SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
TECHTEAM GLOBAL, INC.
-------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------------------------
(Title of Class of Securities)
878311109
-------------------------------------------------------------
(CUSIP Number)
Mr. Charles Frumberg
Emancipation Capital
825 Third Avenue
New York, NY 10022
(212) 605-0661
-------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 29, 2008
-------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent. (Continued on following pages)
----------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 641144308 13D Page 2 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS(ENTITIES ONLY)
Emancipation Capital, LP
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
137,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
666,566
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
666,566
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.17%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON *
PN
-----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 641144308 13D Page 3 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Emancipation Capital, LLC
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
137,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
666,566
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
666,566
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.17%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON *
OO
-----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 641144308 13D Page 4 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Emancipation Capital Master, Ltd.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
137,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
666,566
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
666,566
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.17%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON *
CO
-----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 641144308 13D Page 5 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Charles Frumberg
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
137,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
666,566
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
666,566
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.17%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON *
IN
-----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 641144308 13D Page 6 of 10 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares ("Shares") of common
stock, $0.01 par value, of TechTeam Global, Inc.(the "Issuer"). The principal
executive office of the Issuer is located at 27335 W. Eleven Mile Road,
Southfield, MI 48034.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Emancipation Capital, LP, a Delaware limited partnership
("Emancipation Capital");
(ii) Emancipation Capital, LLC, a Delaware limited liability
company ("Emancipation Capital LLC");
(iii) Emancipation Capital Master, Ltd., a Cayman islands
exempted company ("Emancipation Master Ltd."); and
(iv) Mr. Charles Frumberg ("Mr. Frumberg"), who serves as the managing
member of Emancipation Management LLC ("Emancipation
Management"), which acts as the investment manager of
Emancipation Master Ltd. (Emancipation Capital, Emancipation
Capital LLC, Emancipation Master Ltd. and Mr. Frumberg are
sometimes hereinafter referred to collectively as the "Reporting
Persons");
Emancipation Capital LLC acts as the general partner of Emancipation
Capital and has voting and dispositive power over the securities held by
Emancipation Capital. The managing member of Emancipation Capital LLC is Mr.
Frumberg. Emancipation Management LLC acts as the investment manager of
Emancipation Master Ltd. The managing member of Emancipation Management is Mr.
Frumberg.
Each of the Reporting Persons expressly disclaims beneficial ownership of
securities held by any person or entity other than, to the extent of any
pecuniary interest therein, the various accounts under such Reporting Person's
management and control.
(b) The address of the principal business and principal office of each of
the Reporting Persons is 825 Third Avenue, New York, NY 10022.
(c) The principal business of Emancipation Capital, Emancipation Capital
LLC and Emancipation Master Ltd. is investing in securities. Mr. Frumberg serves
as managing member of Emancipation Management.
(d) The Reporting Persons have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Persons have not, during the last five years, been party
to a civil proceeding of a judicial or administrative body of competent
CUSIP No. 641144308 13D Page 7 of 10 Pages
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Frumberg is a US citizen.
Item 3. Source and Amount of Funds or Other Consideration.
As of October 30, 2008, the aggregate amount of funds used to purchase the
Shares beneficially held by the Reporting Persons was $3,587,336.51. The Shares
beneficially owned by the Reporting Persons were acquired with investment funds
in accounts under management.
Item 4. Purpose of Transaction.
The Reporting Persons acquired their Shares for investment in the ordinary
course of business. However, the Reporting Persons believe that the Issuer
should take certain actions to maximize shareholder value, as communicated over
time by the Reporting Persons to several members of the Issuer's management and
Board of Directors. Specifically, the Reporting Persons have indicated that they
strongly believe that the Issuer should sell its Government Technology Services
business segment. Given recent positive developments and the Issuer's current
stock price, the Reporting Persons reiterate this view. The Reporting Persons
have indicated to the Issuer that it should use the proceeds of the sale to
retire indebtedness and repurchase up to 50% of the Issuer's outstanding shares
at a premium via a dutch auction or an Issuer bid. The Reporting Persons believe
that these actions would substantially strengthen the Issuer's balance sheet and
improve the strategic position of its core business. The results of these
actions would be a stronger and more focused business with a highly liquid
balance sheet and improved share price. In the ordinary course of their
investment business, from time to time, representatives of the Reporting Persons
engage in discussions with the management of companies in which they have
invested concerning the business and operations of such companies and potential
approaches to maximizing shareholder value. The Reporting Persons intend to
continue to engage in such discussions with the Issuer and may do so with other
holders of the Issuer's Shares and/or third parties as well.
The Reporting Persons have no present plan or proposal that would relate to
or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed herein. The Reporting Persons intend to review
their investment in the Issuer on a continuing basis. Depending on various
factors, including, without limitation, the Issuer's financial position and
strategic direction, price levels of the Shares, conditions in the securities
market and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Issuer
as they deem appropriate, including, without limitation, purchasing additional
Shares or selling some or all of their Shares, hedging their positions and/or
otherwise changing their intentions with respect to any and all matters referred
to in Item 4.
Item 5. Interest in Securities of the Company.
(a) As of October 30, 2008, the Reporting Persons may be deemed to
beneficially own, in the aggregate, approximately 6.17% of the Issuer's
outstanding Shares. The
CUSIP No. 641144308 13D Page 8 of 10 Pages
aggregate percentage of Shares reported to be beneficially owned by the
Reporting Persons is based upon 10,816,435 Shares outstanding, which is the
total number of Shares outstanding as of August 1, 2008, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(b) The Reporting Persons have the following powers over the Shares
reported herein:
(i) Emancipation Capital: Beneficial owner, with shared power
to vote or direct the vote of 137,000 of the Shares, or an aggregate of 1.27% of
the outstanding Shares, and with shared power to dispose or direct the
disposition of 137,000 Shares and the equivalent of an additional 529,566
Shares, or an aggregate of 6.17% of the outstanding Shares.
