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): FEBRUARY 9, 2007
TECHTEAM GLOBAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-16284 38-2774613
---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) 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
------------------------------------------------------------
(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
See Item 2.01.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On February 9, 2007, TechTeam Global AB ("TechTeam"), a
wholly-owned subsidiary of TechTeam Global, Inc. (the "Company"),
completed the acquisition of all of the outstanding equity in SQM
Sverige AB ("SQM") from SQM Nordic AB ("Seller"). As set forth in
the Company's Press Release, dated February 12, 2007 (attached
hereto as Exhibit 99.1), SQM is a limited liability company based in
Stockholm, Sweden, with annual revenue in 2006 of approximately 81.1
million Swedish Kroner ("SEK") (on February 8, 2007, the exchange
rate was 7.02 SEK to one U.S. dollar), which provides information
technology ("IT") outsourcing services, including technical staffing
solutions, IT infrastructure support solutions and management
consulting relating to corporate IT support operations.
As previously reported in the Company's Current Report on Form
8-K dated January 23, 2007, the Share Purchase Agreement ("SPA",
attached hereto as Exhibit 2.01) was executed on January 19, 2007.
The parties amended the SPA on February 9, 2007 (see First Amendment
of Share Purchase Agreement, dated as of February 9, 2007, attached
hereto as Exhibit 2.02) to (1) require SQM to make a year-end
distribution to the Seller of SEK 4.35 million, (2) increase the
purchase price by SEK 609,000, and (3) require the Seller to
indemnify TechTeam in the event the tax deduction relating to the
distribution is disallowed.
The initial consideration paid by TechTeam at closing was SEK
35.6 million, constituting the adjusted purchase price (SEK 37.9
million) less an initial net cash adjustment (SEK 2.3 million). Of
the initial consideration, SEK 5.7 million was placed into an escrow
holdback for a period of one year after closing to cover any
potential claims for indemnity or breach of representation and
warranties.
The statements contained in this Current Report on Form 8-K
are not purely historical, including statements regarding the
Company's 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.
Forward-looking statements include statements regarding, among other
things, the Company's performance going forward. Forward-looking
statements may be identified by words including, but not limited to,
"anticipates," "believes," "intends," "estimates," "promises,"
"expects," "should," "conditioned upon," and similar expressions.
Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ
materially from those
E-1
projected in the forward-looking statements as a result of various
factors. Specifically, there are significant risks associated with
acquisitions, including the Company's ability to successfully
integrate this acquisition on a timely basis, retain key employees,
retain key customers and grow its infrastructure support business
within the Scandinavian market. There can be no assurance that it
will have the impact on the Company's financial condition and
results of operations contemplated in this release. All
forward-looking statements included in this Form 8-K are based on
information available to the Company on the date hereof, and the
Company assumes no obligation to update any such forward-looking
statements. Prospective investors should also review the Company's
Reports on Forms 8-K, 10-Q, and 10-K filed with the United States
Securities and Exchange Commission, including Management' Discussion
and Analysis of Financial Condition and Results of Operations, and
the risks described therein from time to time.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(D) The following exhibits are included with the report:
Exhibit 2.01 Share Purchase Agreement between TechTeam Global AB and SQM
Nordic AB dated January 19, 2007 (including Exhibits*).
Exhibit 2.02 First Amendment of Share Purchase Agreement, dated as of
February 9, 2007.
Exhibit 99.1 Press Release of TechTeam Global, Inc. dated February 12,
2007.
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
-------------------------------------
Michael A. Sosin
Vice President, General Counsel and
Secretary
Date: February 12, 2007
----------
* Disclosure schedules have been identified in the SPA but are omitted.
The Company will, upon request, furnish a copy of any omitted schedule to the
Commission.
E-2
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2.01 Share Purchase Agreement between TechTeam Global AB and SQM
Nordic AB dated January 19, 2007.
2.02 First Amendment of Share Purchase Agreement, dated as of
February 9, 2007.
99.1 TechTeam Global, Inc. Press Release dated February 12, 2007.
E-3