<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------
NATIONAL TECHTEAM, INC.
(Exact name of registrant, specified in its charter)
----------------------------------------------------
DELAWARE 7379 38-3774613
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Number) Identification No.)
incorporation or organization)
22000 GARRISON AVENUE
DEARBORN, MICHIGAN 48124
(313) 277-2277
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ROBERT A. HUDSON, ESQUIRE
BERRY, MOORMAN, KING & HUDSON, P.C.
600 WOODBRIDGE PLACE
DETROIT, MICHIGAN 48226
(313) 567-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
<PAGE> 2
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED PROPOSED AMOUNT
SECURITIES TO BE BE MAXIMUM MAXIMUM OF
REGISTERED REGISTERED OFFERING AGGREGATE REGISTRATION
PRICE PER OFFERING FEE
SHARE(1) PRICE(1)
Common Stock, par value 67,737 $17.81 $1,206,565.31 $365.63
$.01 per share
================================================================================
(1) The registration fee is calculated pursuant to Rule 457(c) based on
the average of the high and low sales prices on the NASDAQ National
Market on March 19, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion
Preliminary Prospectus Dated March 21, 1997
PROSPECTUS NATIONAL TECHTEAM, INC.
67,737 SHARES OF COMMON STOCK
All of the 67,737 shares of Common Stock offered hereby (the "Shares")
are being offered for the account of certain shareholders (the "Selling
Shareholders") of National TechTeam, Inc. (the "Company"). See "Selling
Shareholders." The Selling Shareholders are all former shareholders of
WebCentric Communications, Inc. ("Webcentric") and acquired the Shares in
January, 1997 pursuant to an Agreement and Plan of Merger dated
December 23, 1996 between Webcentric, the Company and TechTeam
Training, Inc., a wholly-owned subsidiary of the Company, pursuant to which
TechTeam Training, Inc. acquired all of the outstanding shares of capital stock
of Webcentric. The Company will not receive any of the proceeds from the sale
of the Shares by the Selling Shareholders.
The Company has been advised by each Selling Shareholder that the
Shares may be offered or sold by or for the account of such Selling
Shareholders from time to time, at prices and on terms to be determined at the
time of sale, to purchasers directly or through underwriters, brokers, dealers
or agents, who may receive compensation in the form of underwriting discounts,
commissions or concessions. From time to time the Selling Shareholders may
engage in short sales, short sales versus the box, puts and calls and other
transactions in securities of the Company, or derivatives thereof, and may sell
and deliver the Shares in connection therewith. The Selling Shareholders and
any brokers, dealers, agents or underwriters that participate with the Selling
Shareholders in the distribution of Shares may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any discounts,
concessions and commissions received by such brokers, dealers, agents or
underwriters and any profit on the resale of the Shares purchased by them may
be deemed to be underwriting discounts and commissions under the Securities
Act. The aggregate net proceeds to the Selling Shareholders from the sale of
the Shares offered by the Selling Shareholders hereby will be the purchase
price of such Shares, less any commissions, if any, and other expenses of
issuance and distribution not borne by the Company. See "Plan of
Distribution."
The Common Stock is quoted on the Nasdaq National Market under the
symbol "TEAM." On March 18, 1997, the closing price of the Common Stock was
$17.12 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is March _____, 1997.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Seven World Trade Center, 13th Floor, New York, NY 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may also be obtained at prescribed rates from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission maintains a web site
(http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants that file electronically with the Commission.
In addition, the Company's Common Stock is quoted on the Nasdaq
National Market System. Reports, proxy and information statements and other
information concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement. Statements contained herein concerning any document
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement. Each
such statement is qualified in its entirety by such reference. Copies of all
or any part of the Registration Statement, including exhibits thereto, may be
obtained, upon payment of the prescribed fees, at the offices of the
Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The descriptions of the Company's Common Stock that are
contained in the Registration Statement on Form 8-A filed by the Company to
register such securities under Section 12 of the Exchange Act, File No.
