Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of Report
(Date
of earliest event reported):
December
13, 2010
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TechTeam
Global, Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-16284
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38-2774613
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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27335
West 11 Mile Road
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Southfield,
Michigan 48033
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(Address
of Principal Executive Offices)(Zip Code)
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
As
previously disclosed, On November 1, 2010, TechTeam Global, Inc., a Delaware
corporation (the “Company”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”)
with Stefanini International Holdings Ltd, a company formed under the laws of
England and Wales (“Parent”) and Platinum
Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent
(“Purchaser”).
Pursuant
to the Merger Agreement, and upon the terms and subject to the conditions
thereof, Purchaser agreed to accept for payment all outstanding shares of the
Company’s common stock (the “Shares”) at a price
of $8.35 per Share (the “Offer Price”),
without interest thereon and less any required tax withholdings, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated November
12, 2010, and in the related Letter of Transmittal (which, together with all
amendments and supplements thereto, collectively constitute the “Offer”).
On
December 13, 2010, Parent announced the expiration of the offering period for
the Offer, which expired at 12:00 midnight, New York City time, on December 10,
2010. The Offer was not extended. Parent and Purchaser have advised
the Company that, based on the final information from Computershare Trust
Company, N.A., the depositary for the Offer, as of the expiration of the
offering period, a total of 9,997,058 Shares, representing over 89.41% of the
outstanding shares, were validly tendered and not withdrawn. All of
such shares have been accepted for payment in accordance with the terms of the
Offer. Purchaser also acquired an additional 719,651 Top-Up Shares
(as defined below) at a price of $8.35 per Share, following which Purchaser
owned over 90% of the outstanding Company Shares.
Pursuant
to the terms and subject to the conditions of the Merger Agreement, Purchaser
was merged with and into the Company (the “Merger”) on December
13, 2010, with the Company surviving as the wholly-owned subsidiary of
Parent. As a result of the Offer and the Merger, the Company no
longer fulfills the numerical listing requirements of The NASDAQ Stock Market
LLC (“NASDAQ”). Accordingly,
on December 13, 2010, the Company notified NASDAQ of its intent to remove the
shares from listing on NASDAQ and requesting that NASDAQ file a delisting
application with the Securities and Exchange Commission (the “SEC”) to delist and
deregister the Shares. On December 13, 2010, NASDAQ filed with the
SEC a Notification of Removal from Listing and/or Registration under Section
12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on
Form 25 to delist and deregister the Shares. The Company will file
with the SEC a certification on Form 15 under the Exchange Act, requesting the
deregistration of the Shares and the suspension of the Company’s reporting
obligations under Sections 13 and 15(d) of the Exchange Act with respect to the
Shares.
Item
3.02 Unregistered Sale of Equity Securities.
In order
to complete the Merger, on December 13, 2010, pursuant to Section 1.5 of the
Merger Agreement, Purchaser exercised its top-up option (the “Top-Up Option”) to
purchase Shares, and the Company issued 719,651 Shares (the “Top-Up Shares”) to
Purchaser, at a price per Share equal to the Offer Price. Purchaser
paid for the Top-Up Shares by delivery of cash in an amount equal to the
aggregate par value of the Top-Up Shares and a promissory note for the remaining
balance of the aggregate Offer Price to be paid for such shares. The
Top-Up Shares, when added to the number of shares directly or indirectly owned
by Parent and Purchaser at the time of exercise of the Top-Up Option,
represented at least one Share more than 90% of the Shares outstanding
immediately after the issuance of the Top-Up Shares. The Top-Up
Shares were issued without registration under the Securities Act of 1933, as
amended (the “Securities Act”), in
reliance upon an exemption from registration pursuant to Section 4(2) of the
Securities Act, as a transaction by an issuer not involving a public
offering.
Item
3.03 Material Modification to Rights of Security Holders.
At the
effective time of the Merger (the “Effective Time”),
each remaining issued and outstanding Share not tendered in the Offer (other
than Shares owned by Parent, Purchaser, the Company or any wholly-owned
subsidiary of Parent or the Company, or held in the Company’s treasury, or
Shares owned by any stockholder of the Company who is entitled to and properly
exercises appraisal rights under Delaware law) was, by virtue of the Merger and
without any action on the part of the holders thereof, converted into the right
to receive the Offer Price in cash, without interest, subject to applicable tax
withholdings.
