Confidential Severance Agreement and Full and General Release, dated as of November 15, 2017, by and between Cartesian, Inc. and John C. Ferrara.

Exhibit 10.34 CONFIDENTIAL SEVERANCE AGREEMENT AND FULL AND GENERAL RELEASE The purpose of this Confidential Severance Agreement and Full and General Release (“Agreement”) is to set forth the terms and conditions of your separation from employment with Cartesian, Inc. (the “Company”). Unless otherwise defined herein, all capitalized terms used herein shall have the meaning ascribed to them in the

March 30, 2018 EX-10.35

Amended Stock Option Agreement dated November 14, 2017, by and between Cartesian, Inc. and John C. Ferrara. (1)

Exhibit 10.35 CARTESIAN, INC. EQUITY INCENTIVE PLAN AMENDED STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Cartesian, Inc. (the “Company”) Equity Incentive Plan (the "Plan") shall have the same defined meanings in this Amended Option Agreement. I. NOTICE OF STOCK OPTION GRANT Name: John Ferrara Address: 34 Black Rock Road, Cohasset, MA 02025 You have been granted

March 30, 2018 EX-21.1

List of subsidiaries of the Company, prepared pursuant to Item 601(b)(21) of Regulation S-K, is attached to this Form 10-K as Exhibit 21.1.

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY Name of Subsidiary Jurisdiction of Incorporation TMNG.COM, Inc. Delaware TMNG Europe Ltd. England and Wales TMNG Canada Ltd. Canada TMNG Marketing, LLC Kansas TMNG Technologies, Inc. Delaware Cambridge Strategic Management Group, Inc. (formerly TMNG Strategy, Inc.) Delaware Cambridge Adventis Ltd. England and Wales RVA Consulting, LLC New Jersey TWG Consult

March 30, 2018 EX-10.40

Employment Agreement dated as of July 19, 2017, by and between Cartesian, Inc. and Dermod Ranaghan, is attached to this Form 10-K as Exhibit 10.40. (1)

Descartes House 8 Gate Street London WC2A 3.14P United Kingdom +44 (0) 20 7643 5550 Telephone +44 (0) 20 7643 5556 Facsimile romv.cartesian.com Strictly Private & Confidential Dermod Ranaghan 19 July 2017 Dear Dermod, Contract of employment This letter is your contract of employment and includes a statement of the applicable terms of your employment as required by section 1 of the Employment Right

March 27, 2018 SC14D9C

CRTN / Cartesian, Inc. SCHEDULE 14D-9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CARTESIAN, INC. (Name of Subject Company (Issuer)) CARTESIAN, INC. (Names of Persons Filing Statement) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number of Class of Se

March 27, 2018 EX-2.1

Agreement and Plan of Merger dated March 21, 2018 by and among Cartesian, Inc., Cartesian Holdings, LLC, and Cartesian Holdings, Inc., filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2018 (File No. 001-34006), is incorporated herein by reference.

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CARTESIAN, INC., CARTESIAN HOLDINGS, LLC, and CARTESIAN HOLDINGS, INC. Dated as of March 21, 2018 TABLE OF CONTENTS Page 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 Directors Prior to the Effective Time 6 1.4 Transaction Expenses 7 2. THE MERGER 7 2.1 The Merger 7 2.2 Effective Time 7 2.3 Effects of the Merger 7 2.4 Closing o

March 27, 2018 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 21, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdiction of incorporation) (Commission File Num

March 27, 2018 EX-10.2

Security Agreement dated March 21, 2018 by and among Cartesian, Inc. and its subsidiaries included therein and Auto Cash Financing, Inc., filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2018 (File No. 001-34006), is incorporated herein by reference.

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Security Agreement"), effective as of March 21, 2018 (the "Effective Date"), by and among Cartesian, Inc.

March 27, 2018 EX-10.3

Debenture Agreement dated March 27, 2018 and effective as of March 21, 2018 by and among Cartesian, Inc. and its subsidiaries included therein and Auto Cash Financing, Inc., , filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2018 (File No. 001-34006), is incorporated herein by reference.

DATED 2018 THE ENTITIES LISTED IN Schedule 10 (as Chargors) and AUTO CASH FINANCING, INC.

March 27, 2018 EX-10.1

Term Loan Note for Working Capital dated March 21, 2018 between Cartesian, Inc. and Auto Cash Financing, Inc. , filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2018 (File No. 001-34006), is incorporated herein by reference.

TERM LOAN NOTE FOR WORKING CAPITAL $1,000,000.00 March 21, 2018 This Term Loan Note for Working Capital of Borrower (this "Working Capital Note") is being issued pursuant to Section 8.11(a) of that certain Agreement and Plan of Merger, among Borrower, Cartesian Holdings, LLC and Cartesian Holdings, Inc., dated the date hereof (the "Merger Agreement"). Initially capitalized terms shall have the mea

March 27, 2018 EX-4.1

Amendment No. 2, dated March 21, 2018, to the Amended and Restated Rights Agreement, dated as of July 19, 2010, by and between the Company and Computershare Trust Company, N.A , filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2018 (File No. 001-34006), is incorporated herein by reference as Exhibit 4.10.

AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 21, 2018 (this "Amendment"), between Cartesian, Inc. (f/k/a/ The Management Network Group, Inc.), a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent"). W I T N E S S E T H WHEREAS, on July 19, 2010,

March 27, 2018 EX-99.1

TENDER AND SUPPORT AGREEMENT

TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of March 21, 2018, is entered into by and among Cartesian Holdings, LLC, a Delaware limited liability company ("Parent"), Cartesian Holdings, Inc.

March 27, 2018 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among CARTESIAN, INC., CARTESIAN HOLDINGS, LLC, CARTESIAN HOLDINGS, INC. Dated as of March 21, 2018 TABLE OF CONTENTS

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CARTESIAN, INC., CARTESIAN HOLDINGS, LLC, and CARTESIAN HOLDINGS, INC. Dated as of March 21, 2018 TABLE OF CONTENTS Page 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 Directors Prior to the Effective Time 6 1.4 Transaction Expenses 7 2. THE MERGER 7 2.1 The Merger 7 2.2 Effective Time 7 2.3 Effects of the Merger 7 2.4 Closing o

March 27, 2018 DEFA14A

CRTN / Cartesian, Inc. FORM 8-K

DEFA14A 1 crtn-form8kmar272018.htm FORM 8-K 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): March 21, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdi

March 27, 2018 EX-99.1

TENDER AND SUPPORT AGREEMENT

TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of March 21, 2018, is entered into by and among Cartesian Holdings, LLC, a Delaware limited liability company ("Parent"), Cartesian Holdings, Inc.

March 27, 2018 EX-10.1

TERM LOAN NOTE FOR WORKING CAPITAL

TERM LOAN NOTE FOR WORKING CAPITAL $1,000,000.00 March 21, 2018 This Term Loan Note for Working Capital of Borrower (this "Working Capital Note") is being issued pursuant to Section 8.11(a) of that certain Agreement and Plan of Merger, among Borrower, Cartesian Holdings, LLC and Cartesian Holdings, Inc., dated the date hereof (the "Merger Agreement"). Initially capitalized terms shall have the mea

March 27, 2018 EX-10.3

THE ENTITIES LISTED IN Schedule 10 (as Chargors) AUTO CASH FINANCING, INC. (as Lender)

DATED 2018 THE ENTITIES LISTED IN Schedule 10 (as Chargors) and AUTO CASH FINANCING, INC.

