AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1998
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 of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification
Classification Number) No.)
835 Mason Avenue, Suite 200
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 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>
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. _X_
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.___
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
TITLE OF EACH CLASS OF AMOUNT TO OFFERING AGGREGATE OF
SECURITIES TO BE BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock, par 242,118 $ 9.28 $ 2,246,855 $ 680.87
value $.01 per share
=================================================================================
<FN>
(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 January 2, 1998.
</TABLE>
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>
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 January 7, 1998
Prospectus NATIONAL TECHTEAM, INC.
242,118 Shares of Common Stock
All of the 242,118 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
and option holders of Compuflex Systems, Inc. ("Compuflex") and acquired the
Shares in August, 1997 pursuant to an Agreement and Plan of Merger dated July
30, 1997, between Compuflex, the Company and TechTeam Acquisition No. 1,
Inc., a wholly-owned subsidiary of the Company, pursuant to which TechTeam
Acquisition No. 1, Inc. acquired approximately 98% of the outstanding shares
of capital stock of Compuflex. The remaining minority Compuflex shareholders
received cash for their stock. 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 January 2, 1998, the closing price of the Common Stock was
$9.44 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 January 7, 1998.
<PAGE>
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-A for the year ended
December 31, 1996.
2. The Company's Current Report on Form 8-K as filed with the SEC
December 22, 1997.
3. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
4. 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
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<PAGE>
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. 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, 835 Mason Avenue, Suite 200, 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.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the
Selling Shareholders.
SELLING SHAREHOLDERS
As of January 2, 1998, the Company had 15,906,767 shares of Common
Stock outstanding. The Selling Shareholders are all former holders of shares
or options of Compuflex Systems, Inc. ("Compuflex") and acquired the Shares
in August, 1997 pursuant to an Agreement and Plan of Merger dated July 30,
1997, between Compuflex, the Company and TechTeam Acquisition No. 1, Inc., a
wholly-owned subsidiary of the Company, pursuant to which TechTeam
Acquisition No. 1, Inc. acquired all of the outstanding shares of capital
stock of Compuflex.
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<PAGE>
The following table sets forth certain information regarding the
Common Stock owned by the Selling Shareholders as of January 2, 1998, 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 collectively hold
less than four percent of the Company's outstanding Common Stock. After the
offering, the Selling Shareholders will collectively hold less than two
percent of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
Shares Owned Shares Owned Percentage
Name of Beneficial Prior to Shares Being After Owned After
Owner Offering Offered Offering(1) Offering (1)
- ------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Srini Vasan 304,807 139,191 165,616 1%
Lakshmi Iyer 95,564 43,678 51,886 Less than 1%
Howard Messer 32,000 0 32,000 Less than 1%
SGM Holdings, LLC 44,315 34,886 9,429 Less than 1%
Lyman Hamilton 3,209 1,481 1,728 Less than 1%
Amitava Sen 357 165 192 Less than 1%
Ridgewood Group 713 329 384 Less than 1%
International Ltd.
Compuflex Systems, Ltd. 14,263 6,584 7,679 Less than 1%
Net dB Company, Inc. 2,282 1,048 1,234 Less than 1%
Arun Iyer 1,426 658 768 Less than 1%
Kiran Banga 1,426 658 768 Less than 1%
David Malkin 1,426 658 768 Less than 1%
Targa Limited Partnership 2,853 1,317 1,536 Less than 1%
International Partners 114 53 61 Less than 1%
Corporation
Ventech Investments 7,133 7,133 0 0
Limited (2)
Herbert L. Chestler 4,279 4,279 0 0
------- ------- -------- --
Totals 516,167 242,118 274,049
<FN>
(1) Assumes the sale of all of the Shares offered by the Selling
Shareholders.
(2) Ventech Investments Limited held options to purchase Common Stock of
Compuflex which were converted into options to purchase 7,133 shares
of Common Stock of the Company. On August 21, 1997, it exercised all
of those Common Stock purchase options, thereby acquiring the 7,133
shares that may be sold pursuant to this Prospectus.
</TABLE>
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<PAGE>
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 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.
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<PAGE>
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 P.C., of Detroit, Michigan. Robert A. Hudson, a stockholder of Berry
Moorman P.C., beneficially owns 17,700 shares of Common Stock.
