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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-16284
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NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 11-K / / Form 20-F /X/ Form 10-Q
/ / Form N-SAR
For Period Ended: September 30, 1997
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above
identify the Item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant National TechTeam, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
835 Mason, Ste. 200
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City, State and Zip Code Dearborn, MI 48214
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PART II. RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
/ / (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/ / (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
See Attachment
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lawrence A. Mills 313 277-2277
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during preceding 12 months or for such shorter period that the
registrant was required to file such report been filed? If the answer is no,
identify report(s). /X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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National TechTeam, Inc.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 14, 1997 By L.A. Mills
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Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall
be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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Part III - Narrative
Part IV - Other Information, Item(3)
National TechTeam, Inc. expects to restate its financial statements for the
Fourth Quarter 1996 and the First and Second Quarters 1997. The Company
expects that certain revenues previously recorded in those quarters will be
deferred and recognized as income in future periods when the expenses of
related contemporaneous purchase/sale transactions are recognized.
In response to inquiries concerning the timing of recognition of certain
revenues and an investigation by the Securities and Exchange Commission, the
Company and the Audit Committee of its Board of Directors have asked its
independent auditors to review and report on the accounting for certain
contemporaneous purchase/sale transactions between the Company and licensees of
its software products occurring in the Fourth Quarter of 1996 and the First and
Second Quarters of 1997. That review is ongoing and is expected to be
completed shortly.
While the impact of this restatement is expected to have no material impact on
the previously announced loss for the Third Quarter 1997, the adjustments to
previous periods and their impact on the September 30, 1997 balance sheet have
not yet been determined, resulting in a delay in filing the Third Quarter 1997
Form 10-Q.
See attached press release dated October 30, 1997.
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[TECHTEAM LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE -- OCTOBER 30, 1997 International Provider of Computer
Services
National TechTeam, Inc.
835 Mason Street, 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, INC. ANNOUNCES REVENUES AND
EARNINGS FOR THIRD QUARTER AND FIRST NINE MONTHS 1997
DEARBORN, MICHIGAN, October 30, 1997... NATIONAL TECHTEAM, INC., Nasdaq symbol
("TEAM"), today reported revenues and earnings for third quarter and the first
nine months 1997. For the quarter ended September 30, 1997, revenues were
$20,153,080, a 2.4% increase over the $19,687,472 reported for the third
quarter of 1996. The net loss for the quarter was $1,155,500, or $0.07 per
share, compared with net income of $1,095,692, or $0.09 per share, for the
corresponding quarter in 1996. Project delays for the Company's Call Center
Services, service interruptions by a major customer, and significant start-up
costs in connection with new contracts resulted in the third quarter 1997 loss.
For the first nine months of 1997, National TechTeam earned $742,094, or $0.05
per share, on revenues of $59,319,587. This represents a 12.5% increase in
revenues and a decrease in earnings which were $52,749,102 and $2,624,579, or
$0.22 per share, respectively, in the first nine months of 1996.
For the third quarter, Call Center Services revenues decreased 11.7% to
$7,635,211 from $8,643,477 in the third quarter 1996. However, the number of
Call Center Services contracts increased to 41 as compared with 33 at September
30, 1996. For the first nine months 1997, Call Center Services revenues
increased 25.3% to $28,863,058 from $23,030,396 in 1996. Revenues for
Corporate Services increased 13.3% to $12,517,869 in the third quarter of 1997
from $11,043,995 for third quarter 1996. For the first nine months 1997,
Corporate Computer Services revenue increased 2.5% to $30,456,529 from
$29,718,733 in 1996.
In making the announcement, William F. Coyro Jr., stated, "Demand for
TechTeam's services continues to be strong, and we believe the call center and
corporate computer service industries will continue to grow worldwide. We
also believe our fundamental business plan remains strong, and we are confident
about our strategy for increasing revenues and earnings in the future. Our
recently announced joint ventures with General Electric and the Michigan Credit
Union Association are the types of business that will drive improved results.
National TechTeam expects to see strong improvement in the near term and
positive earnings for the fourth quarter of 1997."
-more-
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[TECHTEAM, INC LOGO]
TECHTEAM NATIONAL
NATIONAL TECHTEAM, INC. NEWS RELEASE
<TABLE>
<CAPTION>
Quarter Ended September 30 1997 1996
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<S> <C> <C>
Revenues $20,153,080 $19,687,472
Income/(Loss) Before Tax Provisions (1,804,564) 1,887,692
Tax Provisions (649,064) 792,000
Net Income/(Loss) (1,155,500) 1,095,692
Primary and Fully Diluted
Earnings/(Loss) (0.07) 0.09
Per Share
Weighted Average Number of Common
Shares and Common Share
Equivalents Outstanding
Primary 15,887,531 12,500,426
Fully Diluted 15,887,531 12,594,440
<CAPTION>
First Nine Months 1997 1996
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<S> <C> <C>
Revenues $59,319,587 $52,749,102
Income Before Tax Provisions 1,411,390 5,156,879
Tax Provisions 669,836 2,532,300
Net Income 742,094 2,624,579
Primary and Fully Diluted Earnings
Per Share 0.05 0.22
Weighted Average Number of Common
Shares and Common Share
Equivalents Outstanding
Primary 16,054,672 12,151,408
Fully Diluted 16,054,672 12,189,941
</TABLE>
Note: All 1996 amounts have been restated for the purchase of Compuflex Systems,
Inc. which has been accounted for on the pooling of interests basis.
The foregoing contains forward-looking statements. The matters expressed in such
statements are subject to numerous uncertainties and risks including but not
limited to general economic conditions in the markets in which TechTeam
operates, fluctuation in demand for computer related services and products, and
current expectations of TechTeam or its management. Should one or more of those
uncertainties or risks materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described as
forward-looking statements. TechTeam does not intend to update those
forward-looking statements.
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 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,
instructor-led and computer-based training. National TechTeam is traded under
the symbol "TEAM".
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