March 27, 2018 EX-4.1

AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT

AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 21, 2018 (this "Amendment"), between Cartesian, Inc. (f/k/a/ The Management Network Group, Inc.), a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent"). W I T N E S S E T H WHEREAS, on July 19, 2010,

March 27, 2018 EX-10.2

SECURITY AGREEMENT

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Security Agreement"), effective as of March 21, 2018 (the "Effective Date"), by and among Cartesian, Inc.

March 22, 2018 SC14D9C

CRTN / Cartesian, Inc. SC14D9C

SC14D9C 1 schedule14d-9march222018.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CARTESIAN, INC. (Name of Subject Company (Issuer)) CARTESIAN, INC. (Names of Persons Filing Statement) Common Stock, par value $0.005 per share (Title of Class of Sec

March 22, 2018 DEFA14A

CRTN / Cartesian, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) o Defi

March 22, 2018 8-K

Financial Statements and Exhibits, Other Events

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): March 22, 2018 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-112

March 22, 2018 EX-99.1

Cartesian to be Acquired by Blackstreet Capital Holdings

Cartesian to be Acquired by Blackstreet Capital Holdings Overland Park, KS – March 22, 2018 – Cartesian, Inc.

February 9, 2018 SC 13G/A

CRTN / Cartesian, Inc. / HERSHEY MANAGEMENT I, LLC. - SC 13G/A Passive Investment

SC 13G/A 1 tv485502sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 7)* CARTESIAN, INC. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the a

January 29, 2018 SC 13G/A

CRTN / Cartesian, Inc. / Potomac Capital Management, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 tv484333sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14)* Cartesian, Inc. (Name of Issuer) Common Stock, par value $0.005 (Title of Class of Securities) 146534102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriat

December 20, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 20, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdiction of incorporation) (Commission File

December 20, 2017 EX-99.1

Cartesian Issues Statement on Status of Strategic Alternatives Review Process

EX-99.1 2 crtn-ex991.htm PRESS RELEASE Cartesian Issues Statement on Status of Strategic Alternatives Review Process Overland Park, KS – December 20, 2017 – Cartesian, Inc. (OTCQB: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, has issued a statement on the status of its previously disclosed strategic

December 5, 2017 EX-99.13

Joint Filing Agreement

Exhibit 99.13 Joint Filing Agreement The undersigned agree that the foregoing Amendment No. 4 to the statement on Schedule 13D, dated December 4, 2017, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k). Dated: December 4, 2017 ELUTIONS, INC. By: /s/ William Doucas Name: William Doucas Title: Chairman ENGAGE NETWORKS, INC. By:

December 5, 2017 SC 13D/A

CRTN / Cartesian, Inc. / Elutions, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cartesian, Inc. (Name of Issuer) Common Stock, $.005 par value per share (Title of Class of Securities) 561693 10 2 (CUSIP Number) Benjamin Keiser Elutions, Inc. 601 East Twiggs Street Tampa, Florida 33602 (813) 419-5500 (Name, Address and Telephone Numb

November 14, 2017 10-Q

CRTN / Cartesian, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as speci

November 13, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48

November 13, 2017 EX-99.1

Cartesian Reports Third Quarter 2017 Financial Results

Exhibit Exhibit 99.1 Cartesian Reports Third Quarter 2017 Financial Results Overland Park, KS ? November 13, 2017 ? Cartesian, Inc. (OTCQB: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the third quarter ended September 30, 2017. Revenues in the third quarter of 2017 de

November 13, 2017 25

CRTN / Cartesian, Inc. FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34006 Cartesian, Inc..; The NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter and name of Exchange where security is listed and/or registered) 7300 Colle

November 6, 2017 SC 13D/A

CRTN / Cartesian, Inc. / Mill Road Capital, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cartesian, Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) Mill Road Capital, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 0

November 2, 2017 EX-99.2

Cartesian Announces Exploration of Strategic Alternatives and Executive Management Changes

Exhibit Exhibit 99.2 Cartesian Announces Exploration of Strategic Alternatives and Executive Management Changes Overland Park, KS - November 2, 2017 - Cartesian? (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the global communications, technology and digital media industries, has announced today that a Strategic Review Committee of the Board is leading the proce

November 2, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

Document 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): October 30, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Num

November 2, 2017 EX-99.1

Cartesian Announces Intention to Voluntarily Delist from NASDAQ and List on the OTCQB Market

Exhibit Exhibit 99.1 Cartesian Announces Intention to Voluntarily Delist from NASDAQ and List on the OTCQB Market Overland Park, KS - November 2, 2017 - Cartesian? (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the global communications, technology and digital media industries, has notified the Nasdaq Stock Market (?Nasdaq?) of its intention to voluntarily delis

October 12, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 12, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-

October 12, 2017 EX-99.1

Cartesian Announces Appointment of Donald J. Tringali as Executive Chairman

Exhibit Exhibit 99.1 Cartesian Announces Appointment of Donald J. Tringali as Executive Chairman Overland Park, KS - October 12, 2017 - Cartesian? (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the global telecom, media and technology industries, today announced that Donald J. Tringali has been appointed as Executive Chairman of its Board of Directors. Mr. Tring

August 15, 2017 10-Q

CRTN / Cartesian, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 1, 2017 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified i

August 14, 2017 EX-99.1

Cartesian Reports Second Quarter 2017 Financial Results

Exhibit Exhibit 99.1 Cartesian Reports Second Quarter 2017 Financial Results Overland Park, KS ? August 14, 2017 ? Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the second quarter ended July 1, 2017. Q2 2017 Financial Highlights (results compare

August 14, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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 14, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Numb

May 16, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 1, 2017 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified

May 15, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-k1q2017earningsrelea.htm 8-K 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): May 15, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 00

May 15, 2017 EX-99.1

Cartesian Reports First Quarter 2017 Financial Results

EX-99.1 2 exhibit9911q2017earningsre.htm EXHIBIT 99.1 Exhibit 99.1 Cartesian Reports First Quarter 2017 Financial Results Overland Park, KS – May 15, 2017 – Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the first quarter ended April 1, 2017. Q1

May 15, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 15, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-1129

April 28, 2017 10-K/A

Cartesian 10-K/A (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

April 19, 2017 EX-99.1

Cartesian Enters Letter Agreement to Conclude the Farncombe Deferred Consideration and Earn-Out Payments

Exhibit Exhibit 99.1 Cartesian Enters Letter Agreement to Conclude the Farncombe Deferred Consideration and Earn-Out Payments Overland Park, KS - April 19, 2017- Cartesian? (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the global communications, technology and digital media industries, has entered into a letter agreement with the sellers of Farncombe agreeing t

April 19, 2017 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 17, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-11

April 19, 2017 EX-2.1

Letter Agreement, effective April 4, 2017, among Cartesian, Inc. and the Sellers referenced therein, filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2017 (File No. 001-34006) is incorporated herein by reference as Exhibit 2.2.

