SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.2)*
TECHTEAM GLOBAL, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
878311109
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(CUSIP Number)
Mr. Charles Frumberg
Emancipation Capital
825 Third Avenue
New York, NY 10022
(212) 605-0661
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 2010
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(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 878311109 13D Page 2 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Emancipation Capital, LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
737,035
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
737,035
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
737,035
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.56%
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(14) TYPE OF REPORTING PERSON *
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 878311109 13D Page 3 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Emancipation Capital, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
737,035
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
737,035
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
737,035
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.56%
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(14) TYPE OF REPORTING PERSON *
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 878311109 13D Page 4 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Emancipation Capital Master, Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
737,035
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
737,035
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
737,035
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.56%
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(14) TYPE OF REPORTING PERSON *
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 878311109 13D Page 5 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Charles Frumberg
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER
6,102
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
737,035
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
6,102
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
737,035
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
743,137
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.62%
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(14) TYPE OF REPORTING PERSON *
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 878311109 13D Page 6 of 9 Pages
The Schedule 13D filed by the Reporting Persons on October 31, 2008 relating to
shares ("Shares") of the common stock, par value $0.01, of TechTeam Global,
Inc.(the "Issuer"), as amended by Amendment No. 1 to the Schedule 13D filed on
February 13, 2009, is hereby amended as set forth below by this Amendment No. 2
to the Schedule 13D ("Amendment No. 2").
Except as specifically provided herein, Amendment No. 2 does not modify any of
the information previously reported on the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended to include the following:
Mr. Frumberg previously received 1,772 Shares and 26,000 options in
connection with his service as a member of the Issuer's board of directors of
which 4,330 are vested or will vest within 60 days.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
On June 3, 2010, the Issuer, a Delaware corporation, 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"), entered into a stock purchase agreement (the
"Stock Purchase Agreement"), pursuant to which, Jacobs Technology would acquire
the government solutions business from the Issuer by the acquisition of 100% of
the shares of the capital stock (the "Share Acquisition") of TechTeam Government
Solutions, Inc., a wholly-owned subsidiary of the Issuer. The Share Acquisition
and the other transactions contemplated by the Stock Purchase Agreement are
hereinafter collectively referred to as the "Transaction."
As an inducement to enter into the Stock Purchase Agreement with the
Issuer, a voting agreement was entered into by and among Emancipation Capital
LLC (the "Stockholder"), Jacobs Engineering and Jacobs Technology (the "Voting
Agreement").
Pursuant to, and subject to the terms of, the Voting Agreement,
Stockholder agreed, among other things, to vote 738,807 Shares and 26,000 Shares
issuable upon exercise of outstanding options (i) in favor of the Transaction,
including the approval and adoption of the Stock Purchase Agreement, (ii)
against approval or adoption of any competing transaction proposal or any
proposal made in opposition to or in competition with the Transaction, and (iii)
against any actions to the extent that such actions are intended, or could
reasonably be expected to, in any material respect, impede, interfere with,
delay, postpone, discourage or adversely affect the Transaction. Stockholder
also agreed, subject to limited exceptions, not to transfer any Shares
beneficially owned by it. The Voting Agreement terminates automatically as of
5:00 p.m., New York City time, on the Expiration Date (as defined in the Stock
Purchase Agreement).
No additional consideration was paid by or to Jacobs Engineering,
Jacobs Technology, the Issuer, or the Reporting Persons in connection with
CUSIP No. 878311109 13D Page 7 of 9 Pages
the Voting Agreement, and therefore no funds were used in connection with the
transactions requiring the filing of this statement.
References to, and description of, the Voting Agreement and the Stock
Purchase Agreement throughout this Amendment No. 2 to the Schedule 13D are not
intended to be complete and are qualified in their entirety by reference to the
Voting Agreement and Stock Purchase Agreement, filed as Exhibit 1 and 2 hereto,
both of which are incorporated by reference herein.
