Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NATIONAL TECHTEAM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 38-2774613
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
22000 Garrison Avenue
Detroit, Michigan 48124
(Address of principal executive offices) (Zip Code)
1990 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Robert A. Hudson, Esquire
Berry, Moorman, King & Hudson, P.C.
600 Woodbridge Place
Detroit, Michigan 48226
(Name and address of agent for service)
(313) 567-1000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock
(par value
$.01 per share) 2,000,000 $14.50* $29,000,000 $10,000.00
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<FN>
* Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) on the basis of the closing prices of the Common Stock
as quoted on NASDAQNMS on May 22, 1996.
</TABLE>
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Form S-8
Item Caption or Location in
Number Caption Registration Statement
- --------- ------- ----------------------
1. Plan Information Not Required to be Filed
2. Registrant Information and Not Required to be Filed
and Employee Plan Information
3. Incorporation of Documents by Incorporation of Certain
Reference Documents By Reference
4. Description of Securities Description of Securities
5. Interests of Named Experts Interests of Named Experts
and Counsel and Counsel
6. Indemnification of Directors Indemnification of
and Officers Directors and Officers
7. Exemption from Registration Not Applicable
Claimed
8. Exhibits Exhibits
9. Undertakings Undertakings
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
National TechTeam, Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents previously
filed by it with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(b) All other reports filed by Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act since December 31, 1995.
(c) The description of the common stock being offered contained
in the Registration Statement on Form 8-A filed by the Registrant with
the Securities and Exchange Commission on or about October 7, 1987,
which incorporated such information by reference from Registrant's
Amendment No. 2 to Registration Statement, File No. 33-9524-LA, filed
on January 21, 1987.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
The Common Stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Counsel and Experts.
Robert A. Hudson, Secretary of the Company, is a shareholder of Berry,
Moorman, King & Hudson, Professional Corporation which has provided certain
services to the Company in connection with this Registration Statement and
beneficially owns 23,100 shares of the Registrant's common stock.
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<PAGE>
Item 6. Indemnification of Directors and Officers
Article V of the Registrant's By-laws provides that, to the extent
permitted by Delaware law, the Company shall indemnify any of its present or
former officers, directors, employees or agents against all expenses
(including attorneys fees), judgment, fines and amounts to which they may
become subject by reason of being or having been a director, officer, employee
or agent of the Company.
Article V, Section 4 of the Company's By-laws permits the Company to
pay expenses incurred by an officer or director in defending an action, suit
or proceeding for which indemnification may be made in advance of its final
disposition upon receipt of an undertaking by or on behalf of the officer or
director to repay the expenses if it is ultimately determined that the person
is not entitled to be indemnified.
Article V, Section 6 provides that the Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent against any liability asserted against him or her and
incurred by him or her in such capacity or arising out of his or her status as
such, whether or not the Company would have the power to indemnify him or her
against such liability under Article V.
The Company's directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities which may be incurred by
them, but excluding any liabilities arising out of any merger, acquisition, or
reorganization of the Company or attributable to the purchase and sale of any
security or the violation of any provisions of the federal or state securities
laws or the Racketeer Influenced and Corrupt Organizations Act.
The indemnification provisions contained in the Company's By-laws are
expressly permitted by Section 145 of the Delaware Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description Page
- ------ ----------- ----
4. Instruments defining the rights 3.1, 3.2, 3.3*
of security holders
5. Opinion of Berry, Moorman, King E-1
& Hudson, P.C. regarding
the legality of the shares
being issued
23.1 Consent of Ernst & Young, LLP E-2
23.2 Consent of Berry, Moorman, King
& Hudson P.C. (this is contained
in Exhibit 5)
24. Power of Attorney (this is contained
on Page II-5 of this Registration Statement)
* Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995. The numbers set forth are the numbers
those exhibits were given therein.
Item 9. Undertakings
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to:
(i) include any prospectus required by Section
10(a)(3) of the 1933 Act;
(ii) reflect in the Prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant
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<PAGE>
to Section 13 or Section 15(d) of the 1934 Act that are incorporated
by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
2. The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Dearborn, State of Michigan, on the
15th day of May, 1996.
NATIONAL TECHTEAM, INC.,
a Delaware corporation
By: /s/ William F. Coyro, Jr.,
----------------------------------
William F. Coyro, Jr.,
Chairman, Chief Executive Officer,
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitute and appoints William F. Coyro, Jr. and Lawrence A.
Mills, and each of them, true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or would do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ William F. Coyro, Jr. Chairman, Chief Executive May 15, 1996
- ------------------------- Officer and Director
William F. Coyro, Jr.
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<PAGE>
/s/ Lawrence A. Mills Chief Financial Officer May 15, 1996
- ------------------------ and Treasurer
Lawrence A. Mills
/s/ Kim A. Cooper Director May 15, 1996
- ------------------------
Kim A. Cooper
/s/ Valerie Niemiec Director May 15, 1996
- ------------------------
Valerie Niemiec
/s/ Wallace D. Riley Director May 15, 1996
- ------------------------
Wallace D. Riley
/s/ Richard G. Somerlott Director May 15, 1996
- ------------------------
Richard G. Somerlott
/s/ Leroy H. Wulfmeier Director May 15, 1996
- ------------------------
Leroy H. Wulfmeier
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EXHIBIT 5
[ Letterhead of Berry, Moorman, King & Hudson ]
Detroit Office
May 24, 1996
National TechTeam, Inc.
22000 Garrison Avenue
Dearborn, MI 48224
Re: National TechTeam, Inc.
Registration Statement on Form S-8 for Offering
of a Maximum of 2,000,000 Shares of Common Stock
------------------------------------------------
Gentlemen:
In connection with the registration by you of 2,000,000 shares of
Common Stock (the "Shares") of National TechTeam, Inc. (the "Company") on Form
S-8 under the Securities Act of 1933, as amended, which are to be offered and
sold pursuant to the Company's 1990 Nonqualifed Stock Option Plan (the
"Plan"), it is our opinion that when the Shares have been issued and sold
pursuant to the provisions of the Plan and in accordance with the Registration
Statement, the Shares will be duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BERRY, MOORMAN, KING & HUDSON, P.C.
By: /s/ Robert A. Hudson
--------------------------
Robert A. Hudson
RAH:gam
E-1
Exhibit 23.1
We consent to the incorporation by reference in the Registration Statement
(Form S-8) for 2,000,000 shares of common stock pertaining to the National
TechTeam, Inc. 1990 Nonqualified Stock Option Plan of our report dated
February 23, 1996, with respect to the consolidated financial statements and
schedules of National TechTeam, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Detroit, Michigan
May 24, 1996
E-2