EX-2.1 2 exhibit21letteragreement.htm EXHIBIT 2.1 Exhibit 2.1 To: (1) Andrew Glasspool of Headley Lodge, Ockford Road, Godalming, Surrey GU7 1QP; (2) Stephen Upton of Manor Farm, East Dean, Salisbury SP5 1HB; (3) Mobiflux whose registered office is 8 avenue Villemain, 75014 Paris, France; (4) Gary Marshall of 57 Penn Lea Road, Bath, BA1 3RB; (5) Jean-Marc Racine of 8 avenue Villemain, 75014 Paris,

March 31, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 cartesianinc10-k12312016doc.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

March 31, 2017 EX-21.1

SUBSIDIARIES OF THE COMPANY

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY Name of Subsidiary Jurisdiction of Incorporation TMNG.COM, Inc. Delaware TMNG Europe Ltd. England and Wales TMNG Canada Ltd. Canada TMNG Marketing, LLC Kansas TMNG Technologies, Inc. Delaware Cambridge Strategic Management Group, Inc. (formerly TMNG Strategy, Inc.) Delaware Cambridge Adventis Ltd. England and Wales RVA Consulting, LLC New Jersey TWG Consult

March 29, 2017 EX-99.1

Cartesian Reports Fourth Quarter and Full Year 2016 Financial Results

Exhibit Exhibit 99.1 Cartesian Reports Fourth Quarter and Full Year 2016 Financial Results Overland Park, KS ? March 29, 2017 ? Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the fourth quarter and fiscal year ended December 31, 2016 . Q 4 2016 O

March 29, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 29, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-11

February 6, 2017 SC 13G/A

CRTN / Cartesian, Inc. / Potomac Capital Management, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 v458315sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13)* CARTESIAN, INC. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the a

January 25, 2017 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 cartesianform8knasdaqcompl.htm 8-K 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): January 23, 2017 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation

January 25, 2017 EX-99.1

Cartesian Regains Compliance with NASDAQ Minimum Bid Price Listing Requirement

Exhibit Exhibit 99.1 Cartesian Regains Compliance with NASDAQ Minimum Bid Price Listing Requirement Overland Park, KS ? January 24, 2017 ? Cartesian? (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the global telecom, media and technology industries, has announced today that the Company has regained compliance with the listing requirements of The NASDAQ Stock Mar

January 20, 2017 SC 13G/A

CRTN / Cartesian, Inc. / HERSHEY MANAGEMENT I, LLC. - SC 13G/A Passive Investment

SC 13G/A 1 v457299sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 6)* CARTESIAN, INC. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the ap

November 10, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48

November 10, 2016 EX-99.1

Cartesian Reports Third Quarter 2016 Financial Results

EX-99.1 2 exhibit9913q2016earningsre.htm EXHIBIT 99.1 Exhibit 99.1 Cartesian Reports Third Quarter 2016 Financial Results Overland Park, KS – November 10, 2016 – Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the third quarter ended October 1, 20

November 10, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 1, 2016 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specifie

September 30, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Document 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): September 28, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File N

September 30, 2016 EX-10.1

Employment Agreement, dated as of September 26, 2016, by and between Cartesian, Inc. and William Hill, filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2016 (File No. 001-34006) is incorporated herein by reference as Exhibit 10.36. (1)

Exhibit Exhibit 10.1 7300 College Boulevard Suite 302 Overland Park, KS 66210 USA +1 913 345.9315 Telephone +1 913 234.3383 Facsimile www.cartesian.com September 26, 2016 William Hill [Address removed] Dear Bill: This Agreement confirms the terms of Your employment as the President of Cartesian, Inc. (the ?Company?). 1. Term . The initial term of this Agreement shall be one year from the date firs

September 30, 2016 EX-10.3

Employment Agreement - Amendment #1, dated as of September 28, 2016, by and between Cartesian, Inc. and John C. Ferrara, filed as exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2016 (File No. 001-34006) is incorporated herein by reference as Exhibit 10.32.

Exhibit Exhibit 10.3 FERRARA EMPLOYMENT AGREEMENT - AMENDMENT #1 Cartesian, Inc. (the ?Company?) and John Ferrara (?You?) entered into an Employment Agreement (the ?Agreement?) effective September 28, 2015. The parties wish to amend the Agreement effective September 28, 2016 by replacing the clause 5(c) Stock Option Award in the Agreement with the following: 5(c) Stock Option Award . You will be g

September 26, 2016 EX-99.1

Cartesian Announces Listing Transfer to the Nasdaq Capital Market

Exhibit Exhibit 99.1 Cartesian Announces Listing Transfer to the Nasdaq Capital Market Overland Park, KS ? September 26, 2016 ? Cartesian? (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the global telecom, media and technology industries, has received approval from the NASDAQ Stock Market (Nasdaq) of the Company?s request to transfer listing of its common stock

September 26, 2016 8-K/A

Cartesian 8-K/A (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2016 (August 22, 2016) Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incor

September 21, 2016 8-K/A

Cartesian 8-K/A (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2016 (August 22, 2016) Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incor

August 26, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 22, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-1

August 26, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 22, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-1

August 24, 2016 SC 13D/A

CRTN / Cartesian, Inc. / PESSIN NORMAN H - NORMAN H PESSIN SC 13DA 8-23-2016 (CARTESIAN, INC) Activist Investment

SC 13D/A 1 formsc13da.htm NORMAN H PESSIN SC 13DA 8-23-2016 (CARTESIAN, INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1 )* Cartesian, Inc. (Name of Issuer) Common Stock, $0.005 par value (Title of Class of Securities) 146534 10 2 Cusip Number Norman H. Pessin 366 Madison Avenue, 14th Floor New York,

August 24, 2016 SC 13D/A

CRTN / Cartesian, Inc. / PESSIN NORMAN H - NORMAN H PESSIN SC 13DA 8-23-2016 (CARTESIAN, INC) Activist Investment

SC 13D/A 1 formsc13da.htm NORMAN H PESSIN SC 13DA 8-23-2016 (CARTESIAN, INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1 )* Cartesian, Inc. (Name of Issuer) Common Stock, $0.005 par value (Title of Class of Securities) 146534 10 2 Cusip Number Norman H. Pessin 366 Madison Avenue, 14th Floor New York,

August 16, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2016 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified i

August 16, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2016 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified i

August 15, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 15, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-1

August 15, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 15, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-1

August 15, 2016 EX-99.1

Cartesian Reports Second Quarter 2016 Financial Results

Exhibit 99.1 Cartesian Reports Second Quarter 2016 Financial Results Overland Park, KS – August 15, 2016 – Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the second quarter ended July 2, 2016. Q2 2016 Operational Highlights • Added to recent cust

August 15, 2016 EX-99.1

Cartesian Reports Second Quarter 2016 Financial Results

Exhibit 99.1 Cartesian Reports Second Quarter 2016 Financial Results Overland Park, KS – August 15, 2016 – Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the second quarter ended July 2, 2016. Q2 2016 Operational Highlights • Added to recent cust

August 15, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 15, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-1

August 15, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 15, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number ) 48-1

August 2, 2016 EX-10.2

Debenture (security agreement) dated July 29, 2016 between Cartesian Limited and RBS Invoice Finance Limited, filed as Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 2, 2016 (File No. 001-34006), is incorporated herein by reference as Exhibit 10.25.

Exhibit Exhibit 10.2 Debenture - Company/LLP THIS IS AN IMPORTANT DEED. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. IF YOU SIGN AND RBSIF IS NOT PAID YOU MAY LOSE THE ASSET(S) CHARGED. Client: CARTESIAN LIMITED Registered No: 03230513 Client?s Address for Service: DESCARTES HOUSE, 8 GATE STREET, LONDON, WC2A 3HP RBSIF: RBS Invoice Finance

August 2, 2016 EX-10.1

Invoice Discounting Agreement dated July 29, 2016 between Cartesian Limited and RBS Invoice Finance Limited, filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 2, 2016 (File No. 001-34006), is incorporated herein by reference as Exhibit 10.24.