0-16284, including any amendment or report filed for the purpose of updating
such descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering described herein shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or any subsequently filed document which is deemed
to be incorporated by reference herein modifies or supersedes such document.
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<PAGE> 5
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of any
document incorporated herein by reference (other than exhibits to such document
which are not specifically incorporated by reference in such document).
Requests for such documents should be directed to: National TechTeam, Inc.,
Attn: G.K. DeSantis, 22000 Garrison Avenue, Dearborn, Michigan 48124,
telephone (313) 277-2277. In order to insure timely delivery of the documents,
any request should be made by no later than five business days prior to the
date on which such person must make a final investment decision.
FORWARD-LOOKING INFORMATION
This Prospectus incorporates by reference certain forward-looking
statements and information relating to the Company that are based on the
beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. When used in the
documents incorporated by reference, the words "anticipate", "believe",
"estimate", "expect" and similar expressions, as they relate to the Company or
the Company's management, are intended to identify forward-looking statements.
Such statements reflect the current view of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions. These
risks may include, without limitation, those related to concentration of
revenues, management of growth, competition, reliance on key executives,
attraction and retention of employees, economic conditions, international
operations, user acceptance, rapid technology changes and dependence on new
solutions and technological difficulties. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. The Company does not intend to update these
forward-looking statements.
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<PAGE> 6
THE COMPANY
The Company 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 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. The Company's client base
includes Hewlett-Packard, Ford, Chrysler, First Chicago NBD, United Parcel
Service, Owens- Corning, Novell and Sun Microsystems. Many of the Company's
clients utilize services offered by both of the Company's business units. The
Company has experienced rapid growth as the trend toward outsourcing has
increased. Between 1992 and 1996, revenues increased from $10.9 million to
$69.2 million and net income increased from $766,000 to $4.8 million. This
represents compounded annual growth rates of 58.7% and 58.2% in revenues and
net income, respectively.
The Company's executive offices are located at 22000 Garrison Avenue,
Dearborn, Michigan 48124, and its telephone number is (313) 277- 2277.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the Selling
Shareholders.
SELLING SHAREHOLDERS
As of March 10, 1997, the Company had 14,859,867 shares of
Common Stock outstanding. The Selling Shareholders are all former shareholders
of WebCentric Communications, Inc. ("Webcentric") and acquired the Shares in
January, 1997 pursuant to an Agreement and Plan of Merger dated December 23,
1996, between Webcentric, the Company and TechTeam Training, Inc., a
wholly-owned subsidiary of the Company, pursuant to which TechTeam Training,
Inc. acquired all of the outstanding shares of capital stock of Webcentric.
The following table sets forth certain information regarding the
Common Stock owned by the Selling Shareholders as of February 28, 1997 and
after the sale of all of the Shares offered by them hereby. All persons have
sole voting and investment power with respect to the shares of Common Stock
unless otherwise indicated. All of the Selling Shareholders hold less than one
percent of the Company's outstanding Common Stock.
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<PAGE> 7
NAME OF BENEFICIAL SHARES OWNED SHARES BEING OFFERED SHARES OWNED
OWNER PRIOR TO OFFERING AFTER OFFERING
Daniel Kemp 92,547 16,279 76,268
Michael Vesey 69,571 13,482 56,089
Bruce Botkin 34,966 8,877 26,089
David Grunsted 17,478 3,649 13,829
John Borders 6,156 591 5,565
Thomas Liese 4,154 1,391 2,763
Mitzi Marti 1,043 1,043 -0-
Daniel Linder 209 209 -0-
Christopher Krebs 1,043 1,043 -0-
Summa Four, Inc. 23,176 23,176 -0-
------
67,737
PLAN OF DISTRIBUTION
The Company has been advised by each Selling Shareholder that such
Selling Shareholder may sell all or a portion of the Shares offered by such
Selling Shareholder hereby from time to time through the Nasdaq National
Market. The Selling Shareholders may also make private sales to purchasers
directly or to or through a broker or brokers. Alternatively, the Selling
Shareholders may from time to time offer the Shares through underwriters,
brokers, dealers or agents, who may receive compensation in the form of
underwriting discounts, commissions or concessions from the Selling
Shareholders and/or the purchasers of the Shares for whom they act as agent.
