UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 30549 -------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 TECHTEAM GLOBAL, INC. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 38-2774613 -------- ---------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 27335 West 11 Mile Road Southfield, Michigan 48034 ---------------------------------------- (Address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class to be Name of Each Exchange on Which Each -------------------------- ------------------------------------ so Registered Class is to be Registered ------------- ------------------------- 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), check the following box.[] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act pursuant to General Instruction A.(d), check the following box.[] Securities to be registered pursuant to Section 12(g) of the Act: Title of Each Class to be so Registered ---------------------------------------- 1 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The Board of Directors of TechTeam Global, Inc. (the "Company") approved the Amendment dated May 5, 2003 ("Second Amendment"), 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, as amended on August 24, 1999. The Rights were previously registered on Form 8-A on May 9, 1997, with the modification on Form 8-A/A on September 23, 1999. A complete copy of the Rights Agreement is incorporated herein by reference from Exhibit 4.4. to the Company's Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1998. ITEM 2. EXHIBITS The following exhibits are filed as part of this registration statement: Exhibit No. Description ---------- ----------- 1 Second Amendment to Rights Agreement 2 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. TECHTEAM GLOBAL, INC. (Registrant) By: /s/ Michael A. Sosin ------------------------ Name: Michael A. Sosin Title: Secretary Dated: May 22, 2003 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION EX-1 Second Amendment to Rights Agreement