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Delaware
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0-16284
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38-2774613
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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| £ |
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))
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| £ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01
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Other
Events
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This
Current Report on Form 8-K is identical to the Current Report mistakenly
filed on September 4, 2007 as a Current Report on Form 8-K/A.
On
August 31, 2007, TechTeam Government Solutions, Inc. (“Government
Solutions”), a wholly-owned subsidiary of TechTeam Global, Inc.
(“TechTeam” or the “Company”), executed a Purchase Agreement to acquire
all of the outstanding stock of R.L. Phillips, Inc. (“R.L. Phillips”), a
Delaware corporation, from James Pietrocini and Rebecca L. Phillips.
As
set forth in the Press Release, dated September 4, 2007 (attached
hereto
as Exhibit 99.1), R.L. Phillips provides information technology,
network
engineering and information assurance services to both government
and
commercial entities, with annual revenue for 2006 of approximately
$5.3
million.
The
purchase price consisted of $1.85 million in cash and $300,000 in
Company
common stock, which is subject to adjustment based on the final working
capital of R.L. Phillips. Cash consideration of $100,000 and all
of the
stock consideration of $300,000 have been withheld as an indemnity
holdback to cover any potential claims for indemnity or breach of
representations and warranties. The Company expects R.L. Phillips
to be
neutral to its earnings in fiscal 2007 and mildly accretive during
the
2008 fiscal year.
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 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 business with the U.S.
Federal Government. There can be no assurance that it will have the
impact
on the Company’s performance as contemplated in this release. All
forward-looking statements included in this 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’s Discussion and Analysis of Financial Condition and
Results of Operations.
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Item
9.01
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Financial
Statements and Exhibits
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(D)
The following exhibits are included with the report:
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||
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Exhibit
99.1
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Press
Release of TechTeam Global, Inc. dated September 4,
2007.
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| TECHTEAM GLOBAL, INC. | ||
| |
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| Date: September 5, 2007 | By: | /s/ Michael A. Sosin |
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Michael A. Sosin |
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| Vice President, General Counsel and Secretary | ||
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Exhibit
No.
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Description
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99.1
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TechTeam
Global, Inc. Press Release dated September 4,
2007.
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