From time to time the Selling Shareholders may engage in short sales, short
sales versus the box, puts and calls and other transactions in securities of
the Company, or derivatives thereof, and may sell and deliver the Shares in
connection therewith. The distribution of the Shares may be effected from time
to time in one or more transactions that may take place through the Nasdaq
National Market, including block trades or ordinary broker's transactions, or
through privately negotiated transactions, or through a combination of any such
methods of sale, at the market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. To the
extent required, the number of Shares to be sold, the purchase price, the name
of any such agent, broker, dealer or underwriters and any applicable
commissions with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. The aggregate net proceeds to the Selling
Shareholders from the sale of the Shares offered by the Selling Shareholders
hereby will be the purchase price of such Shares, less any commissions, if any,
and other expenses of issuance and distribution not borne by the Company.
The Selling Shareholders and any brokers, dealers, agents or
underwriters that participate with the Selling Shareholders in the distribution
of Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any discounts, concessions and commissions
received by
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<PAGE> 8
such brokers, dealers, agents or underwriters them and any profit on the resale
of the Shares purchased by them may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Company has agreed to bear all expenses (other than any
commissions or discounts of underwriters, dealers or agents or brokers' fees
and the fees and expenses of their counsel) in connection with the registration
of the Shares being offered by the Selling Shareholders hereby.
No underwriter, broker, dealer or agent has been engaged by the
Company in connection with the distribution of the Shares to which this
Prospectus relates.
Any shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling
Shareholders will sell any or all of the Shares. The Selling Shareholders may
transfer, devise or gift such shares by other means not described herein.
In order to comply with certain states' securities laws, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be sold unless the Common Stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of
the Common Stock offered hereby will be passed upon for the Company by Berry,
Moorman, King & Hudson, P.C., Detroit, Michigan. Robert A. Hudson, a
stockholder of Berry, Moorman, King & Hudson, P.C., is the Secretary of the
Company and beneficially owns 23,100 shares of Common Stock.
EXPERTS
The consolidated financial statements of National TechTeam,
Inc. appearing in National TechTeam, Inc.'s Annual Report (Form 10-K) for the
year ended December 31, 1996 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report theron included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
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<PAGE> 9
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO
SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES OR
EXCHANGES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
TABLE OF CONTENTS PAGE
Available Information 2
Incorporation of Certain Documents by Reference 2
Forward-Looking Information 3
The Company 4
Use of Proceeds 4
Selling Shareholders 4
Plan of Distribution 5
Legal Matters 6
Experts 6
67,737 Shares
NATIONAL TECHTEAM, INC.
Common Stock
PROSPECTUS
March _____, 1997
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee $ 365.63
Printing expenses 750.00*
Legal fees and expenses 1,500.00*
Blue Sky fees and expenses 250.00*
Accounting fees and expenses 4,500.00*
Miscellaneous 134.37*
Total $7,500.00
=========
*Estimated
The Company will pay all expenses of the offering other than any
brokerage commissions and transfer taxes.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of such person's
service, at the corporation's request, as a director, officer, employee or
agent of another corporation or other enterprise, against expenses (including
attorneys' fees) that are actually and reasonably incurred by such person
("Expenses"), and judgments, fines and amounts paid in settlement that are
actually and reasonably incurred by such person, in connection with the defense
or settlement of such action; provided that such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. Although Delaware law permits a corporation to indemnify any person
referred to above against Expenses in connection with the defense or settlement
of an action by or in the right of the corporation, provided that such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the corporation's best interests, if such person has been judged
liable to the corporation, indemnification is only permitted to the extent that
the adjudicating court (or the court in which the action was brought)
determines that, despite the adjudication of liability, such person is entitled
to indemnity for such Expenses as the court deems proper. The determination as
to whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of disinterested
members of the board of directors, or (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders. The General Corporation Law
of Delaware also provides for mandatory indemnification of any director,
officer, employee or agent against Expenses to the extent such person has been
successful in any proceeding covered by the statute. In addition, the General
Corporation Law of Delaware provides for the general authorization of
advancement of a director's or officer's litigation expenses in lieu of
requiring the authorization of such advancement by the board of directors in
specific cases, and that indemnification and advancement of expenses provided
by the statute shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement or otherwise.