As of the date of this Amendment No. 2, except as set forth above, none
of the Reporting Persons has any present plan or intention which may result in
or relate to any of the actions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) As of June 3, 2010, the Reporting Persons other than Charles
Frumberg may be deemed to beneficially own, in the aggregate, approximately
6.56% of the Issuer's outstanding Shares. Charles Frumberg may be deemed to
beneficially own, in the aggregate, approximately 6.62% of the Issuer's
outstanding Shares. The aggregate percentage of Shares reported to be
beneficially owned by the Reporting Persons is based upon 11,228,296 Shares
outstanding, which is the total number of Shares outstanding as of May 1, 2010,
as reported in the Issuer's quarterly report for the quarter ended March 31,
2010.
(b) The Reporting Persons have the following powers over the Shares
reported herein:
(i) Emancipation Capital: Beneficial owner, with shared power
to vote or direct the vote and to dispose or direct the disposition, of 737,035
Shares, or an aggregate of 6.56% of the outstanding Shares. Except as provided
in the Voting Agreement, Emancipation Capital has the power to dispose of and
the power to vote Shares directly owned by it.
(ii) Emancipation Capital, LLC: Beneficial owner, with shared
power to vote or direct the vote and to dispose or direct the disposition, of
737,035 Shares, or an aggregate of 6.56% of the outstanding Shares. Except as
provided in the Voting Agreement, Emancipation Capital LLC has the power to
dispose of and the power to vote Shares directly owned by it.
(iii) Emancipation Master, Ltd.: Beneficial owner, with shared
power to vote or direct the vote and to dispose or direct the disposition, of
737,035 Shares, or an aggregate of 6.56% of the outstanding Shares. Except as
provided in the Voting Agreement, Emancipation Master Ltd. has the power to
dispose of and the power to vote Shares directly owned by it.
(iv) Mr. Frumberg: Mr. Frumberg may be deemed to own
beneficially 743,137 Shares, or 6.62% of the Shares issued and outstanding, of
which 737,035 Shares are owned by Emancipation Capital, Emancipation Capital,
LLC and Emancipation Master Ltd and 6,102 Shares owned directly by
CUSIP No. 878311109 13D Page 8 of 9 Pages
him. Except as provided in the Voting Agreement, Mr. Frumberg has the power to
dispose of and the power to vote Shares directly owned by him.
(c) Charles Frumberg received an option to purchase 13,000 shares at an
exercise price of $5.10 per share on May 31, 2010
(d) No person (other than the Reporting Persons) is known to have the
right to receive, or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company.
Other than as described in Items 3, 4 and 5 of this statement, and the
agreements attached or referenced hereto, to the knowledge of the Reporting
Persons, there are no contracts, arrangement, understandings or relationships
(legal or otherwise) between the Reporting Persons, and between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended to include the
following:
Exhibit 1 Voting Agreement, dated as of June 3, 2010, by and among Jacobs
Engineering Group Inc., Jacobs Technology Inc. and Emancipation Capital LLC.
Exhibit 2 Stock Purchase Agreement, dated as of June 3, 2010, by and among
TechTeam Global, Inc., Jacobs Engineering Group Inc. and Jacobs Technology Inc.
(incorporated herein by reference from Exhibit 2.1 to the Current Report on Form
8-K filed by the Issuer with the Securities and Exchange Commission on June 4,
2010).
CUSIP No. 878311109 13D Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 8, 2010
EMANCIPATION CAPITAL, LP
By: Emancipation Capital, LLC, its
general partner
By: /s/ Charles Frumberg
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Name: Charles Frumberg
Title: Managing Member
EMANCIPATION CAPITAL MASTER LTD.
By: /s/ Charles Frumberg
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Name: Charles Frumberg
Title: Director
EMANCIPATION CAPITAL, LLC
By: /s/ Charles Frumberg
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Name: Charles Frumberg
Title: Managing Member
CHARLES FRUMBERG
/s/ Charles Frumberg
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