Exhibit Exhibit 10.1 IDAGR0315 INVOICE DISCOUNTING AGREEMENT THIS AGREEMENT AND RBS INVOICE FINANCE LIMITED?S INVOICE DISCOUNTING TERMS AND PRICING TARIFF TOGETHER FORM AN IMPORTANT CONTRACT. YOU SHOULD TAKE LEGAL ADVICE BEFORE SIGNING. Date: 29/7/16 Client: CARTESIAN LIMITED RBSIF: RBS Invoice Finance Limited of Smith House, PO Box 50 Elmwood Avenue, Feltham, Middlesex, TW13 7QD RBSIF?s Invoice D

August 2, 2016 EX-99.1

Cartesian Enters into Invoice Discounting Agreement for Its EMEA Accounts Receivable New Agreement Frees up Additional Cash to Support Working Capital and Growth Initiatives

Exhibit Cartesian Enters into Invoice Discounting Agreement for Its EMEA Accounts Receivable New Agreement Frees up Additional Cash to Support Working Capital and Growth Initiatives Overland Park, KS ? August 2, 2016 ? Cartesian? (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media sector, has entered into an invoice discounting agreement with RBS Invoice Finance Limited for its Europe, Middle East, and Africa (EMEA) accounts receivable.

August 2, 2016 8-K

Cartesian FORM 8-K (Current Report/Significant Event)

Document 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 29, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number

July 28, 2016 SC 13D

CRTN / Cartesian, Inc. / PESSIN NORMAN H - NORMAN H. PESSIN SC 13D 7-27-2016 (CARTESIAN, INC) Activist Investment

SC 13D 1 formsc13d.htm NORMAN H. PESSIN SC 13D 7-27-2016 (CARTESIAN, INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Cartesian, Inc. (Name of Issuer) Common Stock, $0.005 par value (Title of Class of Securities) 146534 10 2 Cusip Number Norman H. Pessin 366 Madison Avenue, 14th Floor New York, NY

June 16, 2016 8-K

Cartesian 8-K (Current Report/Significant Event)

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): June 10, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-1129

June 8, 2016 8-K

Other Events, Submission of Matters to a Vote of Security Holders

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): June 7, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-11296

May 19, 2016 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K/A 1 v4403748ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2016 (April 22, 2016) Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdic

May 19, 2016 EX-16.2

May 19, 2016

Exhibit 16.2 May 19, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Cartesian, Inc.?s Form 8-K/A (Amendment No. 1) dated May 19, 2016, and have the following comments: 1. We agree with the statements made in paragraphs 1, 2, 3, and 4. 2. We have no basis on which to agree or disagree with the statements made in par

May 17, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 2, 2016 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified

May 16, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 crtn-form8kmay162016.htm FORM 8-K 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): May 16, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001

May 16, 2016 EX-99.1

Cartesian Reports First Quarter 2016 Financial Results GAAP Revenues in Q1 2016 Increased 13%

Cartesian Reports First Quarter 2016 Financial Results GAAP Revenues in Q1 2016 Increased 13% Overland Park, KS ? May 16, 2016 ? Cartesian, Inc.

April 28, 2016 DEF 14A

Cartesian DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ? Defi

April 27, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 22, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-112

April 27, 2016 EX-99.1

Cartesian Appoints Thomas Williams and Donald Tringali to Board of Directors

Exhibit 99.1 Cartesian Appoints Thomas Williams and Donald Tringali to Board of Directors Overland Park, KS ? April 27, 2016 ? Cartesian? (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media sector, has appointed Thomas Williams and Donald Tringali to the board of directors. The two new directors will replace

April 27, 2016 EX-99.1

Cartesian Appoints Thomas Williams and Donald Tringali to Board of Directors

Exhibit 99.1 Cartesian Appoints Thomas Williams and Donald Tringali to Board of Directors Overland Park, KS ? April 27, 2016 ? Cartesian? (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media sector, has appointed Thomas Williams and Donald Tringali to the board of directors. The two new directors will replace

April 27, 2016 DEFA14A

Cartesian 8-K

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 22, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-112

April 26, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 22, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-112

April 26, 2016 EX-10.1

Factoring Agreement dated April 22, 2016 between Cartesian, Inc. and RTS Financial Service, Inc., filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 26, 2016 (File No. 001-34006), is incorporated herein by reference as Exhibit 10.23.

Exhibit 10.1 FACTORING AGREEMENT THIS FACTORING AGREEMENT (the ?Agreement?) made and entered into this 22 day of APRIL, 2016 (the ?Effective Date?) by and between RTS FINANCIAL SERVICE, INC., (?Factor?), a Kansas Corporation; and CARTESIAN, INC. (?Assignor?), a Delaware Corporation. RECITALS 1. Assignor desires to sell to Factor certain existing and future Accounts Receivable (?Accounts?) arising

April 25, 2016 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 22, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-112

April 25, 2016 EX-16.1

April 25, 2016

Exhibit 16.1 April 25, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Cartesian, Inc.?s Form 8-K dated April 25, 2016, and have the following comments: 1. We agree with the statements made in the first sentence of paragraph 2, and paragraphs 3, 4, and 5. 2. We have no basis on which to agree or disagree with the st

April 1, 2016 EX-21.1

SUBSIDIARIES OF THE COMPANY

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY Name of Subsidiary Jurisdiction of Incorporation TMNG.COM, Inc. Delaware TMNG Europe Ltd. England and Wales TMNG Canada Ltd. Canada TMNG Marketing, LLC Kansas TMNG Technologies, Inc. Delaware Cambridge Strategic Management Group, Inc. (formerly TMNG Strategy, Inc.) Delaware Cambridge Adventis Ltd. England and Wales RVA Consulting, LLC New Jersey TWG Consult

April 1, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 2, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34006 CARTESIAN, INC.

March 31, 2016 EX-99.1

Cartesian Reports Fourth Quarter and Full Year 2015 Financial Results

crtn-ex991.htm Cartesian Reports Fourth Quarter and Full Year 2015 Financial Results Overland Park, KS ? March 31, 2016 ? Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the fourth quarter and fiscal year ended January 2, 2016. Q4 2015 Operational

March 31, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2016 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-112

February 5, 2016 SC 13G/A

Cartesian SC 13G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 5)* CARTESIAN, INC. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

January 27, 2016 SC 13G/A

CRTN / Cartesian, Inc. / POTOMAC CAPITAL MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* CARTESIAN, INC. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

November 17, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 3, 2015 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specifie

November 17, 2015 EX-10.4

CONFIDENTIAL TREATMENT PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED AN

Exhibit 10.4 CONFIDENTIAL TREATMENT PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. REDACTED PORTIONS ARE INDICATED WITH THE NOTATION “[***]” [Cartesian

November 12, 2015 EX-99.1

Cartesian Reports Third Quarter 2015 Financial Results

Exhibit 99.1 Cartesian Reports Third Quarter 2015 Financial Results Overland Park, KS ? November 12, 2015 ? Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported preliminary financial results for the third quarter ended October 3, 2015. The financial results are potentially

November 12, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-

October 7, 2015 EX-99.4

Farncombe Engineering Services Limited Report and Accounts 31 December 2014

Exhibit 99.4 Registered number 06581276 Farncombe Engineering Services Limited Report and Accounts 31 December 2014 Farncombe Engineering Services Limited Statement of Directors' Responsibilities The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year. Under

October 7, 2015 EX-99.5

CARTESIAN, INC. PRO FORMA COMBINED CONDENSED BALANCE SHEET As of July 4, 2015 (Unaudited) (In thousands)

Exhibit 99.5 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed balance sheet as of July 4, 2015 and unaudited pro forma combined condensed statements of operations for the fiscal year ended January 3, 2015 and the twenty-six weeks ended July 4, 2015, are based on the historical financial statements of Cartesian, Inc. (?Cartesian? or th

