Attached files
file | filename |
---|---|
EX-99.1 - TECHTEAM GLOBAL INC | v187394_ex99-1.htm |
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): June 4,
2010
TECHTEAM
GLOBAL, INC.
(Exact Name of Registrant as
Specified in Charter)
Delaware
|
0-16284
|
38-2774613
|
||||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
||||
27335
West 11 Mile Road
Southfield,
Michigan
|
48033
|
|||||
(Address
of Principal Executive Offices)
|
(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:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM 8.01
Regulation FD Disclosure and Other Events
On June 3, 2010, TechTeam Global, Inc.,
a Delaware corporation (“TechTeam Global”),
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, and subject to satisfaction or waiver of
the conditions therein, TechTeam Global would sell to Jacobs Technology its
government solutions subsidiary, TechTeam Government Solutions, Inc., a Virginia
corporation (“TTGSI”), for a purchase
price of $59 million (the “Purchase Price”),
subject to certain escrows and adjustments in accordance with the terms of the
Stock Purchase Agreement (such sale of TTGSI and the other transactions
contemplated by the Stock Purchase Agreement being hereinafter collectively
referred to as the “Transaction”).
On June
4, 2010, TechTeam Global will hold an investor conference call to discuss the
Transaction. The script for this conference call is attached hereto as Exhibit
99.1.
Important
Additional Information Will Be Filed With The SEC
TechTeam Global plans to file with the
SEC a proxy statement and other relevant materials in connection with the
proposed sale of TTGSI. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED SALE OF TTGSI OR THE TRANSACTION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED
BY TECHTEAM GLOBAL WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SALE OF TTGSI AND THE
TRANSACTION.
Investors
and security holders will be able to obtain free copies of the proxy statement,
including all exhibits thereto, and other documents filed with the SEC by
TechTeam Global through the web site maintained by the SEC at
http://www.sec.gov. In addition, investors and security holders will
be able to obtain, without charge, a copy of the proxy statement, and all
exhibits thereto, from TechTeam Global by submitting a written request to
TechTeam Global, Inc., Attention: Investor Relations, 27335 West 11 Mile Road,
Southfield, Michigan, 48033; or by calling 1-248-357-2866; or by visiting
TechTeam Global’s Web site at http://www.techteam.com/investors. Any reference
to TechTeam Global’s website in this Current Report on Form 8-K is an inactive
hyperlink reference and is not intended to incorporate the contents thereof into
this Current Report on Form 8-K or any other public announcement or
filing.
2
TechTeam Global, Jacobs Engineering,
and their respective directors and executive officers, and certain other
employees of TechTeam Global and Jacobs Engineering, may be deemed to be
participants in the solicitation of proxies with respect to the proposed sale of
TTGSI and the other matters to be brought at the special meeting of TechTeam
Global stockholders to which the proxy statement will relate. Information
regarding the directors and executive officers of TechTeam Global and their
ownership of TechTeam Global shares is contained in the annual report of
TechTeam Global on Form 10-K for the year ended December 31, 2009 and its proxy
statement for its 2010 Annual Meeting of Stockholders which was filed with the
SEC on April 30, 2010, and is supplemented by other public filings made, and to
be made, with the SEC. Information regarding the directors and executive
officers of Jacobs Engineering Group Inc. is contained in the annual report of
Jacobs Engineering Group Inc. on Form 10-K for the year ended October 2, 2009,
which was filed with the SEC on November 20, 2009, and its proxy statement for
its 2010 Annual Meeting of Shareholders, which was filed with the SEC on
December 17, 2009. TechTeam Global investors and security holders may obtain
additional information regarding the direct and indirect interests of TechTeam
Global, Jacobs Engineering Group Inc. and their respective directors and
executive officers with respect to the proposed sale of TTGSI by reading the
proxy statement and other filings referred to above. A more complete description
will be available in the proxy statement to be filed in connection with the
proposed sale of TTGSI. TechTeam Global investors and security holders may
obtain additional information regarding the direct and indirect interests of
TechTeam Global, Jacobs Engineering and their respective directors and executive
officers with respect to the proposed sale of TTGSI by reading the proxy
statement and other filings referred to above.