II-1
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The Company's Bylaws provide that the Company shall indemnify its
directors, officers, employees and agents to the extent permitted by Delaware
law.
The Company maintains a policy of directors and officers liability
insurance.
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 16. EXHIBITS
5.1 Opinion of Berry, Moorman, King & Hudson, P.C.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Berry, Moorman, King & Hudson, P.C. (included in Exhibit
5.1).
II-2
<PAGE> 12
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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) For purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) 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.
(4) 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.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 20th day of
March, 1997.
NATIONAL TECHTEAM, INC.,
a Delaware corporation
By: /s/ William F. Coyro, Jr.
--------------------------------
William F. Coyro, Jr., Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints William F. Coyro, Jr. and
Lawrence A. Mills, or either of them, his true and lawful attorney-in-fact and
agent, 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, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act 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 attorney-in-fact and agent 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.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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 March 20, 1997
- ---------------------------- Officer
William F. Coyro, Jr.
II-4
<PAGE> 14
Principal Financial and
Accounting Officer:
/s/Lawrence A. Mills Chief Financial Officer, March 20, 1997
- ---------------------------- Treasurer and Senior Vice
Lawrence A. Mills President
Director March , 1997
- ---------------------------- -----
Kim A. Cooper
/s/Wallace D. Riley Director March 20, 1997
- ----------------------------
Wallace D. Riley
Director March , 1997
- ---------------------------- -----
Richard S. Somerlott
/s/Leroy Wulfmeier, III Director March 20, 1997
- ----------------------------
Leroy Wulfmeier, III
II-5
<PAGE> 15
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Berry, Moorman, King & Hudson, P.C.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Berry, Moorman, King & Hudson, P.C.
(included in Exhibit 5.1).
<PAGE> 1
EXHIBIT 5.1
March 21, 1997
National TechTeam, Inc.
22000 Garrison Avenue
Dearborn, MI 48124
Ladies and Gentlemen:
We have acted as counsel to National TechTeam, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 of the Company, filed with the Securities
and Exchange Commission on March 21, 1997, as amended (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 67,737 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), to be offered from time to time by certain selling
stockholders in the manner described in the prospectus contained in the
Registration Statement (the "Prospectus"). We have examined the Registration
Statement and originals, or copies certified or otherwise identified to our
satisfaction, of such other documents and corporate records as we have deemed
necessary as a basis for the opinion set forth herein. We have relied as to
factual matters on certificates or other documents furnished by the Company or
its officers and by governmental authorities and upon such other documents and
data that we have deemed appropriate. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the legal capacity of all persons executing such documents,
the conformity to original documents of all documents submitted to us as copies
and the truth and correctness of any representations and warranties contained
therein.
The opinion expressed below is limited to the General Corporation Law
of Delaware. We express no opinion herein concerning any other law.
Based on such examination and review and subject to the foregoing, we
are of the opinion that the Shares have been duly authorized and are validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus.
Very truly yours,
/s/Berry, Moorman, King & Hudson, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333- ) and related Prospectus of
National TechTeam, Inc. for the registration of 67,737 shares of its common
stock and to the incorporation by reference therein of our report dated
February 26, 1997, with respect to the consolidated financial statements of
National TechTeam, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
Detroit, Michigan
March 21, 1997
