UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, DC 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d)~~: November~~ ~~20, 2017~~OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 30, 2017

STG GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36149

46-3134302

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11091 Sunset Hills Road, Suite 200 ~~Reston, Virginia 20190~~

Reston, Virginia 20190

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 691-2480

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 54.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Resignation~~(a) On November 30, 2017, BDO USA, LLP (“BDO”) advised the Chairman of the Board of Directors (the “Chairman”) of STG Group, Inc. (the “Company”) of BDO’s resignation as the Company’s independent registered public accounting firm, effective on that date. Neither the Chairman nor the Audit Committee of the Board of Directors, which committee ceased to function as of November 20, 2017 (the “Audit Committee”), requested, recommended or approved the resignation of BDO.

~~On November~~BDO’s ~~20,~~audit ~~2017,~~reports ~~Damian~~on ~~Perl~~the ~~notified~~Company’s consolidated ~~STG~~financial ~~Group,~~statements ~~Inc.~~as ~~(the~~of ~~“Company”)~~and offor ~~his~~the ~~resignation~~fiscal ~~from~~years ~~the~~ended ~~Board~~December 31, ~~of Directors~~2016 ~~(the~~and ~~“Board”)~~2015 ofdid ~~the~~not ~~Company,~~contain ~~effective~~an ~~immediately.~~adverse opinion Aor ~~copy~~a disclaimer of ~~Mr.~~opinion ~~Perl’s~~and ~~resignation letter~~were isnot ~~attached~~qualified asor ~~Exhibit~~modified ~~99.1~~as to ~~this~~uncertainty, ~~Form~~audit ~~8-K~~scope or accounting principle.

~~On November~~During ~~20,~~the ~~2017,~~two ~~Robert~~most B.recent ~~Murrett~~fiscal ~~notified~~years and the ~~Company~~subsequent interim period through the date of ~~his~~BDO’s resignation, ~~from~~there ~~the Board~~were, ~~effective~~insofar ~~immediately.~~as ~~Mr.~~the ~~Murrett~~Chairman is aware (1) no ~~was~~disagreements ~~the~~with ~~chairperson~~BDO on any matter of ~~the~~accounting ~~Nominating~~principles ~~and~~or ~~Governance~~practices, ~~Committee~~financial ~~and~~statement adisclosure, ~~member~~or ofauditing scope or procedure which, if not resolved to the ~~Audit~~satisfaction ~~Committee~~of BDO, would have caused BDO to make reference to the ~~Compensation~~subject ~~Committee~~matter ~~and~~of the ~~Government~~disagreements ~~Security~~in ~~Committee.~~its Areports ~~copy~~on ofthe ~~Mr.~~financial ~~Murrett’s~~statements ~~resignation~~for ~~letter~~such isyears ~~attached~~and (2) no “reportable events” (as ~~Exhibit~~defined ~~99.2~~in toItem 304(a)(1)(v) ~~this Form~~of 8Regulation S-K).

~~On November~~The ~~20,~~Company ~~2017,~~provided ~~Hon.~~BDO ~~Ronald~~with R.a ~~Spoehel~~copy ~~notified~~ of the ~~Company~~disclosures ofit ~~his~~is ~~resignation~~making ~~from~~in ~~the~~this ~~Board,~~Current ~~effective~~Report ~~immediately.~~on ~~Mr.~~Form ~~Spoehel was~~8-K (the ~~chairperson~~“Report”) ofand ~~the~~requested ~~Audit~~that ~~Committee~~BDO ~~and~~furnish a ~~member~~letter addressed ofto the ~~Compensation~~SEC ~~Committee~~stating ~~and~~whether ~~the~~or ~~Nominating~~not ~~and~~it ~~Governance~~agrees ~~Committee. A~~with ~~copy~~the ofabove Mrstatements. ~~Spoehel’s~~Such ~~resignation~~ letter is ~~attached~~ filed as Exhibit ~~99.3~~16 to this ~~Form 8-K~~report.

~~On November~~(b) The ~~22,~~Company ~~2017,~~does ~~Hon.~~not ~~David~~expect C.that ~~Gompert~~it ~~notified~~will ~~the~~be ~~Company~~able ofto ~~his~~appoint a ~~resignation~~new ~~from~~independent ~~the~~registered ~~Board,~~public ~~effective~~accounting ~~immediately.~~firm ~~Mr.~~in ~~Gompert was~~light of the ~~chairperson~~exercise ofby ~~the~~MC ~~Compensation~~Admin ~~Committee~~Co ~~and~~LLC a(“MC ~~member~~Admin”) of its rights to vote the ~~Nominating~~shares ~~and~~of ~~Governance~~STG ~~Committee~~Group Holdings, Inc., a wholly-owned subsidiary of the ~~Audit~~Company ~~Committee and~~(“Holdings”) following the ~~Government~~Company’s ~~Security~~default ~~Committee.~~under Athe ~~copy~~term of ~~Mr.~~its ~~Gompert’s~~Credit ~~resignation~~Agreement, ~~letter~~dated isas ~~attached~~of asNovember ~~Exhibit~~23, ~~99.4~~2015 to(the ~~this~~“Credit Agreement”), ~~Form~~among 8the Company, Holdings, STG, Inc., a wholly-Kowned ~~and~~subsidiary ~~the~~of ~~correspondence~~Holdings ~~referenced~~(“STG”), inAccess ~~his~~Systems, ~~resignation~~Incorporated, various ~~letter~~lenders, ~~are~~MC ~~attached~~Admin, as ~~Exhibits~~administrative ~~99.5~~agent and ~~99.6~~lead toarranger, ~~this~~and ~~Form~~PNC ~~8-K~~Bank, National Association, as collateral agent.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 99.1	Damian Perl’s Letter of Resignation, dated November 20, 2017.
Exhibit 99.2	Robert B. Murrett’s Letter of Resignation, dated November 20, 2017.
Exhibit 99.3	Hon. Ronald R. Spoehel’s Letter of Resignation, dated November 20, 2017.
Exhibit 99.4	Hon. David C. Gompert’s Letter of Resignation, dated November 22, 2017.
Exhibit 99.5	Letter by Hon. David C. Gompert to Simon Lee and Damian Perl, dated November 21, 2017.
Exhibit 99.6	Email Letter by Hon. David C. Gompert to Simon Lee and Damian Perl, dated November 22, 2017.

Exhibit 16

Letter from BDO USA, LLP regarding change in certifying accountant.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STG GROUP, INC.

	By:	/s/ Simon S. Lee
		Simon S. Lee
		Chairman of the Board of Directors

Date: ~~November~~December 286, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Damian Perl’s Letter of Resignation, dated November 20, 2017.
16	Letter from BDO USA, LLP regarding change in certifying accountant.
99.2	Robert B. Murrett’s Letter of Resignation, dated November 20, 2017.
99.3	Hon. Ronald R. Spoehel’s Letter of Resignation, dated November 20, 2017.
99.4	Hon. David C. Gompert’s Letter of Resignation, dated November 22, 2017.
99.5	Letter by Hon. David C. Gompert to Simon Lee and Damian Perl, dated November 21, 2017.
99.6	Email Letter by Hon. David C. Gompert to Simon Lee and Damian Perl, dated November 22, 2017.

Filing Compare · STG Group, Inc.