Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
o |
Preliminary
Proxy Statement
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o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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x |
Soliciting
Material Pursuant to
§240.14a-12
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x |
No
fee required.
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o |
Fee
computed
on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1) |
Title
of each class of securities to which transaction
applies:
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(2) |
Aggregate
number of securities to which transaction applies:
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(3) |
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) |
Proposed
maximum aggregate value of transaction:
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(5) |
Total
fee paid:
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(1) |
Amount
Previously Paid:
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(2) |
Form,
Schedule or Registration Statement No.
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Filing
Party:
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Date
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TechTeam
Global, Inc., a Delaware corporation (“TechTeam Global” or
the “Company”),
is filing materials contained in this Schedule 14A with the U.S. Securities and
Exchange Commission (“SEC”) with respect to
the solicitation of proxies from its stockholders in connection with a Special
Meeting of Stockholders and at any and all adjournments, postponements,
continuations or reschedulings thereof (the “Special Meeting”) to
be held to approve and adopt a Stock Purchase Agreement, dated as of June 3,
2010 (the “Stock
Purchase Agreement”), by and among TechTeam Global, Jacobs Engineering
Group Inc., a Delaware corporation (“Jacobs Engineering”),
and Jacobs Technology Inc., a Tennessee corporation and a wholly owned
subsidiary of Jacobs Engineering (“Jacobs Technology”),
pursuant to which Jacobs Technology would acquire 100% of the shares of capital
stock (such sale, including without limitation such other transactions as are
contemplated by the Stock Purchase Agreement, collectively, the “Transaction”) of
TechTeam Government Solutions, Inc., a Virginia corporation and a wholly-owned
subsidiary of TechTeam Global (“TTGSI”), which is
TechTeam Global’s government solutions subsidiary. TechTeam Global
has not yet filed a preliminary proxy statement with the SEC in connection with
its solicitation of proxies to be used at the Special Meeting.
Email
to Customers of TechTeam Global
On June 4, 2010, Gary J. Cotshott,
President and Chief Executive Officer of the Company, sent an email to customers
of TechTeam Global (“Customer Email”). A copy of the contents of the
Customer Email is attached hereto as Exhibit 1 and is incorporated by reference
herein. Any description contained herein of the contents of the Customer Email
is qualified in its entirety by reference to the complete text of the contents
of the Customer Email attached hereto.
Important
Information
TechTeam Global plans to file with the
SEC a proxy statement and other relevant materials in connection with the
proposed sale of TTGSI. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED SALE OF TTGSI OR THE TRANSACTION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS FILED BY TECHTEAM GLOBAL WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SALE OF TTGSI
AND THE TRANSACTION.
Investors and security holders will be
able to obtain free copies of the proxy statement, including all exhibits
thereto, and other documents filed with the SEC by TechTeam Global through the
web site maintained by the SEC at http://www.sec.gov.
In addition, investors and security
holders will be able to obtain, without charge, a copy of the proxy statement,
and all exhibits thereto, from TechTeam Global by submitting a written request
to TechTeam Global, Inc., Attention: Investor Relations, 27335 West 11 Mile
Road, Southfield, Michigan, 48033; or by calling 1-248-357-2866; or by visiting
TechTeam Global’s Web site at http://www.techteam.com/investors.
TechTeam
Global, Jacobs Engineering, and their respective directors and executive
officers, and certain other employees of TechTeam Global and Jacobs Engineering,
may be deemed to be participants in the solicitation of proxies with respect to
the proposed sale of TTGSI, and the other matters to be brought at the special
meeting of TechTeam Global stockholders to which the proxy statement will
relate. Information regarding TechTeam Global’s directors and executive officers
and their ownership of TechTeam Global’s shares is contained in TechTeam
Global’s annual report on Form 10-K for the year ended December 31, 2009 and its
proxy statement for TechTeam Global’s 2010 Annual Meeting of Stockholders which
was filed with the SEC on April 30, 2010, and is supplemented by other public
filings made, and to be made, with the SEC. Information regarding the
directors and executive officers of Jacobs Engineering Group Inc. is contained
in the annual report of Jacobs Engineering Group Inc. on Form 10-K for the year
ended October 2, 2009, which was filed with the SEC on November 20, 2009, and
its proxy statement for its 2010 Annual Meeting of Shareholders, which was filed
with the SEC on December 17, 2009. TechTeam Global investors
and security holders may obtain additional information regarding the direct and
indirect interests of TechTeam Global, Jacobs Engineering Group Inc. and their
respective directors and executive officers with respect to the proposed sale of
TTGSI by reading the proxy statement and other filings referred to above. A more complete
description will be available in the proxy statement to be filed in connection
with the proposed sale of TTGSI. TechTeam Global investors and
security holders may obtain additional information regarding the direct and
indirect interests of TechTeam Global, Jacobs Engineering and their respective
directors and executive officers with respect to the proposed sale of TTGSI by
reading the proxy statement and other filings referred to above.
Exhibit
1
Email to TechTeam Global
Customers
Subject: TechTeam
Global Update
Dear
TechTeam Customer,
As a
highly valued client, I am sending you this note to inform you of an exciting
development at our company. We just announced that we have entered
into a definitive agreement to sell our U.S. government solutions
subsidiary to Jacobs Engineering Group Inc.
This
divestiture is a key element of our strategy to tightly focus on our core
business of providing information technology outsourcing (ITO) and business
process outsourcing (BPO) services to commercial customers
globally. Having achieved a zero net debt position in 2009, the
proceeds from this sale will provide us with additional financial strength and
flexibility as we continue to progress our strategy to expand our
capabilities and geographic coverage to meet the growing needs of our
customers.
For more
information, please see our press release.
We are
available to discuss this news and our strategy with you at your
convenience.
Best
regards,
Gary J.
Cotshott
President
and CEO
Tel +1
248 263 5657 | Fax +1 248 356 0840
TechTeam
Global, Inc.
www.techteam.com