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): MAY 4, 2006
TECHTEAM GLOBAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-16284 38-2774613
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
27335 West 11 Mile Road
Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (248) 357-2866
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(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)
[X] 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
On February 23, 2006, the Company was notified by Costa Brava
Partnership III, L.P. ("Costa Brava") of its intent to nominate seven
directors to replace the Company's current Board of Directors. On February
27, 2006, TechTeam Global, Inc. (the "Company") announced its intention to
contest the slate of nominees proposed by Costa Brava (the contest between
the two slates of nominees being the "Proxy Contest"). On May 4, 2006, the
Company entered into a Settlement Agreement with Costa Brava ("Settlement
Agreement"), attached hereto as Exhibit 99.1, resolving the Proxy Contest.
Under the terms of the Settlement Agreement, Costa Brava agreed to
withdraw its slate of nominees, and the Company agreed to nominate the
following individuals to stand for election at the Company's Annual
Meeting on June 14, 2006 ("Annual Meeting"): William C. Brown, the
Company's President and Chief Executive Officer, Kent Heyman, General John
P. Jumper (USAF Ret.), James A. Lynch, Alok Mohan, James G. Roche, Andrew
R. Siegel, and Richard R. Widgren. Messrs. Heyman, Lynch, Mohan and Siegel
were candidates on the Costa Brava slate of nominees it announced on
February 24, 2006.
Further, the Settlement Agreement also provides that 1) the Company
will reimburse Costa Brava up to $700,000 for their expenses incurred as a
result of the Proxy Contest and its request for the production of the
Company's books and records; 2) Mr. Mohan will serve as the Chairman of
the Board from June 14, 2006 through the first meeting of the Board of
Directors after January 1, 2007, at which point, the Board of Directors
will again elect a chairman; 3) Costa Brava will stay its pending
litigation until the Annual Meeting has been held, and dismiss it with
prejudice thereafter; and 4) Costa Brava and the Company provide a general
release against claims resulting from or arising out of the Proxy Contest.
ITEM 8.01 OTHER EVENTS
On May 4, 2006, TechTeam Global, Inc. issued a press release
announcing the Settlement Agreement.
A copy of the press release is attached as Exhibit 99.2 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 The Report
EXHIBIT 99.1 Settlement Agreement between Costa Brava Partnership III, LP and
TechTeam Global, Inc., dated May 4, 2006.
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EXHIBIT 99.2 TechTeam Global, Inc. Press Release dated May 4, 2006.
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
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Michael A. Sosin
Vice President, General Counsel and
Secretary
Date: May 8, 2006
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Settlement Agreement between Costa Brava Partnership III, LP and
TechTeam Global, Inc. dated May 4, 2006.
99.2 TechTeam Global, Inc. Press Release dated May 4, 2006.
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