Attached files
file | filename |
---|---|
EX-31.2 - TECHTEAM GLOBAL INC | v171467_ex31-2.htm |
EX-32.2 - TECHTEAM GLOBAL INC | v171467_ex32-2.htm |
EX-32.1 - TECHTEAM GLOBAL INC | v171467_ex32-1.htm |
EX-31.1 - TECHTEAM GLOBAL INC | v171467_ex31-1.htm |
EX-23.1 - TECHTEAM GLOBAL INC | v171467_ex23-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
fiscal year ended December 31, 2008
Commission
File Number: 0-16284
TECHTEAM
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
38-2774613
|
(State
or other jurisdiction of incorporation)
|
(I.R.S.
Employer Identification No.)
|
27335
West 11 Mile Road, Southfield, MI 48033
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (248) 357-2866
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class
|
Name of each exchange on which
registered
|
Common
Stock, $.01 par value
|
NASDAQ®
Global Market
|
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨
No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
Yes
¨ No
¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨ Accelerated
filer x Non-accelerated
filer ¨ Smaller reporting company
¨
(Do not
check if smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨
No x
The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant as of June 30, 2008 was approximately $97,583,000 (based
on the June 30, 2008 closing sales price of $10.70 of the registrant’s
common stock, as reported on the NASDAQ® Global
Market). For the sole purpose of making this calculation, the term
“non-affiliates” has been interpreted to exclude directors and executive
officers of the Company. Such interpretation is not intended to be, and should
not be construed to be, an admission by TechTeam Global, Inc. or such directors
or executive officers of the Company that such directors and executive officers
of the Company are “affiliates” of TechTeam Global, Inc., as that term is
defined under the Securities Exchange Act of 1934.
The
number of shares outstanding of the registrant’s common stock as of March 1,
2009 was 10,882,640.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s definitive Proxy Statement, to be filed on or before April
1, 2009, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part
III of this report.
TECHTEAM
GLOBAL, INC.
FORM
10-K/A
TABLE
OF CONTENTS
Page
Number
|
|
PART
IV
|
|
Item
15 Exhibits and Financial Statement Schedules
|
3
|
SIGNATURES
|
7
|
2
EXPLANATORY NOTE
This
Amendment No. 1 on Form 10-K/A amends TechTeam Global, Inc.’s (“TechTeam” or the
“Company”) Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (“Form 10-K”), as filed with the Securities and Exchange
Commission (“SEC”) on March 16, 2009, and is being filed solely for the purpose
of amending Exhibit 23.1.
Except as
described above, no other changes have been made to the initial filing of the
Form 10-K, the initial filing of the Form 10-K continues to speak as of the date
it was originally filed, and the Company has not updated the disclosures
contained therein to reflect any events which occurred at a date subsequent to
the initial filing of the Form 10-K. Accordingly, this Amendment
should be read in conjunction with the initial filing and the Company’s other
filings made with the SEC on or subsequent to March 16, 2009.
PART
IV
Item
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
(a) Certain
documents are filed as part of this Report on Form 10-K/A.
(1)
|
See
“Item 8 — Financial Statements and Supplementary
Data.”
|
(2)
|
Financial
Statement Schedules
|
|
Schedule II
— Valuation and Qualifying Accounts for the years ended December 31,
2008, 2007 and 2006
|
(3)
|
Exhibits.
|
Exhibit
Number
|
Exhibit
|
Reference *
|
||
2.1
|
Share
Purchase Agreement between TechTeam Global AB and SQM Nordic AB dated
January 19, 2007.
|
*10
|
||
2.2
|
First
Amendment of Share Purchase Agreement between TechTeam Global AB and SQM
Nordic AB dated as of February 9, 2007.
|
*10
|
||
2.3
|
Membership
Interest Purchase Agreement between TechTeam Government Solutions, Inc.,
NewVectors Holding LLC, Altarum Supporting Organization, Inc. and Altarum
Institute dated May 23, 2007.
|
*12
|
||
3.1
|
Certification
of Incorporation of TechTeam Global, Inc. filed with the Delaware
Secretary of State on September 14, 1987.
|
*5
|
||
3.2
|
Certificate
of Amendment dated November 27, 1987 to our Certificate of
Incorporation.
|
*5
|
||
3.3
|
Certificate
of Amendment dated May 8, 2002 to Certificate of
Incorporation.
|
*5
|
||
3.4
|
Bylaws
of TechTeam Global, Inc. as Amended and Restated February 13,
2006.
|
*8
|
||
10.1
|
Lease
Agreement for office space in Southfield, Michigan known as the Cumberland
Tech Center between the Company and Eleven Inkster Associates dated
September 27, 1993.
