UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TECHTEAM GLOBAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
878311109
(CUSIP Number)
SEPTEMBER 8, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 878311109 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
Primarius Capital LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------- -------- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
-------- ---------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 582,782
-------- ---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
-------- ---------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
582,782
------------ -------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,782
------------ -------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
------------ -------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
------------ -------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
------------ -------------------------------------------------------------------
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CUSIP No. 878311109 Page 3 of 10 Pages
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------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Patrick Lin
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------- -------- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
-------- ---------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 582,782
-------- ---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
-------- ---------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
582,782
------------ -------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,782
------------ -------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
------------ -------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
------------ -------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
------------ -------------------------------------------------------------------
Item 1(a). Name of Issuer:
TechTeam Global, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
273335 W. 11 Mile Road
Southfield, MI 48034
Item 2(a). Name of Person Filing:
This Schedule is being jointly filed by:
(i) Primarius Capital LLC, a Delaware limited liability
company and an investment adviser registered with the
state of California; and
(ii) Patrick Lin, an individual, who is the managing member
of Primarius Capital LLC.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The persons referenced in Item 2(a) above are referred to herein
collectively as the "Reporting Persons". The principal business address of all
of the Reporting Persons is One Montgomery, Suite 330, San Francisco, CA 94104.
Item 2(c). Citizenship:
(i) Primarius Capital LLC is a Delaware limited liability
company; and
(ii) Patrick Lin is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
878311109
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under section 15 of the Act,
(b) [ ] Bank as defined in section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [X] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E),
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F),
(g) [ ] A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G),
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] A group, in accordance with ss. 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Primarius Capital LLC:
---------------------
(a) Amount beneficially owned: 582,782 shares
(b) Percent of class: 6.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to vote or to direct the vote: 582,782
shares
(iii) Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition of:
582,782 shares
Patrick Lin:
-----------
(a) Amount beneficially owned: 582,782 shares
(b) Percent of class: 6.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to vote or to direct the vote: 582,782
shares
(iii) Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition of:
582,782 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I (we) certify that, to the best of my (our) knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my (our) knowledge and belief, I
(we) certify that the information set forth in this statement is true, complete
and correct.
Dated: February 11, 2005
Primarius Capital LLC Patrick Lin, an individual
/s/ Patrick Lin /s/ Patrick Lin**
---------------------- -------------------------
By: Patrick Lin
Title: Managing Member
**The Reporting Person disclaims beneficial ownership in the shares reported
herein except to the extent of his pecuniary interest therein.
Joint Filing Agreement
Primarius Capital LLC, a Delaware limited liability company and Patrick Lin, an
individual, hereby agree to file jointly the statement on Schedule 13G to which
this Agreement is attached and any amendments thereto which may be deemed
necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of
1934.
It is understood and agreed that each of the parties hereto is responsible for
the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, but such party is not responsible for the completeness and accuracy of
information concerning any other party unless such party knows or has reason to
believe such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as
an exhibit to the statement on Schedule 13G, and any amendments thereto, filed
on behalf of each of the parties hereto.
Dated: February 11, 2005
Primarius Capital LLC Patrick Lin, an individual
/s/ Patrick Lin /s/ Patrick Lin**
----------------------- --------------------------
By: Patrick Lin
Title: Managing Member
**The Reporting Person disclaims beneficial ownership in the shares reported
herein except to the extent of his pecuniary interest therein.