Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
(Name of
Issuer)
Common Stock, par value $0.01 per share
(Title of
Class of Securities)
878311109
(CUSIP
Number)
Antonio
Carlos Barretto
Stefanini
IT Solutions SA
Avenida
Brigadeiro Faria Lima, 1355, 19th Floor
Sao
Paulo, SP 001452-002
Brazil
Telephone: 011-55-11-3039-2065
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
November 1, 2010
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* 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.
|
|
878311109
|
|
1
|
NAME
OF REPORTING PERSON:
Stefanini
International Holdings Ltd
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
England
and Wales
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,056,309(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,309(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1) Pursuant
to Tender and Support Agreements described below, Stefanini (as defined below)
may be deemed to have beneficial ownership of common stock of TechTeam Global,
Inc. under the circumstances described therein. Neither the filing of
this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by the reporting person that it is the beneficial owner
of any securities referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
CUSIP
No.
|
|
878311109
|
|
1
|
NAME
OF REPORTING PERSON:
Platinum
Merger Sub, Inc.
IRS
Identification No.: 27-3832860
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,056,309(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,309(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
(1) Pursuant
to Tender and Support Agreements described below, Platinum (as defined below)
may be deemed to have beneficial ownership of common stock of TechTeam Global,
Inc. under the circumstances described therein. Neither the filing of
this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by the reporting person that it is the beneficial owner
of any securities referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
CUSIP
No.
|
|
878311109
|
|
1
|
NAME
OF REPORTING PERSON:
Marco
Antonio Stefanini
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Brazil
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,056,309(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,309(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1) Pursuant
to Tender and Support Agreements described below, Mr. Stefanini (as defined
below) may be deemed to have beneficial ownership of common stock of TechTeam
Global, Inc. under the circumstances described therein. Neither the
filing of this statement on Schedule 13D nor any of its contents shall be deemed
to constitute an admission by the reporting person that it is the beneficial
owner of any securities referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
CUSIP
No.
|
|
878311109
|
|
1
|
NAME
OF REPORTING PERSON:
Maria
das Graças Vuolo Sajovic
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Brazil
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,056,309(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,309(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1) Pursuant
to Tender and Support Agreements described below, Ms. Sajovic (as defined below)
may be deemed to have beneficial ownership of common stock of TechTeam Global,
Inc. under the circumstances described therein. Neither the filing of
this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by the reporting person that it is the beneficial owner
of any securities referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
Item
1. SECURITY
AND ISSUER
The class
of equity securities to which this statement (this “Statement”) relates is
common stock, $0.01 par value per share, of TechTeam Global, Inc. (the “Common
Stock”), a Delaware corporation (“TechTeam”). The principal executive
offices of TechTeam are located at 27335 West 11 Mile Road, Southfield, Michigan
48033. TechTeam’s telephone number at that address is (248)
357-2866.
Item
2. IDENTITY
AND BACKGROUND
(a)—(c) This
Statement is being filed jointly by the persons listed below, which persons are
sometimes individually referred to as a “Reporting Person” and collectively as
the Reporting Persons.” The business address of each of the Reporting
Persons is c/o Stefanini IT Solutions SA, Avenida Brigadeiro Faria Lima, 1355,
19th Floor, Sao Paulo, SP 001452-002, Brazil.
(i) Stefanini International
Holdings Ltd (“Stefanini”), a company incorporated and registered in England and
Wales – operating through its direct and indirect subsidiaries – is a privately
owned, independent global provider of IT consulting, system integration, and
outsourcing services.
(ii) Platinum Merger Sub,
Inc. (“Platinum”), a Delaware corporation. Platinum is a wholly owned
subsidiary of Stefanini.
(iii) Marco Antonio Stefanini (“Mr.
Stefanini”) is the President and Chief Executive Officer of Stefanini
Consultoria e Assessoria em Informatica S.A.
(iv) Maria das Graças Vuolo Sajovic
(“Ms. Sajovic”) is the International Vice President of Stefanini Consultoria e
Assessoria em Informatica S.A.
(d)
Neither the Reporting Persons nor, to the knowledge of the Reporting Persons,
any person identified on Schedule A attached
hereto during the last five years has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e)
Neither the Reporting Persons nor, to the knowledge of the Reporting Persons,
any person identified on Schedule A attached
hereto during the last five years was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is 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, except as described below.