October 7, 2015 EX-99.2

Farncombe France SARL Financial accounts As of ended December 31, 2014

Exhibit 99.2 Farncombe France SARL Financial accounts As of ended December 31, 2014 Cabinet NAC SARL 33, rue de Miromesnil ? 75008 Paris - France Tel : +33 1 53 30 73 30 / Fax : +33 1 53 30 73 31 [email protected] Farncomb France SARL To the shareholders 243 rue de Vaugirard 75015 Paris Paris, October 5th, 2015 Independent Auditors? Report To the Board of France Farncombe SARL, In accordance wi

October 7, 2015 8-K/A

Cartesian AMENDED CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) 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 22, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdiction of (Commission (I.R

October 7, 2015 EX-99.3

Farncombe Technology Limited Report and Accounts 31 December 2014

Exhibit 99.3 Registered number 05997790 Farncombe Technology Limited Report and Accounts 31 December 2014 Farncombe Technology Limited Statement of Directors' Responsibilities The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year. Under that law the direct

October 1, 2015 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4214498k.htm CURRENT REPORT 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): September 29, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 00

October 1, 2015 EX-10.1

Employment Agreement, dated as of September 29, 2015, by and between Cartesian, Inc. and John C. Ferrara, filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2015 (File No. 001-34006) is incorporated herein by reference as Exhibit 10.31. (1)

Exhibit 10.1 7300 College Boulevard Suite 302 Overland Park, KS 66210 USA +1 913 345.9315 Telephone +1 913 234.3383 Facsimile www.cartesian.com September 29, 2015 John C. Ferrara Dear John: This Agreement confirms the terms of Your employment as Chief Financial Officer, constituting the roles of principal financial officer and principal accounting officer, of Cartesian, Inc. (the ?Company?). 1. Te

October 1, 2015 EX-99.1

Cartesian Promotes William Hill to President and Appoints John Ferrara as CFO

Exhibit 99.1 Cartesian Promotes William Hill to President and Appoints John Ferrara as CFO OVERLAND PARK, KS ? October 1, 2015 ? Cartesian? (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the communications, technology and digital media industries, has promoted SVP of business development, William Hill, to the new position of president. Hill also assumed the lead

October 1, 2015 EX-10.3

ARTICLE I. SEPARATION FROM EMPLOYMENT

Exhibit 10.3 September 29, 2015 Susan M. Simmons COO, Cartesian, Inc. Dear Ms. Simmons: This Separation Agreement (the ?Agreement?) is entered into by and between you and Cartesian, Inc. (the ?Company?), and confirms the agreement that has been reached with you in connection with your separation from employment as the Company's Chief Operating Officer. In consideration of the promises and the mutu

September 25, 2015 S-8

Cartesian FORM S-8

S-8 1 v420908s8.htm FORM S-8 As filed with the Securities and Exchange Commission on September 25, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 48-1129619 (State or other jurisdiction of incorporation

August 18, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 4, 2015 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified i

August 18, 2015 EX-10.6

Office Lease Agreement between Nine Penn Center Associates, L.P. and the Company, dated April 29, 2015, filed as exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2015 (File No. 001-34006) filed with the Securities and Exchange Commission on August 18, 2015, is incorporated herein by reference as Exhibit 10.29.

EXHIBIT 10.6 BNY MELLON CENTER 1735 Market Street Philadelphia, Pennsylvania OFFICE LEASE AGREEMENT BETWEEN NINE PENN CENTER ASSOCIATES, L.P., a Pennsylvania limited partnership (“LANDLORD”) AND CARTESIAN, INC., a Delaware corporation (“TENANT”) TABLE OF CONTENTS 1. Basic Lease Information. 1 2. Lease Grant. 3 3. Adjustment of Commencement Date; Possession. 3 4. Rent. 4 5. Compliance with Laws; Us

August 18, 2015 EX-10.7

First Amendment to Lease between Two Financial Center, LLC and the Company, dated May 24, 2015, filed as exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2015 (File No. 001-34006) filed with the Securities and Exchange Commission on August 18, 2015, is incorporated herein by reference as Exhibit 10.30.

EXHIBIT 10.7 Execution Copy TWO FINANCIAL CENTER Boston, Massachusetts FIRST AMENDMENT TO LEASE CARTESIAN, INC. First Amendment to Lease dated as of May 24, 2015 (“First Amendment”) between Two Financial Center, LLC, a Delaware limited liability company (“Landlord”) and Cartesian, Inc. f/k/a The Management Network Group, Inc., a Delaware corporation (“Tenant”). Background Landlord and Tenant are p

August 13, 2015 EX-99.1

Cartesian Reports Second Quarter 2015 Financial Results

crtn-ex991.htm Cartesian Reports Second Quarter 2015 Financial Results Overland Park, KS ? August 13, 2015 ? Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the second quarter ended July 4, 2015. Q2 2015 Operational Highlights ? Reorganized senior

August 13, 2015 8-K

Cartesian FORM 8-K (Current Report/Significant Event)

crtn-form8kaugust132015.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): August 13, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (C

July 23, 2015 EX-99.1

Cartesian Expands Global Capabilities with Acquisition of Farncombe Accretive Acquisition Expands Cartesian’s Services in Digital TV and Quad-play Offerings

EX-99.1 3 v416004ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Cartesian Expands Global Capabilities with Acquisition of Farncombe Accretive Acquisition Expands Cartesian’s Services in Digital TV and Quad-play Offerings Overland Park, KS – July 23, 2015 – Cartesian™ (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the global communications, technology and digital media ind

July 23, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 22, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-1129

July 23, 2015 EX-2.1

Share Purchase Agreement, dated July 22, 2015, among Cartesian, Inc. and the Sellers referenced therein, for the acquisition of the Farncombe Entities, filed as exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2015 is incorporated herein by reference as Exhibit 2.1.*

Exhibit 2.1 CONFIDENTIAL TREATMENT PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. REDACTED PORTIONS ARE INDICATED WITH THE NOTATION ?[***]? Dated 22 Jul

June 18, 2015 EX-10.3

Employment Agreement, dated as of June 3, 2015, by and between Cartesian, Inc. and Peter Woodward, filed as exhibit 10.3 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2015 (File No. 001-34006) is incorporated herein by reference as Exhibit 10.27. (1)

crtn-ex103.htm 7300 College Boulevard Suite 302 Overland Park, KS 66210 USA +1 913 345.9315 Telephone +1 913 234.3383 Facsimile www.cartesian.com June 3, 2015 Peter Woodward Dear Peter: This Agreement confirms the terms of Your employment as President and Chief Executive Officer of Cartesian, Inc. (the ?Company?). 1. Term. The initial term of this Agreement shall be one year from the date first no

June 18, 2015 EX-10.1

Cartesian, Inc. Equity Incentive Plan, filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2015 (File No. 001-34006) is incorporated herein by reference as Exhibit 10.26. (1)

crtn-ex101.htm Exhibit 10.1 CARTESIAN, INC. EQUITY INCENTIVE PLAN Cartesian, Inc. (f/k/a The Management Network Group, Inc.), originally established the The Management Network Group, Inc. 1998 Equity Incentive Plan, effective April 30, 1998 and The Management Network Group, Inc. 1998 Consultant Equity Incentive Plan, effective April 30, 1998. The Management Network Group, Inc. amended and restated

June 18, 2015 8-K/A

Cartesian FORM 8-K/A (Current Report/Significant Event)

crtn-form8kajun172015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

June 18, 2015 EX-10.4

Form of Stock Option Agreement, filed as exhibit 10.4 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2015 (File No. 001-34006) is incorporated herein by reference as Exhibit 10.28. (1)

crtn-ex104.htm Form of Stock Option Grant June 16, 2015 CARTESIAN, INC. EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Cartesian, Inc. Equity Incentive Plan (the "Plan") shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT Name Address 1 Address 2 You have been granted an option to purchase Common Sto

June 18, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 16, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-1129

June 9, 2015 8-K

Cartesian FORM 8-K (Current Report/Significant Event)

crtn-form8kjun82015.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): June 3, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commissi

June 9, 2015 EX-99.2

Cartesian Extends $2 Million Stock Repurchase Program

crtn-ex992.htm Exhibit 99.2 Cartesian Extends $2 Million Stock Repurchase Program OVERLAND PARK, Kan. ? June 9, 2015 ? The board of directors of Cartesian? (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the global communications, technology and digital media industries, has extended the company's stock repurchase program, which was set to expire on July 1, 2015.