Item
5.01 Changes in Control of Registrant.
Pursuant
to the Merger Agreement, the Merger occurred on December 13, 2010, in accordance
with the “short-form” merger provisions available under Delaware law, which
allow the completion of the Merger without a vote or meeting of stockholders of
the Company. In order to accomplish the Merger, on December 13, 2010,
Purchaser exercised the Top-Up Option, which permitted Purchaser to purchase the
Top-Up Shares. In connection with the Merger, each issued and
outstanding Share (other than Shares owned by Parent, Purchaser, the Company or
any wholly-owned subsidiary of Parent or the Company, or held in the Company’s
treasury, or Shares owned by any stockholder of the Company who is entitled to
and properly exercises appraisal rights under Delaware law) was converted into
the right to receive the Offer Price in cash, without interest, subject to
applicable tax withholdings. Immediately following the Effective
Time, the Company became a wholly-owned subsidiary of Parent.
The total
amount of the consideration payable in connection with the change of control
transaction was approximately $100.2 million. In order to finance the
Offer and the Merger, Purchaser used funds received in connection with debt
financing provided by third party lenders Bank of America, N.A. and HSBC Private
Bank (Suisse) S.A.
The
description of the Merger Agreement set forth above does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on November 2, 2010, and incorporated herein by
reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointments of Certain Officers; Compensatory Agreements of Certain
Officers.
Change
of Directors
In
connection with the Merger and as contemplated by the Merger Agreement, all of
the directors of the Company immediately prior to effective time of the Merger
ceased to be directors of the Company, and the directors of Purchaser
immediately prior to the effective time of the Merger became the directors of
the Company following the Merger. The directors immediately prior to the
effective time of the Merger were the following: Gary J.
Cotshott, Seth W. Hamot, Dov H. Scherzer, Richard R. Widgren, Charles Frumberg,
James A. Lynch and Andrew R. Siegel. Prior to the effective time of
the Merger, James A. Lynch, Andrew R. Siegel and Richard R. Widgren were each
members of the Company’s Audit Committee. Prior to the effective time
of the Merger, Dov H. Scherzer and Seth W. Hamot were each members of the
Company’s Compensation Committee. Prior to the effective time of the
Merger, Seth W. Hamot, Richard R. Widgren and Dov H. Scherzer were each members
of the Nominating / Corporate Governance Committee. Prior to the
effective time of the Merger, Charles Frumberg, Andrew R. Siegel and James A.
Lynch were each members of the Company’s Strategy Committee. The new directors
of the Company after the effective time of the Merger are Marco Antonio
Stefanini and Maria das Gracas Vuolo Sajaovic.
Change
of Officers
In
connection with the Merger and as contemplated by the Merger Agreement, all of
the officers of the Company immediately prior to the effective time of the
Merger ceased to be officers of the Company, and the officers of Purchaser
immediately prior to the effective time of the Merger became the officers of the
Company following the Merger. The new officers of the Company are
Antonio Moreira (President), Antonio Barretto (Secretary) and Marcio Maudonnet
(Treasurer).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
December 13, 2010, in connection with the Merger, the Company’s certificate of
incorporation and bylaws were amended and restated in their
entirety. Copies of the restated certificate of incorporation and
bylaws of the Company are filed as Exhibits 3.1 and 3.2 to this report and are
incorporated by reference in this Item 5.03.
Item
8.01 Other Events
On
December 13, 2010, Parent issued a press release announcing the consummation of
the Merger. A copy of the press release is filed as Exhibit 99.1
hereto.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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3.1
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Amended
and Restated Certificate of Incorporation of the
Company.
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3.2
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Amended
and Restated Bylaws of the Company
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99.1
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Press
Release, dated as of December 13, 2010, of Stefanini International
Holdings Ltd
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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 thereunto
duly authorized.
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TECHTEAM
GLOBAL, INC.
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Date:
December 13, 2010
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By:
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/s/ Antonio
Moreira
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Antonio
Moreira
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President
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