(f) Each
of the officers or directors named in Schedule A attached
hereto, is a citizen of Brazil.
Set forth
on Schedule A
is the name and present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each of the officers and directors of the
Reporting Persons as of the date hereof.
A Joint Filing Agreement among the Reporting Parties is attached
hereto as Exhibit 1.
Item
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
Support Agreements (as defined in Item 4 below) were entered into among
Stefanini, Platinum and the following stockholders of TechTeam: (i) Costa
Brava Partnership III L.P. and (ii) Emancipation Capital, LLC
(collectively, the “Stockholders”). The Stockholders entered into the Support
Agreements as an inducement to Stefanini and Platinum to enter into the Merger
Agreement (as defined in Item 4 below). The Support Agreement Shares (as
defined below) to which this Statement relates, have not been purchased by the
Reporting Persons. The Reporting Persons have not paid additional consideration
to the Stockholders in connection with the execution and delivery of the Support
Agreements and thus no funds were used for such purpose. For a description of
the Support Agreements, see Item 4 below, which description is incorporated
herein by reference in response to this Item 3.
In
connection with the Offer (as defined in Item 4 below), Platinum estimates
that it will need approximately $93.4 million to purchase all of the outstanding
shares of Common Stock pursuant to the Offer (assuming that all such shares of
Common Stock are validly tendered and not withdrawn). Platinum will have
sufficient cash on hand at the expiration of the Offer to pay for all
outstanding shares of Common Stock that are validly tendered and accepted for
payment in the Offer, because Stefanini will contribute or cause to be
contributed all funds needed for the Offer and the Merger. Stefanini
has obtained an irrevocable commitment from Mr. Stefanini and his wife, Ms.
Sajovic, the sole directors and shareholders of Stefanini, to subscribe for up
to $95 million of the equity of Stefanini, conditioned only on the closing of
the Offer, and certain affiliates of Stefanini have guaranteed Platinum’s and
Stefanini’s obligations and liabilities pursuant to the Merger Agreement,
including the obligations of Platinum to pay for the shares of TechTeam
common stock pursuant to the Offer and the Merger Agreement.
Item
4. PURPOSE
OF TRANSACTION
(a)—(b)
On November 1, 2010, Stefanini, Platinum and TechTeam entered into an Agreement
and Plan of Merger (the “Merger Agreement”), that contemplates the acquisition
of all outstanding shares of Common Stock. The Merger Agreement provides that
Platinum will commence a cash tender offer (the “Offer”) to purchase all
outstanding shares of Common Stock at a price of $8.35 per share (such price, or
any other price per share that is paid in the Offer, referred to as the “Offer
Price”), net to the seller in cash, without interest thereon and less any
required withholding tax.
Pursuant
to the Merger Agreement, Platinum will commence the Offer promptly after the
date of the Merger Agreement. The obligation of Platinum to accept for payment
any shares of Common Stock in the Offer is subject to customary conditions set
forth in the Merger Agreement, including that: (i) at least a majority of
the shares of Common Stock outstanding (determined on a fully-diluted basis as
set forth in the Merger Agreement) shall have been validly tendered (and not
withdrawn); and (ii) the other conditions set forth in the Merger Agreement
have been satisfied, including that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has
expired.
