SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 3, 2006
TECHTEAM GLOBAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-16284 38-2774613
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
27335 West 11 Mile Road
Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (248) 357-2866
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(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTS
See Item 5.02, which is incorporated herein by reference.
ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS; DEPARTURE OF PRINCIPAL
OFFICERS
On February 6, 2006, TechTeam Global, Inc.
("TechTeam" or the "Company") issued a press release
announcing the appointment of William C. ("Chris") Brown as
its President and Chief Executive Officer. A copy the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Mr. Brown, 54, has been a vice president in the
Americas Group BTO organization at IBM since March of 2004.
During this period, Mr. Brown served in the positions of Vice
President of Sales for the Americas and Vice President of the
Americas Public Sector. From July 2003 until February 2004,
Mr. Brown served as a vice president at Cap Gemini responsible
for distributed (global) delivery for the United Stated
business. From April 2001 until mid-2003, Mr. Brown was
President, Chief Executive Officer, and a member of the Board
of Directors at Aztec Software, Inc., a small publicly traded
Indian company. In the late 1990's, until he left IBM to join
Aztec, Mr. Brown was Vice President of the Worldwide
Application Management Services business, one of four major
outsourcing segments in IBM Global Services.
On February 3, 2006, the Company entered into an
Employment and Non-Competition Agreement with Mr. Brown (the
"Employment Agreement"). The term of the Employment Agreement
is for three years commencing on February 16, 2006. Under the
Employment Agreement, Mr. Brown will receive: (1) an initial
annual base salary of $384,000; (2) a signing bonus of
$125,000 upon the assumption of his duties (provided that if
Mr. Brown is terminated for cause or leaves employment without
cause during the first year, he will be obligated to return
the signing bonus); (3) 125,000 non-qualified stock options
having a ten-year term, which vest as follows: 50,000 of these
options vest immediately upon grant, 40,000 will vest on
February 16, 2007, and the final 35,000 will vest on February
16, 2008; and (4) 25,000 shares of restricted stock with a
price based upon the closing stock price on February 16, 2006;
these restricted shares will vest ratably over four years. Mr.
Brown is eligible to participate in the Company's Annual
Incentive Plan and Executive Long-Term Incentive Plan during
2006, and, if otherwise eligible, he is guaranteed a cash
bonus for fiscal 2006 of at least $185,000 under the Annual
Incentive Plan. Mr. Brown will also be entitled to participate
in all benefits and executive perquisites under the Company's
benefit plans, practices, policies, and programs to the extent
generally applicable to other executives of the Company, and
the Company will lease a car and an apartment for his use.
The Employment Agreement terminates automatically
upon the death or disability of Mr. Brown. The Company may
terminate Mr. Brown's employment only for "cause," which
includes, but is not limited to; (1) any material breach of
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the Employment Agreement by Mr. Brown, which is not remedied
within thirty (30) days after written notice thereof; (2) Mr.
Brown's conviction of a felony or other crime involving moral
turpitude, or any act or omission by him during the Employment
Period involving willful malfeasance or gross negligence in
the performance of his duties hereunder; or (3) Mr. Brown's
failure to follow the reasonable instructions given in good
faith by the Board, which failure is not remedied within
thirty (30) days after written notice thereof. After February
16, 2009, the Employment Agreement can be terminated with
ninety (90) days prior notice. The Agreement also provides
certain covenants by Mr. Brown not to compete with TechTeam
during the term of the Agreement and for a period of one year
thereafter.
Effective as of the date of Mr. Brown's appointment,
the Company's Board of Directors removed William F. Coyro, Jr.
as the Company's President and Chief Executive Officer. The
Board expects Dr. Coyro to remain an employee of the Company
reporting to the Board of Directors with his future role with
the Company to be determined. He remains a Director of the
Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(D) The following exhibits are included with this report:
Exhibit 99.1 TechTeam Global, Inc. Press Release dated February 6, 2006.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TECHTEAM GLOBAL, INC.
By /s/ Michael A. Sosin
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Michael A. Sosin
Secretary
Date: February 6, 2006
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 TechTeam Global, Inc. Press Release dated February 6, 2006.
E-1