June 9, 2015 EX-99.1

Cartesian Reorganizes Senior Management for Next Stage of Development Peter Woodward Appointed President, CEO and Interim CFO; Robert Currey Appointed Chairman of the Board

EX-99.1 4 crtn-ex991.htm EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Cartesian Reorganizes Senior Management for Next Stage of Development Peter Woodward Appointed President, CEO and Interim CFO; Robert Currey Appointed Chairman of the Board OVERLAND PARK, Kan. – June 9, 2015 – Cartesian™ (NASDAQ: CRTN), a leading provider of consulting services and managed solutions to the communications, technolog

June 9, 2015 EX-10.2

CONSULTING AGREEMENT

crtn-ex102.htm Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, made and entered into as of the 4th day of June, 2015 (the "Agreement"), by and between Cartesian, Inc., a Delaware corporation ("Company"), and Donald E. Klumb (the "Consultant"). RECITALS WHEREAS, the Company and the Consultant seek to enter into an arrangement pursuant to which the Consultant will make himself available

June 9, 2015 EX-10.1

ARTICLE I. SEPARATION FROM EMPLOYMENT

crtn-ex101.htm Exhibit 10.1 June 3, 2015 Donald E. Klumb CEO, President, and CFO Cartesian, Inc. Dear Mr. Klumb: This Separation Agreement (the ?Agreement?) is entered into by and between you and Cartesian, Inc. (the ?Company?), and confirms the agreement that has been reached with you in connection with your separation from employment as the Company's Chief Executive Officer, President, and Chief

May 19, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 4, 2015 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified

May 14, 2015 8-K

Cartesian FORM 8-K (Current Report/Significant Event)

crtn-form8kmay142015.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): May 14, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commiss

May 14, 2015 EX-99.1

Cartesian Reports First Quarter 2015 Financial Results Revenues of $18.1 Million Up 11% Year-over-Year

crtn-ex991.htm CONTACT: Brainerd Communicators, Inc. Ray Yeung (Media) [email protected] Corey Kinger (Investors) [email protected] 212.986.6667 Cartesian Reports First Quarter 2015 Financial Results Revenues of $18.1 Million Up 11% Year-over-Year Overland Park, KS ? May 14, 2015 ? Cartesian, Inc. (Nasdaq: CRTN), a specialist provider of consulting services and managed solutions to the global

May 1, 2015 DEF 14A

Cartesian DEF 14A

DEF 14A 1 v408209def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as pe

April 23, 2015 8-K

Cartesian FORM 8-K (Current Report/Significant Event)

crtn-form8kapr232015.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): April 17, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commi

April 14, 2015 S-8

Cartesian FORM S-8

S-8 1 v407088s8.htm FORM S-8 As filed with the Securities and Exchange Commission on April 14, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 48-1129619 (State or other jurisdiction of incorporation or o

April 3, 2015 EX-21.1

SUBSIDIARIES OF THE COMPANY

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY Name of Subsidiary Jurisdiction of Incorporation TMNG.COM, Inc. Delaware TMNG Europe Ltd. England and Wales TMNG Canada Ltd. Canada TMNG Marketing, LLC Kansas TMNG Technologies, Inc. Delaware Cambridge Strategic Management Group, Inc. (formerly TMNG Strategy, Inc.) Delaware Cambridge Adventis Ltd. England and Wales RVA Consulting, LLC New Jersey TWG Consult

April 3, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 3, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34006 CARTESIAN, INC.

February 26, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 crtn-form8kfeb262015.htm FORM 8-K 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 26, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation

February 26, 2015 EX-99.1

Cartesian Reports Fourth Quarter and Full Year 2014 Financial Results Strong Finish to Year with 34% Year-over-Year Revenue Growth in the Fourth Quarter, Bringing Full Year 2014 Revenues to $71.7 Million, up 29%

CONTACT: Brainerd Communicators, Inc. Ray Yeung (Media) [email protected] Corey Kinger (Investors) [email protected] 212.986.6667 Cartesian Reports Fourth Quarter and Full Year 2014 Financial Results Strong Finish to Year with 34% Year-over-Year Revenue Growth in the Fourth Quarter, Bringing Full Year 2014 Revenues to $71.7 Million, up 29% Overland Park, KS – February 26, 2015 – Cartesian, In

February 24, 2015 SC 13G/A

CRTN / Cartesian, Inc. / POTOMAC CAPITAL MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* CARTESIAN, INC. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

January 29, 2015 SC 13G/A

CRTN / Cartesian, Inc. / HERSHEY MANAGEMENT I, LLC. - AMENDMENT NO. 4 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 4)* CARTESIAN, INC. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 146534102 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

November 12, 2014 EX-10.1

Amended and restated EMPLOYMENT AGREEMENT

Exhibit 10.1 Amended and restated EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 16, 2014, is entered into by and between CARTESIAN, INC., a Delaware corporation, f/k/a The Management Network Group, Inc. (the “Company”), with offices at 7300 College Boulevard – Suite 302, Overland Park, Kansas 66210, and DONALD E. KLUMB, an individual

November 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 27, 2014 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as speci

November 10, 2014 EX-99.1

Cartesian Reports Third Quarter 2014 Financial Results 44% Revenue Growth Year-Over-Year to $19.3 Million; Non-GAAP Adjusted Operating Income and GAAP Operating Income Increase Significantly Year-Over-Year to $1.4 Million and $0.8 Million, Respective

CONTACT: Brainerd Communicators, Inc. Ray Yeung (Media) [email protected] Corey Kinger (Investors) [email protected] 212.986.6667 Cartesian Reports Third Quarter 2014 Financial Results 44% Revenue Growth Year-Over-Year to $19.3 Million; Non-GAAP Adjusted Operating Income and GAAP Operating Income Increase Significantly Year-Over-Year to $1.4 Million and $0.8 Million, Respectively Overland Par

November 10, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2014 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-

September 18, 2014 EX-99.1

CARTESIAN APPOINTS DAVID MAHONEY TO BOARD OF DIRECTORS

CONTACT: Brainerd Communicators Ray Yeung (Media) [email protected] Corey Kinger (Investors) [email protected] 212.986.6667 CARTESIAN APPOINTS DAVID MAHONEY TO BOARD OF DIRECTORS Overland Park, KS – September 18, 2014 – Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, today

September 18, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 crtn-form8ksep182014.htm FORM 8-K 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): September 16, 2014 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

August 26, 2014 424B3

Cartesian, Inc. 5,609,756 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-198093 PROSPECTUS Cartesian, Inc. 5,609,756 Shares Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholder identified in the section entitled "Selling Stockholder" of up to an aggregate of 5,609,756 shares of our common stock, par value $0.005 per share, which includes 609,756 shares held by the s

August 12, 2014 8-K

Financial Statements and Exhibits, Other Events

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 12, 2014 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34006 48-1129619 (State or other jurisdiction of (Commission (I.R.S. Employer incor

August 12, 2014 EX-4.1

Specimen Common Stock Certificate, filed as Exhibit 4.1 to the Company's Form 10-Q for the quarter ended June 28, 2014 (File No. 001-34006) filed with the Securities and Exchange Commission, is incorporated herein by reference as Exhibit 4.1.

