e8vk
UNITED STATES
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): November 2, 2007
TECHTEAM GLOBAL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
0-16284 |
|
38-2774613 |
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
27335 West 11 Mile Road, Southfield, MI 48033
(Address of principal executive offices) (Zip Code)
Registrants 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:
|
|
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425) |
|
|
|
o 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-2(b)) |
|
|
|
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On November 7, 2007, TechTeam Global, Inc. (TechTeam or
the Company) issued a press release announcing the
mutual decision between William C. (Chris) Brown, the
Companys President and Chief Executive Officer, and the
Companys Board of Directors that Mr. Browns employment
contract would not be renewed upon its completion on
February 15, 2009. In connection therewith, the Company
commenced an executive search for Mr. Browns successor.
During the search process, Mr. Brown will remain
TechTeams President and Chief Executive Officer. He also
remains a member of the Companys Board of Directors.
On November 2, 2007, the Company and Mr. Brown agreed to
modify his Employment and Noncompetition Agreement by
entering into the Amendment to Employment and
Noncompetition Agreement (Amendment). The Amendment
provides, among other things, that: (1) Mr. Brown will
resign from his current responsibilities on the date the
new President and Chief Executive Officer commences
employment with the Company; (2) at the time of his
resignation, Mr. Brown will (a) undertake appropriate
duties as may be assigned to him by the Chairman of the
Board through the end of his contract on February 15,
2009, including but not limited to customer acquisition
strategy and solution assessments, business unit project
reviews and recommendations, executive personnel
assessments and general consultative initiatives, and (b)
execute a release of any potential claims against the
Company; and (3) in consideration of his continuing
performance of assigned duties and entry into the release
(a) all of Mr. Browns unvested stock-based awards then
outstanding shall become immediately vested on the date
of his resignation as President and Chief Executive
Officer, (b) Mr. Brown will have until February 15, 2010,
to exercise any outstanding stock options, and (c)
Mr. Brown will be paid a bonus for fiscal 2008 of not
less than $75,000; and (4) Mr. Browns noncompete will
end on the earlier of one year after his resignation, one
year after the termination of his employment with the
Company, or July 31, 2009.
The modification of the stock-based awards to accelerate
vesting of equity awards and extend the period in which
stock options may be exercised is triggered at the time
of Mr. Browns entry into the aforementioned release and
his resignation. On the date of resignation, the Company
anticipates recording compensation expense associated
with the stock-based awards that will likely result in a
reduction in earnings per share of approximately
$0.02-$0.03. In the event, Mr. Browns substantive duties
after his resignation are not commensurate with his
salary, the Company may be required to accelerate the
recognition of the expense relating to his compensation
prior to the end of his employment contract.
A copy of this press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated
herein by reference. A copy of the Amendment is attached
hereto as Exhibit 99.2.
-2-
Item 2.02 Results of Operations and Financial Condition
On November 7, 2007, TechTeam Global, Inc. issued a press release
announcing its earnings for the third quarter of 2007.
A copy of this press release is attached as Exhibit 99.3 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(D) The following exhibits are included with this report:
Exhibit 99.1 TechTeam Global, Inc. Succession Plan Press Release dated November 7, 2007. |
|
Exhibit 99.2 Amendment to Employment and Noncompetition Agreement dated November 2,
2007. |
|
Exhibit 99.3 TechTeam Global, Inc. Third Quarter 2007 Earnings Press Release dated
November 7, 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: November 7, 2007
-3-
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
99.1
|
|
TechTeam Global, Inc. Succession Plan Press Release dated November 7, 2007. |
|
|
|
99.2
|
|
Amendment to Employment and Noncompetion Agreement dated November 2, 2007. |
|
|
|
99.3
|
|
TechTeam Global, Inc. Third Quarter 2007 Earnings Press Release dated November 7, 2007 |
E-1