Safe
Harbor for Forward-Looking Statements
This Current Report on Form 8-K
contains “forward-looking statements” within the meaning of Section 21E of the
Exchange Act, including forward-looking statements about the proposed sale of
TTGSI and the Transaction, and any actions contemplated thereby. The
forward-looking statements are not historical facts but rather are based on
current expectations, estimates and projections about the Transaction, TechTeam
Global’s business and industry, and its beliefs and assumptions. Words such as
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “assume,” “may,”
“plan,” “seek to,” “will,” “would,” “should,” “guidance,” “potential,”
“continue,” “project,” “forecast,” “confident,” “prospects,” and “plan,” and
variations of these words and similar expressions, identify forward-looking
statements, although not all forward-looking statements contain these
identifying words.
These statements are not guarantees of
future performance and are subject to risks, uncertainties and other factors,
many of which are beyond the control of TechTeam Global, are difficult to
predict and could cause actual results to differ materially from those expressed
or forecasted in the forward-looking statements. These risks and uncertainties
include, but are not limited to: (i) TechTeam Global’s ability to
complete the proxy statement with respect to the Transaction and file it with
the SEC on a timely basis; (ii) the failure to satisfy any of the conditions to
completing the Transaction, including the receipt of the required approval of
TechTeam Global’s stockholders and other third parties; (iii) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the Stock Purchase Agreement; (iv) the occurrence of any event, change or
other circumstances that could give rise to a “material adverse effect” under
the Stock Purchase Agreement; (v) the failure of the Transaction to close for
any other reason; (vi) the amount of the purchase price adjustments, costs,
fees, expenses and charges relating to the Transaction; (vii) uncertainties
related to TechTeam Global’s future indemnification obligations under the Stock
Purchase Agreement, including the possibility that it may not receive some or
all of the escrowed portion of the Purchase Price; (viii) TechTeam Global’s
ability to recognize any of the benefits of the Transaction; (ix) the
implementation of TechTeam Global’s strategy to refocus its resources on its
commercial business and market acceptance of its refocused strategy; (x)
uncertainties related to TechTeam Global’s proposed refocused strategy,
including TechTeam Global’s ability to successfully operate the remaining
portion of its business after the completion of the Transaction on a stand-alone
basis; and (xi) other risks, including but not limited to the items discussed in
TechTeam Global’s other filings with the SEC, including in “Item 1A — Risk
Factors” of TechTeam Global’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 (the “2009 Form 10-K”) and
in the proxy statement.
3
Unpredictable or unknown factors could
also have material adverse effects on TechTeam Global. Forward-looking
statements that were believed to be true when made may ultimately prove to be
incorrect or false. All forward-looking statements included in this
Current Report on Form 8-K, or to the documents to which investors are referred
to in this Current Report on Form 8-K, are expressly qualified in their entirety
by the foregoing cautionary statements. Investors should not place
undue reliance upon these forward-looking statements. These
forward-looking statements are based on the information available to TechTeam
Global as of the date of this Current Report, or, in the case of forward-looking
statements included in the 2009 Form 10-K or the proxy statement, as of the date
of the filing or mailing thereof. TechTeam Global does not undertake any
obligation to update or revise these forward-looking statements or to publicly
release the results of any update or revision thereto.
ITEM
9.01. Financial Statements and Exhibits
(c)
Exhibits:
99.1
|
|
Script
for Investor Conference Call on June 4,
2010.
|
4
SIGNATURES
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 hereunto
duly authorized.
TECHTEAM GLOBAL, INC. | |||
|
By:
|
/s/ Michael A. Sosin | |
Michael A. Sosin | |||
Vice President, General Counsel and Secretary |
Date:
June 4, 2010
5
EXHIBIT
INDEX
99.1
|
|
Script
for Investor Conference Call on June 4,
2010.
|
6