EXHIBIT 4.1 [CARTESIAN LOGO] COMMON STOCK COMMON STOCK PAR VALUE $0.005 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX CERTIFICATE NUMBER CARTESIAN, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 146534 10 2 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALU

August 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 28, 2014 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 CARTESIAN, INC. (Exact name of registrant as specified

August 12, 2014 S-3

CRTN / Cartesian, Inc. S-3 - - S-3

As filed with the Securities and Exchange Commission on August 12, 2014 Registration No.

August 12, 2014 EX-10.3

DESCRIPTION OF INCENTIVE COMPENSATION AWARD GRANTED TO SUSAN M. SIMMONS, CHIEF OPERATING OFFICER & HEAD OF GLOBAL DELIVERY

EXHIBIT 10.3 DESCRIPTION OF INCENTIVE COMPENSATION AWARD GRANTED TO SUSAN M. SIMMONS, CHIEF OPERATING OFFICER & HEAD OF GLOBAL DELIVERY On June 17, 2014, the Compensation Committee of the Board of Directors of the Company approved an incentive compensation award for 2014 for Susan M. Simmons, the Company’s Chief Operating Officer and Head of Global Delivery. Pursuant to the award, Ms. Simmons may

August 12, 2014 EX-99.2

COST OF SERVICES

Exhibit 99.2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K. Statements included in this discussion that are not statements of current or historical information may constitute forward-looking s

August 12, 2014 EX-99.3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.3 Item 8.Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of The Management Network Group, Inc. Overland Park, Kansas We have audited the accompanying consolidated balance sheets of The Management Network Group, Inc. and subsidiaries (the “Company”) as of December 28, 2013 and December 29, 2012, and the

August 12, 2014 EX-99.1

Item 1. Business

Exhibit 99.1 Item 1. Business BUSINESS SEGMENTS We identify our segments based on the way management organizes the business to assess performance and make operating decisions regarding the allocation of resources. In accordance with FASB ASC 280 "Segment Reporting," we have concluded that we have three reportable segments: the North America segment, the EMEA segment and the Strategic Alliances seg

August 7, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2014 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-112

August 7, 2014 EX-99.1

Cartesian Reports Second Quarter 2014 Financial Results 24% Revenue Growth Year-Over-Year

CONTACT: Brainerd Communicators, Inc. Ray Yeung (Media) [email protected] Corey Kinger (Investors) [email protected] 212.986.6667 Cartesian Reports Second Quarter 2014 Financial Results 24% Revenue Growth Year-Over-Year Overland Park, KS – August 7, 2014 – Cartesian, Inc. (Nasdaq: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technolog

June 23, 2014 EX-99.12

Joint Filing Agreement

Exhibit 99.12 Joint Filing Agreement The undersigned agree that the foregoing Amendment No. 3 to the statement on Schedule 13D, dated June 19, 2014, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k). Dated: June 19, 2014 ELUTIONS, INC. By: /s/ Christopher Voss Name: Christopher Voss Title: Chief Financial Officer ENGAGE NETWOR

June 23, 2014 SC 13D/A

CRTN / Cartesian, Inc. / Elutions, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 v381866sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cartesian, Inc. (Name of Issuer) Common Stock, $.005 par value per share (Title of Class of Securities) 561693 10 2 (CUSIP Number) Benjamin Keiser Elutions, Inc. 601 East Twiggs Street Tampa, Florida 33602 (813) 419-

June 18, 2014 EX-3.1

Amended and Restated Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2014 (File No. 001-34006), is incorporated herein by reference as Exhibit 3.1.

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE MANAGEMENT NETWORK GROUP, INC. Delaware Corporation The Management Network Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the corporation is The Management Network Group, Inc. The corporation was originally incorporation under the same name, a

June 18, 2014 EX-3.2

Amended and Restated Bylaws, filed as Exhibit 3.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 18, 2014 (File No. 001-34006), are incorporated herein by reference as Exhibit 3.2.

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF CARTESIAN, INC. (As amended through June 18, 2014) TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS' MEETINGS 2 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINE

June 18, 2014 EX-10.1

1998 Equity Incentive Plan (amended and restated June 18, 2014), filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2014 (File No. 001-34006), and the Form of Agreements thereunder, filed in Exhibit 10.3 to the 1999 S-1 Registration Statement, are incorporated herein by reference as Exhibit 10.3. (1)

EXHIBIT 10.1 CARTESIAN, INC. 1998 EQUITY INCENTIVE PLAN (amended and restated June 18, 2014) The Management Network Group, Inc. (n/k/a Cartesian, Inc.), originally established the The Management Network Group, Inc. 1998 Equity Incentive Plan, effective April 30, 1998 and The Management Network Group, Inc. 1998 Consultant Equity Incentive Plan, effective April 30, 1998. The Management Network Group

June 18, 2014 EX-99.1

The Management Network Group, Inc. (TMNG) Announces Change in Corporate Name and Ticker Symbol

CONTACT: Brainerd Communicators Ray Yeung (Media) [email protected] Corey Kinger (Investors) [email protected] 212.986.6667 The Management Network Group, Inc. (TMNG) Announces Change in Corporate Name and Ticker Symbol Overland Park, KS – June 18, 2014 –The Management Network Group, Inc. (TMNG), d/b/a Cartesian (Nasdaq: TMNG), a specialist provider of consulting services and managed solutions

June 18, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K

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): June 17, 2014 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-1129

May 22, 2014 EX-99.9

Joint Filing Agreement

Exhibit 99.9 Joint Filing Agreement The undersigned agree that the foregoing Amendment No. 2 to the statement on Schedule 13D, dated May 19, 2014, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k). Dated: May 19, 2014 ELUTIONS, INC. By: /s/ Christopher Voss Name: Christopher Voss Title: Chief Financial Officer ENGAGE NETWORKS,

May 22, 2014 SC 13D/A

CRTN / Cartesian, Inc. / Elutions, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 v378299sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Management Network Group, Inc. (Name of Issuer) Common Stock, $.005 par value per share (Title of Class of Securities) 561693 10 2 (CUSIP Number) Benjamin Keiser Elutions, Inc. 601 East Twiggs Street Tampa, Flori

May 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 29, 2014 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-34006 THE MANAGEMENT NETWORK GROUP, INC. (Exact name of regi

May 12, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): May 12, 2014 The Management Network Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission Fi

May 12, 2014 EX-99.1

Cartesian Reports First Quarter 2014 Financial Results 16% Core Revenue Growth

EX-99.1 2 tmng-ex991to8k.htm EXHIBIT 99.1 - PRESS RELEASE CONTACT: Brainerd Communicators, Inc. Ray Yeung (Media) [email protected] Corey Kinger (Investors) [email protected] 212.986.6667 Cartesian Reports First Quarter 2014 Financial Results 16% Core Revenue Growth Overland Park, KS – May 12, 2014 – Cartesian, the trading name of The Management Network Group, Inc. aka TMNG Global (Nasdaq: TM

May 9, 2014 EX-4.2

Amended and Restated Common Stock Purchase Warrant (Tracking) dated May 8, 2014, between the Company and Elutions, Inc., filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2014 (File No. 001-34006), is incorporated herein by reference as Exhibit 4.8.