|
*2
|
||
10.2
|
Seventh
Amendment dated August 24, 2006 to the Lease Agreement for office space in
Southfield, Michigan between Eleven Inkster L.L.C. and the
Company.
|
*9
|
||
10.3
|
|
Lease
for office space in Dearborn, Michigan between the Company and Dearborn
Atrium Associates Limited Partnership dated November 18,
1996.
|
|
*3
|
3
Exhibit
Number
|
Exhibit
|
Reference *
|
||
10.4
|
Fourth
Amendment to Lease between the Company and Dearborn Atrium Acquisition,
L.L.C. (successor in interest of Dearborn Atrium Associates Limited
Partnership) dated September 25, 2008.
|
|||
10.5
|
Lease
Agreement for office space in Davenport, Iowa known as the 1010 Shopping
Center between the Company and Partnership 1010, L.L.P. dated August 28,
1999.
|
*4
|
||
10.6
|
Office
Lease Agreement by and between FJ Dulles Business Park II, L.L.C., as
Landlord, and TechTeam Government Solutions, Inc., (formerly known as
Digital Support Corporation) as Tenant, dated December 21,
2000.
|
*6
|
||
10.7
|
Lease
Contract between IMMOBILIERE DE LA RUE DE STRASBOURG SA and TechTeam
Global NV/SA, as amended, dated April 4, 2003.
|
*6
|
||
10.8
|
Amendment
to Contract between EVERE REAL ESTATE (successor in interest to
IMMOBILIERE DE LA RUE STRASBOURG SA) and TechTeam Global NV/SA, as
amended, dated May 10, 2004
|
|||
10.9
|
Office
Building Lease between Elizabethean Court Associates III L.P., as
landlord, and TechTeam Global, Inc., as tenant, dated May 18,
2006.
|
*11
|
||
10.10
|
Lease
Agreement for office space in Bucharest, Romania between S.C.
Italian-Romanian Industrial Development Enterprises – IRIDE SA and
TechTeam Global SRL dated February 2, 2005.
|
*7
|
||
10.11
|
1990
Nonqualified Stock Option Plan.
|
*1
|
||
10.12
|
2004
Incentive Stock and Awards Plan.
|
|||
10.13
|
2006
Incentive Stock and Awards Plan.
|
|||
10.14
|
TechTeam
Global, Inc. Non-Employee Directors Equity Fee Guidelines under 2006
Incentive Stock and Awards Plan.
|
*13
|
||
10.15
|
TechTeam
Global, Inc. Non-Employee Directors Deferred Compensation
Plan.
|
*13
|
||
10.16
|
TechTeam
Global, Inc. Compensation Policy for Non-Employee
Directors.
|
*13
|
||
10.17
|
TechTeam
Global, Inc. Executive Annual Incentive Plan.
|
*18
|
||
10.18
|
TechTeam
Global, Inc. Executive Long Term Incentive Program.
|
*18
|
||
10.19
|
Supplemental
Retirement Plan dated October 1, 2000.
|
*4
|
||
10.20
|
Employment
Agreement Relating to Change of Control.
|
|||
10.21
|
Employment
Agreement between TechTeam Europe, NV and Christoph Neut dated
October 2, 1996.
|
*6
|
||
10.22
|
Employment
and Noncompetition Agreement between TechTeam Global, Inc. and William C.
Brown, dated February 3, 2006.
|
*8
|
||
10.23
|
Amendment
to Employment and Noncompetition Agreement between TechTeam Global, Inc.
and William C. Brown.
|
*14
|
||
10.24
|
Employment
and Noncompetition Agreement between TechTeam Global, Inc. and Gary J.
Cotshott, dated February 11, 2008.
|
*15
|
||
10.25
|
Amendment
to Employment and Noncompetition Agreement between TechTeam Global,
Inc. and Gary J. Cotshott
|
|||
10.26
|
Option
Agreement between TechTeam Global, Inc. and Gary J.
Cotshott
|
|||
10.27
|
Employment
and Non-Competition Agreement of Kamran Sokhanvari
|
*16
|
||
10.28
|
|
Amendment
to Employment and Non-Competition Agreement of Kamran
Sokhanvari
|
|
4
Exhibit
Number
|
Exhibit
|
Reference *
|
||
10.29
|
Employment
and Non-Competition Agreement of Armin Pressler
|
*16
|
||
10.30
|
Amendment
to Employment and Non-Competition Agreement of Armin
Pressler
|
|||
10.31
|
Employment
Separation Agreement and Release of Marc J. Lichtman
|
*18
|
||
10.32
|
Employment
and Non-Competition Agreement of Margaret M. Loebl
|
*19
|
||
10.33
|
Amendment
to Employment and Non-Competition Agreement of Margaret M.
