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): MAY 25, 2005
TECHTEAM GLOBAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-16284 38-2774613
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
27335 West 11 Mile Road
Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (248) 357-2866
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(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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230 .425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
TechTeam Global, Inc. ("TechTeam" or the "Company")
entered into an employment agreement with William F. Coyro,
Jr., its President and Chief Executive Officer, on May 28,
2005 ("Employment Agreement"). Under the Employment Agreement,
Dr. Coyro's base salary is $360,000 per annum, and he is
entitled to participate in the Company's Annual Incentive Plan
and Long Term Incentive Plan.
The term of the Employment Agreement is from May 1,
2005 through April 30, 2008. The Employment Agreement
terminates automatically with the death or disability of Dr.
Coyro. Otherwise, during the term of the Employment Agreement,
TechTeam may terminate Dr. Coyro's employment only for "cause"
which includes, but is not limited to, (1) any material breach
of the Employment Agreement by Dr. Coyro, which is not
remedied within thirty (30) days after written notice thereof,
(2) Dr. Coyro's conviction of a felony or other crime
involving moral turpitude, any act or omission by him during
the Employment Period involving willful malfeasance or gross
negligence in the performance of his duties hereunder, or (3)
Dr. Coyro's failure to follow the reasonable instructions
given in good faith by the Board, which is not remedied within
thirty (30) days after written notice thereof. After April 30,
2008, the Employment Agreement can be terminated with sixty
(60) days prior notice.
Under the Employment Agreement, the Company provides
Dr. Coyro with an individual medical insurance policy, as well
as other benefits made available to other employees and
management of TechTeam. In the event of a change of control in
the ownership of the Company with less than one year remaining
on the term of the Agreement, Dr. Coyro's Employment Agreement
Relating to a Change of Control will be effective, and if
triggered, he would be entitled to salary payments of not more
than one year's salary. The Agreement also provides certain
covenants by Dr. Coyro not to compete with TechTeam during the
term of the Agreement and two years thereafter.
A copy of the Employment Agreement is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On May 25, 2005, the Board of Directors ("Board") of
TechTeam Global, Inc. ("TechTeam") approved the Bylaws of
TechTeam Global, Inc. as Amended and Restated on May 25, 2005
("Bylaws"). The changes to the Bylaws include:
a. Article I, Section 1 was modified to provide
that the Annual Meeting of the Company is to
be held in May of each year at a date, time
and place to be determined by the Board;
b. Article II, Section 2 was modified to reduce
the number of
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current director positions on the Board from
ten (10) to seven (7);
c. Article II, Section 4 was modified to
eliminate the requirement that the Board
report all material actions taken by the
Board during a year at the next Annual
Meeting of Shareholders;
d. Article 6, Section 6 was modified to enable
notice of meeting of the Board to be given
by facsimile or email; and
e. Typographical corrections were made.
A copy of the Bylaws are attached as Exhibit 99.2
to this Current Report on Form 8-K and is incorporated
herein by reference.
ITEM 8.01 OTHER EVENTS
On May 25, 2005, Richard R. Widgren was elected to
TechTeam's Board by the shareholders. Mr. Widgren is currently
Vice President -- Finance, Treasurer and Chief Financial
Officer of Urban Science, Inc., a retail sales channel
consulting company, where he began employment in August of
2001. Previously, Mr. Widgren service as Vice President --
Finance and Corporate Controller of Kelly Services, Inc. Mr.
Widgren will serve on the Audit Committee and Strategy and
Investment Committee of the Board.
Further, on May 25, 2005, the TechTeam Board
re-elected Kim A. Cooper to serve as the Chairman of the Board
until the 2006 Annual Meeting of the Board or his successor is
elected. Mr. Cooper, 46, became a director in March 1996, and
Chairman of the Board in May 2003.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) THE FOLLOWING EXHIBITS ARE INCLUDED WITH THE REPORT
EXHIBIT 99.1 Employment and Noncompetition Agreement between TechTeam
Global, Inc. and William F. Coyro, Jr. effective May 1, 2005.
EXHIBIT 99.2 Bylaws of TechTeam Global, Inc. as Amended and Restated on
May 25, 2005
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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.
TECHTEAM GLOBAL, INC.
By /s/ Michael A. Sosin
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Michael A. Sosin
Secretary
Date: June 1, 2005
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Employment and Noncompetition Agreement between
TechTeam Global, Inc. and William F. Coyro, Jr.
effective May 1, 2005.
99.2 Bylaws of TechTeam Global, Inc. as Amended and
Restated on May 25, 2005
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