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 31, 2010
TECHTEAM GLOBAL, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-16284
(Commission File Number)
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38-2774613
(IRS Employer
Identification No.) |
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| 27335 West 11 Mile Road |
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Southfield, Michigan
(Address of Principal Executive Offices)
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48033
(Zip Code) |
Registrant’s telephone number, including area code (248) 357-2866
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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(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 8.01 |
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Other Information. |
Approval of Adjournment Proposal
On August
31, 2010, TechTeam Global, Inc., a Delaware corporation (“TechTeam
Global”),
convened a Special Meeting of Stockholders (the “Special
Meeting”) at 10:00 a.m. (local time) at The Langham Hotel, 250 Franklin Street,
Boston, Massachusetts 02110. The Special Meeting was called to
approve the proposed sale of TechTeam Global’s government solutions subsidiary,
TechTeam Government Solutions, Inc. (“TTGSI”), to Jacobs
Engineering Group Inc., a Delaware corporation (“Jacobs
Engineering”), for
$59 million in cash, subject to certain escrows and adjustments set forth in the definitive acquisition agreement.
As previously announced,
the only proposal submitted for the stockholders’ consideration at the Special Meeting, prior to its
adjournment, was the proposal to adjourn the Special Meeting to a
later date (the “Adjournment Proposal”). The Adjournment Proposal was
approved by more than a majority of shares of TechTeam Global common
stock present, in person or represented by proxy, at the Special
Meeting and entitled to vote on the Adjournment Proposal.
As a result of the approval of the Adjournment Proposal by TechTeam Global’s stockholders,
the Special Meeting was adjourned until Tuesday, September 28, 2010, at 10:00 a.m. (local time).
The Special Meeting will reconvene at The Langham Hotel, 250 Franklin Street, Boston, Massachusetts 02110.
The record date for the Special Meeting remains July 30, 2010.
Jacobs
Engineering has informed TechTeam Global that it is presently unwilling to waive any conditions precedent
to its obligations to consummate the acquisition of TTGSI on the
terms currently reflected in the definitive acquisition agreement. TechTeam Global adjourned the Special Meeting
in order to provide it with additional time to discuss with Jacobs Engineering the terms of a possible
amendment to the definitive acquisition agreement, including a reduction in the purchase price, that
could facilitate the consummation of the proposed transaction upon such revised terms. TechTeam Global
cautions stockholders that there can be no assurance that any such discussions will result in a revised
transaction being agreed to, authorized or consummated.
The
definitive stock purchase agreement with Jacobs Engineering currently remains in effect. The
Board of Directors of TechTeam Global has not withdrawn, modified or qualified its unanimous
recommendation that the stockholders of TechTeam Global vote
“FOR” the approval and adoption of the definitive stock purchase agreement with
Jacobs Engineering and the consummation of the transactions contemplated thereby.
Cautionary Statement Regarding Forward-Looking Statements
The statements contained in this document that are not purely historical, including statements
regarding TechTeam Global’s expectations, hopes, beliefs, intentions, or strategies regarding the
future, are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual
results may differ materially from those expected because of various known and unknown factors,
risks and uncertainties. Factors, risks and uncertainties that may affect TechTeam Global’s ability
to consummate the proposed stock sale and TechTeam Global’s business, financial condition and
operating results include, but are not limited to: (i) the failure of TechTeam Global and Jacobs
Engineering to mutually agree to the terms of a revised transaction; (ii) the failure of Jacobs
Engineering Group to waive any conditions to completing the proposed stock sale that will not be
satisfied prior to closing, including with respect to the required retention of employees of
TechTeam Government Solutions and the receipt of any necessary consents; (iii) the failure of
TechTeam Global to satisfy certain conditions to completing the proposed stock sale, including the
receipt of the required approval of TechTeam Global’s stockholders and other third parties; (iv)
the occurrence of any event, change or other circumstances that could result in the proposed stock
sale not being consummated; (v) the restrictions and limitations on the conduct of the Government
Solutions business prior to the consummation of the proposed stock sale; (vi) the restrictions on
TechTeam Global’s ability to solicit or engage in discussion or negotiations with, or provide
information to, a third party regarding alternative transactions involving TechTeam Government
Solutions; (vii) the outcome of any legal proceedings instituted against us and others in
connection with the proposed stock sale; (viii) the failure of the proposed stock sale to close for
any other reason; (ix) uncertainties as to the timing of the consummation of the proposed stock
sale; (x) uncertainties as to how many TechTeam Global shares will be voted in favor of the
proposals to be brought before the special meeting; (xi) changes in the business of TechTeam
Global, TechTeam Government Solutions or Jacobs Engineering Group or Jacobs Technology during the
period between the date hereof and the closing of the stock sale that could cause a condition to
closing of the proposed stock sale not to be satisfied; (xii) adverse reactions to the proposed
stock sale by stockholders of TechTeam Global or Jacobs, or others; (xiii) the amount of purchase
price adjustments, costs, fees, expenses and charges relating to the proposed stock sale; (xiv)
uncertainties related to TechTeam Global’s future indemnification obligations under the stock
purchase agreement, including the possibility of not receiving some or all of the escrowed portion
of the purchase price; (xv) TechTeam Global’s inability to recognize any of the benefits of the
proposed transaction; (xvi) uncertainties related to the proposed strategy of separating the
Government Solutions business from Tech Team Global’s Commercial business; (xvii) other
uncertainties related to such proposed strategy, including the possibility that TechTeam Global will not be
able to successfully operate the remaining portion of its business after the completion of the
proposed stock sale on a stand-alone basis; and (xviii) other risks, including but not limited to
the items discussed in documents filed or furnished by TechTeam Global with the SEC, including
matters contained in (A) “Item 1A — Risk Factors” of TechTeam Global’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2009, (B) the sections of the definitive proxy statement
entitled “Material Considerations Relating to the Stock Sale Proposal” and “Cautionary Statements
Concerning Forward-Looking Information,” and (C) information contained in subsequent reports and
otherwise in the definitive proxy statement. The forward-looking statements included in this
document are based on information available to TechTeam Global on the date hereof, and TechTeam
Global assumes no obligation to update any such forward-looking statements.
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