Loebl
|
|||
10.34
|
Option
Agreement between TechTeam Global, Inc. and Margaret M.
Loebl
|
|||
10.35
|
Employment
Agreement Relating to Change of Control of Michael A.
Sosin
|
|||
10.36
|
Employment
Agreement Relating to Change of Control of Christopher
Donohue
|
|||
10.37
|
Employment
Agreement Relating to Change of Control of David A.
Kriegman
|
|||
10.38
|
Credit
Agreement dated as of June 1, 2007 among TechTeam Global, Inc., the
Lenders Party Hereto, JPMorgan Chase Bank, NA, as Administrative Agent and
J.P. Morgan Securities, Inc., as Sole Bookrunner and Sole Lead
Arranger.
|
*12
|
||
10.39
|
Pledge
and Security Agreement dated June 1, 2007 between TechTeam Global, Inc.,
TechTeam Cyntergy, LLC, TechTeam Government Solutions, Inc., Sytel, Inc.
and JPMorgan Chase Bank, N.A. as Administrative Agent.
|
*12
|
||
10.40
|
First
Amendment to Credit Agreement and Consent
|
*17
|
||
10.41
|
Second
Amendment Credit Agreement
|
*18
|
||
21.1
|
List
of subsidiaries of TechTeam Global, Inc.
|
|
||
23.1
|
Consent
of Independent Registered Public Accounting Firm.
|
x
|
||
31.1
|
Certification
of Gary J. Cotshott Pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|
x
|
||
31.2
|
Certification
of Margaret M. Loebl Pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|
x
|
||
32.1
|
Certification
of Gary J. Cotshott Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
x
|
||
32.2
|
Certification
of Margaret M. Loebl Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
x
|
||
99.1
|
|
Strategy
Committee Charter.
|
|
x –Filed
Herewith
Exhibits
10.10 through 10.12 and Exhibits 10.16 through 10.23 represent management
contracts and compensatory plans.
5
Exhibit
|
||
*1
|
Incorporated
by reference to our Annual Report on Form 10-K for the year ended December
31, 1990, filed as Exhibit 4.14 thereto.
|
|
*2
|
Incorporated
by reference to our Annual Report on Form 10-KSB for the year ended
December 31, 1993.
|
|
*3
|
Incorporated
by reference to our Annual Report on Form 10-K dated December 31,
1996.
|
|
*4
|
Incorporated
by reference to our Annual Report on Form 10-K dated March 31,
2001.
|
|
*5
|
Incorporated
by reference to our Annual Report on Form 10-K dated March 18,
2003.
|
|
*6
|
Incorporated
by reference to our Report on Form 10-K dated March 24,
2004.
|
|
*7
|
Incorporated
by reference to our Annual Report on Form 10-K dated March 18,
2005.
|
|
*8
|
Incorporated
by reference to our Annual Report on Form 10-K dated March 16,
2006.
|
|
*9
|
Incorporated
by reference to our Report on Form 10-Q dated November 9,
2006.
|
|
*10
|
Incorporated
by reference to our Report on Form 8-K dated February 9,
2007.
|
|
*11
|
Incorporated
by reference to our Annual Report on Form 10-K dated March 16,
2007.
|
|
*12
|
Incorporated
by reference to our Report on Form 8-K dated June 5,
2007.
|
|
*13
|
Incorporated
by reference to our Report on Form 10-Q dated August 9,
2007.
|
|
*14
|
Incorporated
by reference to our Report on Form 8-K dated November 7,
2007.
|
|
*15
|
Incorporated
by reference to our Report on Form 8-K dated February 14,
2008.
|
|
*16
|
Incorporated
by reference to our Report on Form 8-K dated June 5,
2008.
|
|
*17
|
Incorporated
by reference to our Report on Form 8-K dated June 11,
2008.
|
|
*18
|
Incorporated
by reference to our Report on Form 8-K dated June 18,
2008.
|
|
*19
|
Incorporated
by reference to our Report on Form 8-K dated October 7,
2008.
|
|
*20
|
|
Incorporated
by reference to our Report on Form 10-Q dated November 10,
2008.
|
6
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
Date:
January 15,
2010
|
By:
|
/s/ Gary J. Cotshott
|
Gary
J. Cotshott
|
||
Chairman
of the Board,
President
and Chief Executive
Officer
(Principal Executive
Officer)
|
|||||
By:
|
/s/ Margaret M. Loebl
|
Margaret
M. Loebl
|
|||
Vice
President, Chief Financial
Officer
and Treasurer
(Principal
Financial Officer and
Principal
Accounting
Officer)
|
7