UNITED
STATES
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): October 3, 2006 (September 28,
2006)
|
Team,
Inc.
|
|
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Texas
|
|
001-08604
|
|
74-1765729
|
|
|
|
|
|
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
|
|
|
|
|
| |
|
|
|
200
Hermann Drive, Alvin, Texas
|
|
77511
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
|
|
Registrant’s
telephone number, including area code (281)
331-6154
|
|
|
|
|
|
(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:
|
|
|
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13a-4(c))
|
Item
1.01 Entry
into a Material Definitive Agreement
On
September 28, 2006, at the 2006 Annual Meeting of Shareholders (the “Annual
Meeting”) of Team, Inc. (the “Company”), the Company’s shareholders approved,
among other things, the Team, Inc. 2006 Stock Incentive Plan (the “Plan”). The
Plan was previously approved by the Company’s board of directors, subject to
shareholder approval.
The
Plan
became effective upon shareholder approval at the Annual Meeting. The Plan
is an
amendment and restatement of the Company’s 1998 Incentive Stock Option Plan (the
“1998 Plan”), which was previously approved by the shareholders of the Company,
and consolidates the 1998 Plan and the Company’s 2004 Stock Option and Award
Plan (the “2004 Plan”) in a single restated plan. The purpose of the Plan is to
provide greater flexibility by expanding the range of forms of equity
instruments available for incentive awards (beyond stock options), and to
increase the total number of shares authorized to be issued by 750,000 shares
to
2,350,000 shares. The Company’s intention is to maintain an average “burn rate”
of approximately three percent for all employees. No additional awards will
be
made under the 2004 Plan.
Awards
under the Plan consist of the Company’s authorized common stock, par value $0.30
per share. The Plan provides for the grant of incentive stock options,
nonstatutory stock options, shares of restricted stock, stock appreciation
rights (“SARs”), stock units and performance share awards. Awards under the Plan
may be made to employees, including officers and directors who may be employees,
and non-employee directors, consultants and advisors. An aggregate of 2,350,000
shares of Common Stock will be reserved for issuance under the Plan. No eligible
individual may be granted options or rights under the Plan in any single fiscal
year of the Company, the total number of shares subject to which exceeds 250,000
shares (the “Maximum Award Limit”).
The
Plan
is administered by the Board of Directors or by the Compensation Committee
(the
“Committee”). The Committee has full authority, subject to the terms of the
Plan, to determine the individuals to whom awards are made, the number of shares
of common stock represented by each award, the time or times at which options
are granted and exercisable, the exercise price of options, and the time or
times at which shares of restricted stock, SARs, stock units or performance
shares will be issued, vested or exercisable.
The
Plan
may be amended by the Board of Directors. However, the Plan may not be amended
without the consent of the holders of a majority of the shares of stock then
outstanding to increase the aggregate number of shares of stock that may be
issued under the Plan or the Maximum Award Limit.
The
foregoing summary of the Plan is qualified in its entirety by reference to
the
full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Form
8-K
and is incorporated by reference into this Item 1.01. A more detailed summary
of
the Plan can be found in the Company’s Proxy Statement for the Annual Meeting
filed with the Securities and Exchange Commission on August 28,
2006.
| Item 9.01 |
|
Financial
Statements and Exhibits
|
| |
10.1
|
Team,
Inc. 2006 Stock Incentive Plan
|
SIGNATURES
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 hereunto
duly authorized.
| |
|
|
|
Dated:
October 3, 2006
|
TEAM,
INC. |
|
|
|
| |
By: |
/s/ Gregory
T. Sangalis |
| |
Name:
Gregory T. Sangalis |
| |
Title:
Senior
Vice President - Law &
Administration |