EXPERTS
The consolidated financial statements of National TechTeam, Inc. for
the year ended December 31, 1996, appearing in National TechTeam, Inc.'s
Current Report (Form 8-K) dated December 19, 1997, and filed with the
Securities and Exchange Commission, have been audited by Ernst & Young LLP,
independent auditors. Such consolidated financial statements are incorporated
herein by reference in reliance upon the report dated February 26, 1997,
except for Note M as to which the date is December 12, 1997, given upon the
authority of such firm as experts in accounting and auditing.
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<PAGE>
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>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
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
</TABLE>
<PAGE>
242,118 Shares
NATIONAL TECHTEAM, INC.
Common Stock
PROSPECTUS
January 7, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Legal Proceedings
The Company and two of its officers have been named as defendants in
several putative shareholder class action lawsuits filed in the United States
District Court for the Eastern District of Michigan. The complaints are
similar in asserting claims under Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 arising out of alleged misrepresentations and omissions
by the Company in connection with certain of its announcements and filings
relating primarily to the Company's earnings in the first quarter of 1997.
Management believes these claims are without merit and intends to defend
these actions vigorously. Although no estimate of the outcome of this
litigation can currently be made, and no provision for any such liability has
been made in the accompanying Financial Statement, an unfavorable resolution
could materially affect the Company's future results of operations or cash
flows.
Item 11. Acquisition of Capricorn Capital Group, Inc.
On December 31, 1997, the Company entered into an amended Letter of
Intent with the sole shareholder of Capricorn Capital Group, Inc.
("Capricorn"), whereby the Company would acquire all of the capital stock of
Capricorn in exchange for a base consideration of $3.5 million in cash,
150,000 shares of TechTeam Common Stock and five year options to purchase
100,000 shares of TechTeam Common Stock at $10.00 per share, and a contingent
payment tied to Capricorn's earnings performance in the three-year period
following the acquisition. The revised Letter of Intent superceded a previous
Letter of Intent between the parties dated September 30, 1997. The Letter of
Intent is subject to a number of conditions, including due diligence review
by TechTeam, the preparation of a definitive purchase agreement and approval
of the transaction by the boards of directors of both companies. The Letter
of Intent provides for a breakup fee of $200,000 to Capricorn's sole
shareholder if the transaction fails to close unless such failure to close is
due to a default, breach or failure to proceed by Capricorn's sole
shareholder or by reason of legal impediments on the part of either party.
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC Registration Fee $ 680.87
Printing expenses $ 0*
Legal fees and expenses $10,000.00*
Blue Sky fees and expenses $ 185.00
Accounting fees and expenses $10,000.00*
Miscellaneous 0*
----------
Total $20,865.87
==========
<FN>
*Estimated
</TABLE>
The Company will pay all expenses of the offering other than any
brokerage commissions and transfer taxes.
II-1
<PAGE>
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.
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 P.C.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Berry Moorman P.C. (included in Exhibit 5.1).
II-2
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes that:
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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>
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
22nd day of December, 1997.
NATIONAL TECHTEAM, INC.,
a Delaware corporation
By: /s/ 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 December 22, 1997
___________________________ Officer
II-4
<PAGE>
Principal Financial and
Accounting Officer:
/s/ Lawrence A. Mills Chief Financial Officer, December 22, 1997
____________________________ Treasurer, Secretary and
Senior Vice President
/s/ Wallace D. Riley Director December 22, 1997
____________________________
/s/ Richard G. Somerlott Director December 22, 1997
____________________________
/s/ Leroy H. Wulfmeier, III Director December 22, 1997
____________________________
II-5
<PAGE>
INDEX OF EXHIBITS
Page
Exhibit Number
- ------- ------
5.1 Opinion of Berry Moorman P.C. II-7
23.1 Consent of Ernst & Young LLP. II-8
23.2 Consent of Berry Moorman P.C. (included in Exhibit 5.1)
II-6
<PAGE>
Exhibit 5.1
National TechTeam, Inc.
835 Mason Avenue, Suite 200
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 January 6, 1998, as amended (the "Registration
Statement"), relating to the registration under the Securities Act of 1933,
as amended, of 242,118 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 P.C.
January 2, 1998
II-7
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of National
TechTeam,Inc. for the registration of 242,118 shares of its common stock and
to the incorporation by reference therein of our report dated February 26,
1997, except for Note M as to which the date is December 12, 1997, with
respect to the consolidated financial statements of National TechTeam, Inc.
for the year ended December 31, 1996 included in its Current Report (Form
8-K) dated December 19, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
Detroit, Michigan
January 2, 1998
II-8
