Registration No. 333-______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TECHTEAM GLOBAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-2774613
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27335 West 11 Mile Road
Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
TechTeam Global, Inc.
2004 Incentive Stock and Awards Plan
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(Full title of the plan)
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Michael A Sosin Copy to:
Vice President, General Counsel and Secretary
TechTeam Global, Inc. Todd B. Pfister, Esq.
27335 West 11 Mile Road Foley & Lardner LLP
Southfield, Michigan 48034 321 North Clark Street
(248) 357-2866 Chicago, Illinois 60611
(800) 522-4451 (312) 832-4500
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(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Registered Offering Price Per Aggregate Offering Amount of
to be Registered Share Price Registration Fee
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Common Stock, $0.01
par value 95,971 shares (1) $9.49 (2) $910,765 (2) $116 (1)
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Preferred Share
Purchase Rights 1,200,000 rights (1) (3) (3) (3)
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(1) 1,104,029 shares of Common Stock and the corresponding registration fee of
$5,520.15 that has been previously paid by the Registrant, are being
carried forward from Registrant's earlier Registration Statement on Form
S-8 (Registration No. 333-04731). The Preferred Share Purchase Rights
related to such 1,104,029 shares of Common Stock were not registered in
such earlier Registration Statement.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for TechTeam Global, Inc. Common Stock on The
Nasdaq National Market on August 26, 2004.
(3) The value attributable to the Preferred Share Purchase Rights is reflected
in the market price of the Common Stock to which the Rights are attached.
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In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of additional shares
of Common Stock (and related Preferred Share Purchase Rights) that may be
offered or sold pursuant to the employee benefit plan described herein as a
result of stock splits or stock dividends.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus referred
to herein also relates to the Registrant's Registration Statement on Form S-8
(Registration No. 333-04731).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by TechTeam Global, Inc. (the
"Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.
2. All other reports filed by the Company since December 31, 2003
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended.
3. The description of the common stock being offered contained in the
Registration Statement on Form 8-A filed by the Company with the
Securities and Exchange Commission on or about October 7, 1987, which
incorporated such information by reference from the Company's
Amendment No. 2 to Registration Statement, File No. 33-9524-LA, filed
January 21, 1987.
4. The description of the Company's Preferred Share Purchase Rights
contained the Company's Registration Statement on Form 8-A, dated May
6, 1997, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Delaware law and the Company's Bylaws, as Amended and Restated
October 28, 2003 ("Bylaws"), the Company is required to indemnify any person who
was or is a party or is threatened to be made a party to an action (other than
an action by or in the right of the Company) by reason of the fact that such
person is or was a director, officer, employee or agent of the Company or is or
was serving, at the Company's request, as a director, officer, employee or agent
of another corporation or other enterprise, against expenses (including
attorneys' fees) that are actually and reasonably incurred by such person in
connection with the defense or settlement of such action; provided that such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the Company's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. Indemnification shall not be made for any claim
except to the extent that the adjudicating court (or the court in which the
action was brought) determines that, despite the adjudication of liability, such
person is entitled to indemnification for the expenses as the court deems
proper.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (1) by a majority vote of a quorum of
disinterested members of the board of directors, or (2) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders. The Company's
Bylaws also provide for mandatory indemnification of any director, officer,
employee or agent against expenses to the extent such person has been successful
in any proceeding covered by Delaware statute. In addition, the Bylaws also
permit the Company to pay expenses incurred by an officer or director in
defending an action, suit or proceeding for which indemnification may be made in
advance of its final disposition upon receipt of an undertaking by or on behalf
of the officer or director to repay the expenses if it is ultimately determined
that the person is not entitled to be indemnified. Delaware law and the
Company's Bylaws provide that indemnification and advancement of expenses set
forth above shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
The Company's Bylaws provide that the Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent against any liability asserted against him or her and incurred by him or
her in such capacity or arising out of his or her status as such, whether or not
the Company would have the power to indemnify him or her against such liability
under indemnification provisions of the Company's Bylaws.
The Company maintains a policy of directors and officers liability insurance.
The indemnification provisions contained in the Company's By-laws are expressly
permitted by Section 145 of the Delaware Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed herewith or incorporated herein by reference are set forth in
the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities
and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Southfield, State of Michigan, on the 30th day
of August, 2004.
TECHTEAM GLOBAL, INC.
By: \s\ William F. Coyro, Jr.
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William F. Coyro, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below constitutes and
appoints William F. Coyro, Jr., David W. Morgan, and Michael A. Sosin, and each
of them individually, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
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\s\ William F. Coyro, Jr. President, Chief Executive August 30, 2004
-------------------------------------------- Officer and Director
William F. Coyro, Jr. (Principal Executive Officer)
\s\ David W. Morgan Vice President, Chief Financial August 30, 2004
-------------------------------------------- Officer, and Treasurer
David W. Morgan (Principal Financial Officer)
\s\ Kim A. Cooper Director August 30, 2004
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Kim A. Cooper
\s\ G. Ted Derwa Director August 30, 2004
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G. Ted Derwa
\s\ Peter T. Kross Director August 30, 2004
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Peter T. Kross
\s\ Conrad L. Mallett, Jr. Director August 30, 2004
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Conrad L. Mallett, Jr.
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/s/ Wallace D. Riley Director August 30, 2004
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Wallace D. Riley
/s/ Gregory C. Smith Director August 30, 2004
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Gregory C. Smith
/s/ Richard D.Somerlott Director August 30, 2004
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Richard D. Somerlott
/s/ Ronald T. Wong Director August 30, 2004
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Ronald T. Wong
/s/ Brahmal Vasudevan Director August 30, 2004
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Brahmal Vasudevan
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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(4.1) TechTeam Global, Inc. 2004 Incentive Stock and Awards Plan
(incorporated by reference to Appendix D to the Company's Definitive
Proxy Statement filed with the Securities and Exchange Commission on
Schedule 14A on May 5, 2004 (File No. 0-16284)).
(4.2) Certificate of Incorporation of TechTeam Global, Inc. (incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
filed March 18, 2003 (File No. 0-16284)).
(4.3) Certificate of Amendment dated November 27, 1987 to the Company's
Certificate of Incorporation (incorporated by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K filed March 18, 2003 (File
No. 0-16284)).
(4.4) Certificate of Amendment dated May 8, 2002 to the Company's Certificate
of Incorporation (incorporated by reference to Exhibit 3.3 to the
Company's Annual Report on Form 10-K filed March 18, 2003 (File No.
0-16284)).
(4.5) Rights Agreement dated as of May 6, 1997, between TechTeam Global, Inc.
and U.S. Stock Transfer Corporation, as Rights Agent, which includes as
Exhibit A thereto the Form of Certificate of Designations, as Exhibit B
thereto the Form of Right Certificate, and as Exhibit C thereto the
Summary of Rights to Purchase Preferred Stock (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on Form
8-A filed May 9, 1997 (File No. 0-16284)).
(4.6) First Amendment to Rights Agreement dated as of August 24, 1999
(incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A12G/A filed September 23, 1999 (File No.
0-16284)).
(4.7) Second Amendment to Rights Agreement dated as of May 5, 2003
(incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A12G/A, filed May 22, 2003 (File No. 0-16284)).
(5.1) Opinion of Michael A. Sosin, Vice President, General Counsel and
Secretary of TechTeam Global, Inc.
(23.1) Consent of Registered Independent Public Accountant.
(23.2) Consent of Michael A. Sosin, Vice President, General Counsel and
Secretary of TechTeam Global, Inc. (included in Exhibit 5.1).
(24) Power of Attorney (contained on the signature page hereto).
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