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS PERMITTED UNDER RULE 144 OF THE ACT OR IS OTHERWISE EXEMPT FROM SUCH REGISTRATION.

May 9, 2014 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) ) o Def

May 9, 2014 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): May 8, 2014 The Management Network Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-27617 (Commission File

May 9, 2014 EX-4.1

Amended and Restated Common Stock Purchase Warrant (Commercial Incentive) dated May 8, 2014, between the Company and Elutions, Inc., filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9 2014 (File No. 001-34006), is incorporated herein by reference as Exhibit 4.7.

EX-4.1 2 v377847ex4-1.htm EXHIBIT 4.1 THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND

May 9, 2014 EX-10.1

Amendment No. 1 to Investment Agreement, dated May 8, 2014, by and between the Company and Elutions, Inc., filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2014 (File No. 001-34006), is incorporated herein by reference as Exhibit 10.19.

AMENDMENT NO. 1 TO INVESTMENT AGREEMENT THIS AMENDMENT NO. 1 TO INVESTMENT AGREEMENT, dated as of May 8, 2014 (this “Amendment”), is made between The Management Network Group, Inc., a Delaware corporation (“Company”), and Elutions, Inc., a Delaware corporation (“Purchaser”). WITNESSETH WHEREAS, on February 25, 2014, Company and Purchaser entered into an Investment Agreement (the “Investment Agreem

April 25, 2014 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) ) o Def

April 25, 2014 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) ) þ Def

April 7, 2014 EX-2

CONFIRMING STATEMENT

Confirming Statement of Thomas E. Lynch CUSIP No. 561693201 Page 1 of 1 Page Exhibit 2 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto or any joint

April 7, 2014 SC 13D/A

CRTN / Cartesian, Inc. / Mill Road Capital, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Management Network Group, Inc. (Name of Issuer) Common Stock, par value $.005 per share (Title of Class of Securities) 561693201 (CUSIP Number) Mill Road Capital, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830

April 7, 2014 EX-3

CONFIRMING STATEMENT

Confirming Statement of Scott P. Scharfman CUSIP No. 561693201 Page 1 of 1 Page Exhibit 3 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto and any joint

April 7, 2014 EX-1

JOINT FILING AGREEMENT

Joint Filing Agreement CUSIP No. 561693201 Page 1 of 1 Page Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree, as of April 4, 2014, that only one statement containing the information required by Schedule 13D under the Exchange Act, whether an initial such statement or any amendment

April 4, 2014 S-8

- FORM S-8

S-8 1 v373555s-8.htm FORM S-8 As filed with the Securities and Exchange Commission on April 4, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MANAGEMENT NETWORK GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 48-1129619 (State or other jurisdiction of

March 31, 2014 PRE 14A

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) ) ¨ Def

March 28, 2014 EX-21.1

SUBSIDIARIES OF THE COMPANY

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY Name of Subsidiary Jurisdiction of Incorporation TMNG.COM, Inc. Delaware TMNG Europe Ltd. England and Wales TMNG Canada Ltd. Canada TMNG Marketing, LLC Kansas TMNG Technologies, Inc. Delaware Cambridge Strategic Management Group, Inc. (formerly TMNG Strategy, Inc.) Delaware Cambridge Adventis Ltd. England and Wales RVA Consulting, LLC New Jersey TWG Consult

March 28, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 28, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34006 THE MANAGEMENT

March 28, 2014 EX-10.29

Form of Restricted Stock Award, filed as Exhibit 10.29 to the Company's Form 10-K for the fiscal year ended December 28, 2013 (File No. 001-34006), is incorporated herein by reference as Exhibit 10.22. (1)

Exhibit 10.29 RESTRICTED STOCK AWARD This agreement is entered into this day of 2014 (the “Date of Grant”), and evidences the grant by The Management Network Group, Inc. (the “Company”) of Restricted Stock to (the “Grantee”). 1. Shares Awarded and Restrictions on Shares. Pursuant to the terms of The Management Network Group, Inc. 1998 Equity Incentive Plan (the “Plan”), the Grantee is hereby award

March 28, 2014 EX-4.1

[CARTESIAN LOGO]

EXHIBIT 4.1 [CARTESIAN LOGO] COMMON STOCK COMMON STOCK PAR VALUE $0.005 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX CERTIFICATE NUMBER THE MANAGEMENT NETWORK GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 561693 20 1 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COM

March 27, 2014 EX-99.2

Cartesian Reports Revised Fourth Quarter and Full Year 2013 Financial Results

Exhibit 99.2 Cartesian Reports Revised Fourth Quarter and Full Year 2013 Financial Results Cartesian, the trading name of The Management Network Group, Inc. ("Cartesian" or the "Company"), issued a press release providing information on its results of operations for the three months and fiscal year ended December 28, 2013 (the “Earnings Release”), which was issued on February 27, 2014. The followi

March 27, 2014 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) 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 27, 2014 The Management Network Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

March 19, 2014 EX-10.1

Guaranty dated March 18, 2014 issued by the Company in favor of Elutions Capital Ventures S.à r.l., filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2014 (File No. 001-34006), is incorporated herein by reference as Exhibit 10.20.

Exhibit 10.1 GUARANTY GUARANTY, dated as of March 18, 2014 (“Guaranty”) by The Management Network Group, Inc., a Delaware corporation ( “Guarantor”) in favor of Elutions Capital Ventures S.à r.l, a company incorporated in Luxembourg (the “Guaranteed Party”). WHEREAS, Guarantor and Elutions, Inc., a Delaware corporation (“Elutions”), are parties to an Investment Agreement, dated as of February 25,

March 19, 2014 EX-4.2

COMMON STOCK PURCHASE WARRANT (COMMERCIAL INCENTIVE) THE MANAGEMENT NETWORK GROUP, INC.

Exhibit 4.2 THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER

March 19, 2014 DEFA14A

- FORM 8-K

DEFA14A 1 v3717578k.htm FORM 8-K 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): March 18, 2014 The Management Network Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of inco

March 19, 2014 EX-4.3

COMMON STOCK PURCHASE WARRANT THE MANAGEMENT NETWORK GROUP, INC.

Exhibit 4.3 THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER

March 19, 2014 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - FORM 8-K

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): March 18, 2014 The Management Network Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-27617 (Commission Fi

March 19, 2014 EX-10.2

Security Agreement dated March 18, 2014 between the Company and Elutions Capital Ventures S.à r.l., filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2014 (File No. 001-34006), is incorporated herein by reference as Exhibit 10.21.

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, is dated as of March 18, 2014 (this “Agreement”) by and among The Management Network Group, Inc., a Delaware corporation (the “Pledgor”), and Elutions Capital Ventures S.à r.l, a company incorporated in Luxembourg (the “Secured Party”). WHEREAS, the Pledgor and Elutions, Inc., a Delaware corporation (“Elutions”), have entered into an Investm

March 19, 2014 EX-4.3

COMMON STOCK PURCHASE WARRANT THE MANAGEMENT NETWORK GROUP, INC.

Exhibit 4.3 THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER

March 19, 2014 EX-10.2

SECURITY AGREEMENT

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, is dated as of March 18, 2014 (this “Agreement”) by and among The Management Network Group, Inc., a Delaware corporation (the “Pledgor”), and Elutions Capital Ventures S.à r.l, a company incorporated in Luxembourg (the “Secured Party”). WHEREAS, the Pledgor and Elutions, Inc., a Delaware corporation (“Elutions”), have entered into an Investm

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