Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14(a)-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Materials Pursuant to ss.240.14a-12
TechTeam Global, Inc.
(Name of Registrant as Specified In Its Charter)
Costa Brava Partnership III, L.P.
Seth W. Hamot
Andrew R. Siegel
Carl D. Glaeser
Kent Heyman
James A. Lynch
Alok Mohan
R. David Moon
Edward Terino
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identifying 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 date of its filing.
1) Amount Previously Paid: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
On March 31, 2006, Costa Brava Partnership III, L.P. issued a press release
relating to TechTeam Global, Inc. A copy of the press release is filed herewith
as Exhibit 1.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY COSTA BRAVA AND ITS AFFILIATES FROM THE
STOCKHOLDERS OF TECHTEAM GLOBAL, INC. FOR USE AT ITS ANNUAL MEETING (A) WHEN AND
IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION, AND (B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF TECHTEAM GLOBAL, INC. AND WILL
BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A
POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY COSTA BRAVA ON MARCH 31, 2006.
THAT SCHEDULE 14A AND ALL OF ITS AMENDMENTS ARE CURRENTLY AVAILABLE AT NO CHARGE
ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.
Exhibit 1
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PRESS RELEASE
FOR IMMEDIATE RELEASE
Contacts:
MacKenzie Partners, Inc.
Larry Dennedy: 212-929-5239
Simon Coope: 212-929-5085
COSTA BRAVA IS FORCED TO RESUME PROXY SOLICITATION AND CONTINUE
DELAWARE 220 INVESTIGATION
Boston, March 31, 2006 -- Costa Brava Partnership III LP ("Costa Brava") today
announced that it has reluctantly terminated an attempt to settle the issues of
contention between it and the current Board of Directors of TechTeam Global,
Inc. (NASDAQ: TEAM). While the parties had apparently reached an agreement in
principal on a joint slate of directors, the incumbent board was unable or
unwilling to execute the agreed upon settlement.
"Although Costa Brava bargained in good faith, an acceptable compromise was not
achieved, and Costa Brava intends to continue its proxy contest to replace the
current Board with directors dedicated to maximizing value for all TechTeam
shareholders" said Seth Hamot of Costa Brava. "Over a week ago, after tense and
long negotiations we made in good faith, the parties agreed upon a joint slate
of directors. We were excited by the chance to endorse a mutually agreeable
slate and move forward quickly, without distractions, to improve the underlying
value of the firm. The current board has again let the shareholders down. It is
extremely frustrating."
Hamot continued, "The time for a settlement has now passed, we have no recourse
other that to take our message directly to the shareholders and have them
decide. We believe the current Board must be replaced with Directors focused on
and committed to creating shareholder value. Our slate of Director Nominees is
of the highest integrity and ability, with vast experience in the industry. We
urge shareholders to consider the value of having our slate of active,
experienced and interested professionals working with new CEO Chris Brown to
enhance TechTeam's value."
"Furthermore, we are continuing the Delaware 220 investigation that is scheduled
for an initial trial on April 11, 2006. No matter the outcome of the election
for a new Board, it is our intention to "raise the bar" regarding acceptable
business practices at our company."
Security holders are advised to read the proxy statement and other documents
related to solicitation of proxies by Costa Brava and its affiliates from the
stockholders of TechTeam Global, Inc. for use at its annual meeting (a) when and
if they become available, because they will contain important information,
including information relating to the participants in any such proxy
solicitation, and (b) when and if completed, a definitive proxy statement and a
form of proxy will be mailed to stockholders of TechTeam Global, Inc. and will
be available at no charge at the securities and exchange commission's website at
http://www.sec.gov http://www.sec.gov. Information relating to the potential
participants in a potential proxy solicitation is contained in EXHIBIT 2 TO the
SCHEDULE 14A FILED WITH the SECURITIES AND EXCHANGE COMMISSION BY COSTA BRAVA ON
MARCH 31, 2006. That Schedule 14A and All of its amendments are currently
available at no charge on the Securities and Exchange Commission's website.
Exhibit 2
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The following individuals may be deemed to be participants in the
solicitation pursuant to Instruction 3 to Item 4 of Schedule 14A: Costa Brava
Partnership III, L.P. ("Costa Brava"), Seth W. Hamot, Carl D. Glaeser, Kent
Heyman, James A. Lynch, Alok Mohan, R. David Moon, Andrew R. Siegel and Edward
Terino. Messrs Glaser, Heyman, Lynch, Mohan, Moon, Siegel and Terino are
referred to herein as "Nominees."
Costa Brava is a Delaware limited partnership with its principal
business address at 420 Boylston Street, Boston, MA 02116. Seth W. Hamot, is the
president of Roark, Rearden & Hamot, LLC, which is the general partner of Costa
Brava Partnership III L.P. Costa Brava has an interest in the election of
directors of TechTeam Global, Inc. ("TechTeam") through (1) its beneficial
ownership of 873,943 shares of Common Stock of TechTeam and (2) indemnification
agreements entered into by each Nominee pursuant to which Costa Brava will
indemnify, defend and hold harmless the Nominees against certain losses. Costa
Brava will also pay for its costs associated with the proxy contest.
On February 16, 2006, Costa Brava filed an amended complaint against
TechTeam in the Court of Chancery of the State of Delaware, seeking an order to
compel TechTeam to make certain of the Corporation's books and records available
for Costa Brava's inspection and copying pursuant to 8 Del. C. ss. 220 ("Section
220"). The original complaint was filed on January 24, 2006. Costa Brava alleges
that TechTeam improperly refused to comply with two demand letters seeking to
inspect and photocopy certain of the Corporation's books and records pursuant to
Section 220. In addition, on March 8, 2006, Costa Brava filed a complaint
against TechTeam in the Court of Chancery of the State of Delaware, seeking an
order to compel TechTeam to make its list of stockholders and certain other
books and records available for inspection and copying by Costa Brava pursuant
to Section 220. Costa Brava alleges that TechTeam improperly failed to respond
to its demand for TechTeam's list of stockholders and certain other books and
records.
Mr. Siegel is Senior Vice President of Roark, Rearden & Hamot, LLC, the
General Partner of Costa Brava. As such, Mr. Siegel may be deemed to be the
indirect beneficial owner of 873,943 shares of TechTeam Common Stock.
Mr. Lynch is the beneficial owner of 5,000 shares of TechTeam Common
Stock.
None of Messrs. Glaeser, Heyman, Mohan, Moon or Terino beneficially own
shares of TechTeam Common Stock.
We are not aware of any additional interest, direct or indirect, of
Costa Brava, Mr. Hamot or the Nominees in the solicitation.