FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
National TechTeam, Inc.
(Exact name of registrant as specified in its charter)
Delaware 38-2774613
(State of Incorporation) (I.R.S. Employer
Identification No.)
835 Mason Avenue, Suite 200
Dearborn, Michigan 48124
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
Preferred Stock Purchase Rights Nasdaq National Market
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities Act Registration Statement File Number to which this Form
relates: Not Applicable
DESCRIPTION OF SECURITIES TO BE REGISTERED
Item 1.
At a regularly scheduled meeting held August 24, 1999, the Board
of Directors of National TechTeam, Inc. (the "Company") approved the
Amendment, dated as of August 24, 1999, to the Rights Agreement (the "Rights
Agreement"), dated as of May 6, 1997, by and between the Company and U.S.
Stock Transfer Corporation, as Rights Agent (the "Amendment"). The Rights
were previously registered on Form 8-A on May 9, 1997. A complete copy of the
Amendment is attached hereto as Exhibit 2 and is incorporated herein by
reference. A copy of the Rights Agreement is incorporated herein by reference
to Exhibit 4.4 to the Company's Report on Form 10-K filed with the Securities
and Exchange Commission via EDGAR on March 31, 1998.
Item 2.
EXHIBITS
2. First Amendment to Rights Agreement dated as of August 24,
1999, between the Company and U.S. Stock Transfer Corporation, as Rights
Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Registrant: NATIONAL TECHTEAM, INC.
Date: September 10, 1999
By: /s/ Harry A. Lewis
-----------------------
Harry A. Lewis, CEO
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT to Rights Agreement (this "Amendment") is
entered into as of this 24th day of August, 1999, between NATIONAL
TECHTEAM, INC., a Delaware corporation (the "Company"), and U.S. STOCK
TRANSFER CORPORATION, a California corporation and Rights Agent under the
Rights Agreement referred to below (the "Rights Agent").
RECITALS:
A. The Company and the Rights Agent entered into a Rights
Agreement dated as of May 6, 1997 (the "Rights Agreement").
B. The Board of Directors of the Company believes it is desirable,
and has authorized certain of its officers, to amend the Rights Agreement to
replace all references therein to "Continuing Directors" with "the Board of
Directors."
NOW, THEREFORE, in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 1(h) of the Rights Agreement is hereby amended by
deleting it in its entirety and substituting in lieu thereof the following:
(h) [This provision is deliberately left blank.]
2. The Rights Agreement is hereby amended to replace all
references to the phrase "Continuing Directors" with the phrase "Board of
Directors."
3. The Rights Agreement is hereby amended to provide that all
reference to "concurrence of a majority of the Continuing Directors" shall be
deemed to mean concurrence by a majority of the Board of Directors.
4. The Secretary of the Company shall have executed and delivered
to the Rights Agent a Certificate in the form attached hereto as Exhibit A,
which states that this Amendment is in compliance with the terms of Section
27 of the Rights Agreement.
5. This Agreement may be executed in counterparts, each of which
shall be an original, and all of which, taken together, shall be one and
the same instrument.
6. Except as amended hereby the Rights Agreement shall remain in
full force and effect.
7. This Agreement shall be binding upon and inure to the benefit
of the Company and the Rights Agent and their respective successors and
assigns.
8. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such state.
9. If any term, provision, covenant or restriction of this
Amendment or applicable to this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as
of the date first above written.
NATIONAL TECHTEAM, INC.
By: /s/ Harry A. Lewis
------------------------
Its: President
----------------------
Attest:
/s/ Michael A. Sosin
- -----------------------------
Name: Michael A. Sosin
Title: Secretary
U.S. STOCK TRANSFER
CORPORATION
By: /s/ Richard C. Brown
-----------------------------
Its: Vice President
------------------------
Attest:
/s/ Mark Cano
- -----------------------------------
Name: Mark Cano
----------------------------
Title: Vice President
----------------------------
Exhibit A
CERTIFICATE
The undersigned, being duly elected Secretary of National TechTeam,
Inc., a Delaware corporation (the "Company"), hereby certifies that the First
Amendment of Rights Agreement dated as of August 24, 1999, between the
Company and U.S. Stock Transfer Corporation, is in compliance with the terms
of Section 27 of the Rights Agreement dated as of May 6, 1997, between the
Company and U.S. Stock Transfer Corporation.
Dated: 8/24 , 1999 NATIONAL TECHTEAM, INC.
-----------
By: /s/ Michael A. Sosin
----------------------
Michael A. Sosin
Secretary
