|
Delaware
|
0-16284
|
38-2774613
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
£
|
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 Agreement
|
|
On
June 5, 2008, TechTeam Global, Inc. (“TechTeam” or the “Company”)
issued a press release announcing the acquisition of Onvaio, LLC
(“Onvaio”) and the appointment of Kamran Sokhanvari as Senior Vice
President and General Manager, TechTeam Asia/Latin America, and Armin
Pressler as Corporate Vice President, Chief Information Officer and
Facilities.
Mr.
Sokhanvari, 46, was President and Chief Executive Officer of Onvaio
from
its founding in August 2005 through May 31, 2008. From October 2004
to
August 2005,
Mr. Sokhanvari served as Vice President of Services and Worldwide
Operations of Pinnacle Systems, Inc. From August 2001 to October
2003, he
was Vice President of Global Operations and General Manager of Services
at
Wind River Systems, Inc.
Mr.
Pressler, 45, was President and Chief Operating Officer of Onvaio
from
its founding in August 2005 through May 31, 2008. From January 2005
through August 2005,
Mr. Pressler was a consultant for Pro Unlimited, Inc. From May 2001
through October 2003, he was Director, Chief Information Officer
at Wind
River Systems, Inc.
Effective
June 1, 2008, the Company entered into separate employment agreements
with
Messrs. Sokhanvari and Pressler. Under the Employment and Non-Competition
Agreement with Messrs. Sokhanvari and Pressler (“Employment
Agreement(s)”), Messrs. Sokhanvari and Pressler will receive: (1) an
initial annual salary of $240,000; (2) a total of 80,000 non-qualified
stock options with the following terms: (i) 50,000 options vest in
annual
installments over four years; 15,000 options vest on the second
anniversary of the effective date; and 15,000 options vest in equal
annual
installments on the third and fourth anniversary after the effective
date,
(ii) a ten-year term, and (iii) an exercise price equal to the closing
price of the Company’s common stock on May 31, 2008; and (3) 17,500
shares of restricted stock whereby 8,750 shares vest on the second
anniversary of the effective date, and 4,375 shares vest on each
of the
third and fourth anniversaries of the effective date. Messrs. Sokhanvari
and Pressler are eligible to participate in the Company’s Executive Annual
Incentive Plan and the Executive Long-Term Incentive Plan, and they
are
guaranteed a cash bonus for fiscal 2008 of at least $35,000 under
the
Executive Annual Incentive Plan. They are also entitled to participate
in
all benefits and executive prerequisites under the Company’s benefit
plans.
|
|
Messrs.
Sokhanvari and Pressler may terminate the Agreement without cause,
and
TechTeam may terminate the Agreement without cause after the second
anniversary of the effective date. TechTeam can terminate the Agreement
with “Cause,” and Messrs. Sokhanvari and Pressler can terminate the
Agreement for “Good Reason” or under certain circumstances upon a Change
of Control. The Agreements will also terminate upon the executive’s death
or disability. Cause includes, but is not limited to; (1) an act
of fraud,
embezzlement, theft, or other similar material dishonest conduct
in
connection with his employment; (2) his willful and continued failure
to
substantially perform the principal aspects of his duties, which
continues
after fourteen (14) days written notice; (3) an intentional action
or
failure to act by him that is materially injurious to the Company;
(4) any
act or omission by him involving malfeasance or gross negligence
in the
performance of his duties hereunder; and/or (5) his failure to follow
the
reasonable and lawful instructions given in good faith by the Board
of
Directors. Good Reason includes (a) violation by the Company of this
Agreement, which remains uncured after such breach for (60) days;
(b) the
executive is required to relocate outside a 50-mile radius of their
current residence; or (c) the Company fails to appoint the executive
to an
officer position with the Company. In the event either Messrs. Sokhanvari
or Pressler is terminated without cause or leave for good reason,
all of
their unvested restricted stock and stock options will immediately
vest.
A
“Change of Control” of the Company means: (i) any merger, consolidation,
recapitalization of the Company or the sale or other transfer of
greater
than 50% of all then outstanding voting shares of the Company entitled
to
vote generally in the election of the directors; or (ii) the consummation
of the sale, lease, dissolution or other transfer or disposition
of all or
a majority of the assets or operations of the Company. In the event
of a
termination that triggers the Change of Control provision, Messrs.
Sokhanvari and Pressler will receive an amount equal to their base
annual
salary, the pro-rata portion of their target bonus for the year in
which
the termination occurs, benefits for a period of twelve months and
outplacement services for a period of six months.
Further,
the Agreement requires Messrs. Sokhanvari and Pressler to maintain
the
confidentiality of TechTeam’s confidential information, not to compete
with TechTeam during his employment and for one year after the termination
of the Agreement, or solicit TechTeam’s employees or customers during the
term of the Agreement and two years thereafter.
A
copy of this press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference. A copy
of
Employment Agreements for each Messrs. Sokhanvari and Pressler are
attached hereto as Exhibits 99.2 and 99.3, respectively.
|
|
|
Item
8.01
|
Other
Events
|
|
On
June 5, 2008, the Company issued a press release announcing the
acquisition on May 30, 2008 of Onvaio LLC, a California limited
liability company with annual revenue of $1.7 million in 2007. Onvaio
provides technical support outsourcing for clients globally through
its
wholly-owned subsidiary, Onvaio Asia Services, Inc. based in Manila,
Philippines. The total purchase price for the acquisition is up to
$6
million, with $4.5 million paid at closing and an additional $0.5
million
paid on each of the first three anniversaries of the closing if Onvaio
is
still providing services to its largest
customer.
|
|
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 June 5, 2008 — TechTeam Global Acquires
Onvaio.
|
|
Exhibit
99.2
|
Employment
and Non-Competition Agreement of Kamran Sokhanvari.
|
|
Exhibit
99.3
|
Employment
and Non-Competition Agreement of Armin
Pressler.
|
|
TECHTEAM
GLOBAL, INC.
|
||
|
By
|
/s/Michael
A. Sosin
|
|
|
Michael
A. Sosin
|
||
|
Vice
President, General Counsel and
|
||
|
Secretary
|
||
|
Date:
June 5, 2008
|
||
|
Exhibit
No.
|
Description
|
|
|
99.1
|
TechTeam
Global, Inc. Press Release dated June 5, 2008 — TechTeam Global Acquires
Onvaio.
|
|
|
99.2
|
Employment
and Non-Competition Agreement of Kamran Sokhanvari.
|
|
|
99.3
|
Employment
and Non-Competition Agreement of Armin
Pressler.
|