defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
TechTeam Global, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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computed pursuant to Exchange Act Rule 0-11 (set forth the amount
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Proposed maximum aggregate value of transaction: |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No. |
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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 Globals 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 Globals 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.
Important Additional Information Filed With The SEC
TechTeam Global has filed with the SEC a definitive proxy statement dated July 30, 2010 and other
relevant materials in connection with the proposed sale of TechTeam Government Solutions. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED SALE OF TECHTEAM GOVERNMENT
SOLUTIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT MATERIALS FILED BY TECHTEAM GLOBAL WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the definitive 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 definitive 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
Globals Web site at http://www.techteam.com/investors.
Participants in the Solicitation
TechTeam Global, Jacobs Engineering and their respective directors, executive officers and
employees may be deemed to be participants in the solicitation of proxies with respect to the
proposed stock sale and the other matters to be brought at the special meeting of TechTeam Globals
stockholders to which the definitive proxy statement relates. Information regarding the directors
and executive officers of TechTeam Global and their ownership of TechTeam Global shares is
contained in TechTeam Globals Annual Report on Form 10-K for the fiscal year ended December 31,
2009 (the 2009 Form 10-K), the proxy statement for TechTeam Globals 2010 Annual Meeting of Stockholders which was filed
with the SEC on April 30, 2010, and the definitive proxy statement referred to above, 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, Inc. and Jacobs Engineering Group, and their respective directors and executive
officers, with respect to the proposed stock sale by reading the definitive proxy statement and
other filings referred to above.
Cautionary Statement Regarding Forward-Looking Statements
The statements contained in this document that are not purely historical, including statements
regarding TechTeam Globals 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 Globals ability
to consummate the proposed stock sale and TechTeam Globals 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 Globals 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 Globals 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 Globals 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 Globals 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 Globals 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 the 2009 Form 10-K, (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.