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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 6, 1997
NATIONAL TECHTEAM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16284 38-2774613
(State of other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
835 Mason Avenue, Suite 200 Dearborn, MI 48124
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 277-2277
Item 5. Other Events.
On May 6, 1997, the Registrant announced the adoption of a
shareholder rights plan, providing for a dividend distribution of one
right for each share of the registrant's common stock to holders as of the
close of business on May 7, 1997. The rights will become exercisable only
in the event, with certain exceptions, an acquiring party accumulates, or
announces an offer to acquire, 15% or more of the Registrant's common
stock. The rights will expire on May 6, 2007. Each right will entitle
the holder to buy one one-hundredth of a share of a new series of preferred
stock at a price of $80.00. In addition, upon the occurrence of certain
events, holders of the rights will be entitled to purchase either the
Registrant's common stock or shares in an "Acquiror" at half of the market
value. The Registrant will generally be entitled to redeem the rights at
$0.1 per right at any time until the tenth day following the acquisition of
15% of its common stock.
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The foregoing description of the shareholder rights plan is qualified
by reference to the Rights Agreement, dated May 6, 1997, between the
Registrant and U.S. Stock Transfer Corporation, as Rights Agent, a copy of
which is being filed by the Registrant as an exhibit to its Registration
Statement on Form 8-A.
Item 7(c) Exhibits.
4.1 Rights Agreement, dated as of May 6, 1997, between National TechTeam, Inc.
and U.S. Stock Transfer Corporation, as Rights Agent, which includes as
Exhibit A thereto the Form of Certificate of Designations, as Exhibit B
thereto the Form of Right Certificate, and as Exhibit C thereto the Summary
of Rights to Purchase Preferred Stock, incorporated herein by reference to
Exhibit 1 to National TechTeam, Inc.'s Registration Statement on Form 8-A,
dated May 9, 1997.
20.1 Summary of Rights to Purchase Preferred Stock sent to the Company's
stockholders on May 7, 1997, incorporated herein by reference as Exhibit C
of Exhibit 1 to National TechTeam Inc.'s Registration Statement on Form
8-A, dated May 9, 1997.
99.1 The Company's Press Release regarding the Rights Plan, dated May 9, 1997.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NATIONAL TECHTEAM, INC.
By: Lawrence A. Mills
---------------------------------------
Lawrence A. Mills
Senior Vice President and Chief
Financial Officer
Dated: May 15, 1997
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EXHIBIT LIST
4.1 Rights Agreement, dated as of May 6, 1997, between National TechTeam, Inc.
and U.S. Stock Transfer Corporation, as Rights Agent, which includes as
Exhibit A thereto the Form of Certificate of Designations, as Exhibit B
thereto The Form of Right Certificate, and as Exhibit C thereto the
Summary of Rights to Purchase Preferred Stock, incorporated herein by
reference to Exhibit 1 to National TechTeam, Inc.'s Registrations Statement
on Form 8-A, dated May 9, 1997.
20.1 Summary of Rights to Purchase Preferred Stock sent to the Company's
stockholders on May 7, 1997, incorporated herein by reference as Exhibit C
of Exhibit 1 to National TechTeam, Inc's Registration Statement on Form
8-A, dated May 9, 1997.
99.1 The Company's Press Release regarding the Rights Plan, dated May 9, 1997.
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EXHIBIT 99.1
[TECHTEAM NATIONAL TECHTEAM INC. LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE - MAY 9, 1997 International Provider of Computer Services
National TechTeam, Inc.
835 Mason St., Suite 200
Dearborn, Michigan 48124 NASDAQ/NM-"TEAM"
CONTACT:
NATIONAL TECHTEAM, INC. NATIONAL TECHTEAM, INC.
William F. Coyro, Jr. Lawrence A. Mills
Chief Executive Officer Chief Financial Officer
(313) 277-2277 (313) 277-2277
NATIONAL TECHTEAM ANNOUNCES ADOPTION OF
SHAREHOLDER RIGHTS PLAN
DEARBORN, MICHIGAN, May 9, 1997...The Board of Directors of NATIONAL TECHTEAM,
INC. has adopted a shareholders right plan by declaring a dividend of one
Preferred Share Purchase Right on each outstanding share of TechTeam's common
stock, to be distributed to shareholders of record as of the close of business
on May 7, 1997.
The primary purpose of the distribution of Rights is to ensure that all
stockholders of the Company receive fair treatment in the event of any hostile,
unsolicited offer to acquire control of the Company. Over 1,800 companies have
adopted similar plans. National TechTeam is not aware of any present effort to
acquire control of the Company but is granting the Rights in order to
enhance the ability of the Board to protect stockholder interests in the
future.
The Rights Agreement is not intended to and will not prevent a takeover of
TechTeam at a full and fair price nor should it interfere with any merger or
other business combination that is in the best interests of TechTeam and its
stockholders. However, it may cause substantial dilution to a person or group
that acquires 15% of more of TechTeam's Common Stock unless the Rights are
first redeemed by the Board of Directors. The Rights may be redeemed by
TechTeam at $.01 per Right in cash prior to the day (or such earlier or later
date as the Board may decide) it is announced by TechTeam that a person or
group has acquired 15% or more of TechTeam's voting stock.
The Rights Agreement does not in any way weaken TechTeam's financial strength
or interfere with its business plans. The issuance of the Rights has no
dilutive effect, will not affect reported earnings per share, is not taxable to
National TechTeam or its shareholders and will not change the way in which
TechTeam's shares are traded.
-more-
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[TECHTEAM NATIONAL TECHTEAM, INC. LETTERHEAD]
NEWS RELEASE
The Board of Directors believes that the issuance of the Rights will enhance
management's ability to operate the Company successfully in furtherance of
long-range goals and the objective of giving stockholders every opportunity to
participate fully in TechTeam's future. The Rights will expire on May 6,
2007, if not exercised, exchanged, or redeemed before then.
National TechTeam, Inc. is a leading provider of information technology
outsourcing support services to large national and multi-national corporations,
government agencies and service organizations. The Company offers its services
through two global business units: (i) CALL CENTER SERVICES, which provides
its clients with inbound telephone support for their computer product and
end-users and (ii) CORPORATE COMPUTER SERVICES, which provides corporations
with technical staffing (principally on-site help desk support), systems
integration and instructor-led, computer-based training. National TechTeam is
traded under the symbol "TEAM".
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