(ii) Emancipation Capital LLC: Beneficial owner, with shared
power to vote or direct the vote of 137,000 of the Shares, or an aggregate of
1.27% of the outstanding Shares, and with shared power to dispose or direct the
disposition of 137,000 Shares and the equivalent of an additional 529,566
Shares, or an aggregate of 6.17% of the outstanding Shares.
(iii) Emancipation Master Ltd.: Beneficial owner, with shared
power to vote or direct the vote of 137,000 of the Shares, or an aggregate of
1.27% of the outstanding Shares, and with shared power to dispose or direct the
disposition of 137,000 Shares and the equivalent of an additional 529,566
Shares, or an aggregate of 6.17% of the outstanding Shares.
(iv) Mr. Frumberg: Beneficial owner, with shared power to vote
or direct the vote of 137,000 of the Shares, or an aggregate of 1.27% of the
outstanding Shares, and with shared power to dispose or direct the disposition
of 137,000 Shares and the equivalent of an additional 529,566 Shares, or an
aggregate of 6.17% of the outstanding Shares.
(c) The following table sets forth all transactions with respect to the
Shares (including derivative transactions) effected during the past sixty (60)
days by any of the Reporting Persons, inclusive of the transaction effected
through 4:00 pm, New York City time, on October 29, 2008. All transactions,
other than the Swap, were effected in the open market.
Name Date No. of Price Per Transaction
Shares Share Type
---------------------- ------------ --------- ------------ ---------------------
Emancipation Capital 06/30/2008 1,800 $9.95 Purchase
Emancipation Capital 07/31/2008 10,000 $9.96 Purchase
Emancipation Capital 09/19/2008 1,300 $7.81 Purchase
Emancipation Capital 09/23/2008 500 $7.32 Purchase
Emancipation Capital 09/26/2008 1,000 $7.70 Purchase
Emancipation Capital 10/02/2008 1,000 $7.32 Purchase
Emancipation Capital 10/03/2008 5,740 $7.33 Purchase
Emancipation Capital 10/06/2008 3,854 $6.98 Purchase
Emancipation Capital 10/08/2008 1,000 $6.34 Purchase
Emancipation Capital 10/09/2008 6,000 $5.84 Purchase
Emancipation Capital 10/22/2008 1,000 $5.76 Purchase
Emancipation Capital 10/28/2008 500 $5.74 Purchase
Emancipation Capital 10/29/2008 136,500 $4.33 Purchase
SWAPS
---------------------- ------------ --------- ------------ ---------------------
Emancipation Capital 10/27/2008 529,566 $4.36 Cash-settled equity
swap
CUSIP No. 641144308 13D Page 9 of 10 Pages
(d) No person (other than the Reporting Persons) is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company.
On October 27, 2008, Emancipation Capital entered into a contractual
agreement with Morgan Stanley & Co. with regard to a cash-settled equity swap
(the "Emancipation Swap") that references Shares. In connection with the
Emancipation Swap, Emancipation Capital sold 529,556 shares to the swap
counterparty. The Emancipation Swap constitutes economic exposure to 529,566
Shares, or 4.90% of the Shares outstanding. The Emancipation Swap has a price of
$4.36 and an expiration date of November 1, 2010. This contract may be deemed to
give Emancipation dispositive control over the securities of the Issuer but does
not give Emancipation direct or indirect voting control over the reference
Shares.
In addition to the agreement referenced above, the Reporting Persons from
time to time may enter into and dispose of additional cash-settled equity swap
or other similar derivative transactions with one or more counterparties that
are based upon the value of the Shares, which transactions may be significant in
amount. The profit, loss and/or return on such additional contracts may be
wholly or partially dependent on the market value of the Shares, the relative
value of the Shares in comparison to one or more other financial instruments,
indexes or securities, a basket or group of securities in which the Shares may
be included, or a combination of any of the foregoing.
The Reporting Persons have entered into a Joint Filing Agreement, dated as
of October 31, 2008 (the "Joint Filing Agreement"), a copy of which is attached
hereto as Exhibit I.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
other securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I - Joint Filing Agreement, dated as of October 31, 2008.
CUSIP No. 641144308 13D Page 10 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 31, 2008
EMANCIPATION CAPITAL, LP
By: Emancipation Capital, LLC, its
general partner
By: /s/ Charles Frumberg
----------------------------
Name: Charles Frumberg
Title: Managing Member
EMANCIPATION CAPITAL MASTER LTD.
By: /s/ Charles Frumberg
----------------------------
Name: Charles Frumberg
Title: Director
EMANCIPATION CAPITAL, LLC
By: /s/ Charles Frumberg
----------------------------
Name: Charles Frumberg
Title: Managing Member
CHARLES FRUMBERG
/s/ Charles Frumberg
------------------------------------
EXHIBIT I
JOINT FILING AGREEMENT
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D, shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated as of October 31, 2008
EMANCIPATION CAPITAL, LP
By: Emancipation Capital, LLC, its
general partner
By: /s/ Charles Frumberg
----------------------------
Name: Charles Frumberg
Title: Managing Member
EMANCIPATION CAPITAL MASTER LTD.
By: /s/ Charles Frumberg
----------------------------
Name: Charles Frumberg
Title: Director
EMANCIPATION CAPITAL, LLC
By: /s/ Charles Frumberg
----------------------------
Name: Charles Frumberg
Title: Managing Member
CHARLES FRUMBERG
/s/ Charles Frumberg
------------------------------------