Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14(a)-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Materials Pursuant to ss.240.14a-12
TechTeam Global, Inc.
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(Name of Registrant as Specified In Its Charter)
Costa Brava Partnership III, L.P.
Seth W. Hamot
Andrew R. Siegel
Carl D. Glaeser
Kent Heyman
James A. Lynch
Alok Mohan
R. David Moon
Edward Terino
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee paid previously with preliminary materials:
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paid previously. Identify the previous filing by registration statement
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On March 14, 2006, Costa Brava Partnership III, L.P. issued a press release
relating to TechTeam Global, Inc. A copy of the press release is filed herewith
as Exhibit 1.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY COSTA BRAVA AND ITS AFFILIATES FROM THE
STOCKHOLDERS OF TECHTEAM GLOBAL, INC. FOR USE AT ITS ANNUAL MEETING (A) WHEN AND
IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION, AND (B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF TECHTEAM GLOBAL, INC. AND WILL
BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
http://www.sec.gov. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A
POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY COSTA BRAVA ON MARCH 14, 2006.
THAT SCHEDULE 14A AND ALL OF ITS AMENDMENTS ARE CURRENTLY AVAILABLE AT NO CHARGE
ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.
Exhibit 1
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PRESS RELEASE
CONTACT:
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Larry Dennedy 212-929-5239
Simon Coope 212-929-5085
MacKenzie Partners, Inc.
DRAFT - NOT FOR RELEASE
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COSTA BRAVA RESPONDS TO TECHTEAM GLOBAL PROPOSAL TO INCLUDE FIVE
NEW DIRECTORS ON TECHTEAM BOARD
Boston, MA- March 14, 2006 -- Costa Brava Partnership III L.P. said
that it acknowledged the statement from the executive management of TechTeam
Global (Nasdaq:TEAM) of management's intention to nominate five directors for
election to the Board of Directors. In a letter sent by TechTeam yesterday to
Costa Brava, TechTeam's President and Chief Executive Officer, William C. Brown,
invited Costa Brava to submit two nominees who would join management's slate of
directors at the Company's 2006 Annual Meeting of Shareholders. The other three
nominees would include Mr. Brown and two additional independent nominees who
have yet to be designated, in addition to the implied nomination of two current
members of the Board.
Speaking on behalf of Costa Brava, principal Douglas Gleason stated, "While we
are pleased that our actions have prompted executive management to make these
initial attempts to create a Board focused on shareholder value and to contact
us, we still have a number of concerns regarding the recent disregard for
shareholder interests exhibited by the current members of the Board of
Directors, including (i) adoption of by-laws amendments virtually eliminating
the right of stockholders to call a special meeting, (ii) entering into a
three-year no termination contract with the Company's CEO just six months before
announcing a new CEO search pursuant to a "long-term succession plan" and (iii)
expending corporate funds to prevent a shareholder from exercising its legal
right to obtain copies of certain corporate records. We are pleased that CEO
Chris Brown has acknowledged the need for the current Board to be reconstituted
and we look forward to discussing the matter with him."
TechTeam shareholders who have questions or wish to comment on Costa Brava's
campaign are welcome to contact Mackenzie Partners Inc., adviser to Costa Brava,
toll-free at 800-322-2885 or e-mail: TechTeam@mackenziepartners.com.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY COSTA BRAVA AND ITS AFFILIATES FROM THE
STOCKHOLDERS OF TECHTEAM GLOBAL, INC. FOR USE AT ITS ANNUAL MEETING (A) WHEN AND
IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION, AND (B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF TECHTEAM GLOBAL, INC. AND WILL
BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
http://www.sec.gov. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A
POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY COSTA BRAVA ON MARCH 14, 2006.
THAT SCHEDULE 14A AND ALL OF ITS AMENDMENTS ARE CURRENTLY AVAILABLE AT NO CHARGE
ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.
Exhibit 2
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The following individuals may be deemed to be participants in the
solicitation pursuant to Instruction 3 to Item 4 of Schedule 14A: Costa Brava
Partnership III, L.P. ("Costa Brava"), Seth W. Hamot, Carl D. Glaeser, Kent
Heyman, James A. Lynch, Alok Mohan, R. David Moon, Andrew R. Siegel and Edward
Terino. Messrs Glaser, Heyman, Lynch, Mohan, Moon, Siegel and Terino are
referred to herein as "Nominees."
Costa Brava is a Delaware limited partnership with its principal
business address at 420 Boylston Street, Boston, MA 02116. Seth W. Hamot, is the
president of Roark, Rearden & Hamot, LLC, which is the general partner of Costa
Brava Partnership III L.P. Costa Brava has an interest in the election of
directors of TechTeam Global, Inc. ("TechTeam") through (1) its beneficial
ownership of 873,943 shares of Common Stock of TechTeam and (2) indemnification
agreements entered into by each Nominee pursuant to which Costa Brava will
indemnify, defend and hold harmless the Nominees against certain losses. Costa
Brava will also pay for its costs associated with the proxy contest.
On February 16, 2006, Costa Brava filed an amended complaint against
TechTeam in the Court of Chancery of the State of Delaware, seeking an order to
compel TechTeam to make certain of the Corporation's books and records available
for Costa Brava's inspection and copying pursuant to 8 Del. C. ss. 220 ("Section
220"). The original complaint was filed on January 24, 2006. Costa Brava alleges
that TechTeam improperly refused to comply with two demand letters seeking to
inspect and photocopy certain of the Corporation's books and records pursuant to
Section 220. In addition, on March 8, 2006, Costa Brava filed a complaint
against TechTeam in the Court of Chancery of the State of Delaware, seeking an
order to compel TechTeam to make its list of stockholders and certain other
books and records available for inspection and copying by Costa Brava pursuant
to Section 220. Costa Brava alleges that TechTeam improperly failed to respond
to its demand for TechTeam's list of stockholders and certain other books and
records.
Mr. Siegel is Senior Vice President of Roark, Rearden & Hamot, LLC, the
General Partner of Costa Brava. As such, Mr. Siegel may be deemed to be the
indirect beneficial owner of 873,943 shares of TechTeam Common Stock.
Mr. Lynch is the beneficial owner of 5,000 shares of TechTeam Common
Stock.
None of Messrs. Glaeser, Heyman, Mohan, Moon or Terino beneficially own
shares of TechTeam Common Stock.
We are not aware of any additional interest, direct or indirect, of
Costa Brava, Mr. Hamot or the Nominees in the solicitation.