The
Merger Agreement also provides that, after completion of the Offer, Platinum
will be merged with and into TechTeam, with TechTeam surviving the merger as a
wholly-owned subsidiary of Stefanini (the “Merger”). Upon completion of the
Merger, all remaining outstanding shares of Common Stock not tendered in the
Offer (other than shares that are: (i) owned by Stefanini, Platinum or any
wholly-owned subsidiary of Stefanini; (ii) held in the treasury of TechTeam
or owned by TechTeam or any of its wholly-owned subsidiaries; or (iii) held
by stockholders of TechTeam, if any, who are entitled to and properly exercise
appraisal rights under the General Corporation Law of the State of Delaware (the
“DGCL”)) will be acquired for cash at the Offer Price (without interest thereon
and less any required withholding tax) on the terms and conditions set forth in
the Merger Agreement
As an
inducement to Stefanini and Platinum to enter into the Merger Agreement, the
Stockholders have each entered into a Tender and Support Agreement
(collectively, the “Support Agreements”) with Stefanini and Platinum pursuant to
which they have agreed, in their capacity as stockholders of TechTeam, among
other things, to tender or cause to be tendered to Platinum in the Offer all of
the shares of Common Stock owned beneficially and/or of record by them, as well
as any additional shares of Common Stock which they may acquire or own,
beneficially or of record (pursuant to TechTeam stock options or otherwise) (the
“Support Agreement Shares”). The Stockholders also have agreed to vote, or cause
to be voted, all of their Support Agreement Shares, among other things, in favor
of the approval and adoption of the Merger Agreement (and against any action,
agreement or transaction that would reasonably be expected to impede, interfere
with, prevent, delay or adversely effect in any material way the consummation of
the transactions contemplated by the Merger Agreement), to the extent any such
shares have not been previously accepted for payment pursuant to the Offer, and
have given Stefanini an irrevocable proxy to vote each such Stockholder’s shares
to that effect. In addition, the Stockholders have agreed to waive any appraisal
rights they may have under the DGCL and have agreed not to take any action
that TechTeam is prohibited from taking under the Merger Agreement with respect
to the non-solicitation of alternative “acquisition proposals” as defined in the
Merger Agreement. By their terms, the Support Agreements terminate upon the
earliest to occur of the termination of the Merger Agreement in accordance with
its terms, the effective time of the Merger, or the mutual written consent of
the parties to the Support Agreement. Additionally, each Stockholder
has the right to terminate the applicable Support Agreement upon any decrease in
the Offer Price or any change in the form of consideration payable in the Offer,
any decrease in the number of shares sought pursuant to the Offer, any amendment
or waiver by Stefanini or Platinum of the requirement that at least a majority
of the then outstanding Shares be validly tendered and not withdrawn prior to
the expiration of the Offer, the addition of any new conditions to the Offer not
set forth on Annex I to the Merger Agreement, modify the conditions set forth on
Annex I in a
manner adverse to the Stockholders, or make any other change in the terms or
conditions of the Offer that is materially adverse to the Stockholders. As of
November 1, 2010, the Stockholders beneficially owned an aggregate of 2,056,309
shares of Common Stock.
The
foregoing descriptions of the Merger Agreement and the Support Agreements in
this Statement are qualified in their entirety by reference to the full text of
such agreements included as Exhibits 2 and 3 hereto, which are
incorporated by reference in this Item 4.
(c) Not
applicable.
(d) The
Merger Agreement provides that, promptly upon the purchase by Platinum pursuant
to the Offer of a majority of the outstanding shares of Common Stock on a fully
diluted basis, Stefanini will be entitled to designate to serve on TechTeam’s
board of directors a number of directors, rounded up to the next whole number,
proportionate to Platinum’s ownership of Common Stock (but in no event, except
as described in the following sentence, constituting less than a majority
of the entire TechTeam board of directors). Pursuant to the Merger Agreement,
TechTeam will, if requested by Stefanini, promptly increase the size of
TechTeam’s board of directors or use commercially reasonable efforts to seek the
resignations of such number of directors as is necessary to provide Stefanini
with the level of board representation to which it is entitled under the Merger
Agreement, and will use commercially reasonable efforts to cause Stefanini’s
designees to be elected or appointed to TechTeam’s board of directors. The
Merger Agreement also provides that, following the election or appointment of
Stefanini’s designees to TechTeam’s board of directors and prior to the
effective time of the Merger, any amendment or termination of the Merger
Agreement requiring action by TechTeam’s board of directors, any extension of
time for the performance of any of the obligations or other acts of Stefanini or
Platinum under the Merger Agreement, any waiver of compliance with any of the
agreements or conditions under the Merger Agreement that are for the benefit of
TechTeam, and any action to seek to enforce any obligation of Stefanini or
Platinum under the Merger Agreement (or any other action by TechTeam’s board of
directors with respect to the Merger Agreement, the Offer or the Merger if such
other action adversely affects, or could reasonably be expected to adversely
affect, in each case in any material respect, any of the holders of shares of
Common Stock other than Stefanini or Platinum), may only be authorized by a
majority of the directors of TechTeam then in office who were directors of
TechTeam on the date of the Merger Agreement or their successors as appointed by
such continuing directors.
(e) Under
the terms of the Merger Agreement, TechTeam may not, without Stefanini’s prior
written consent, among other things: (i) issue, sell, pledge, encumber or
dispose of any shares of any class of its capital stock; (ii) redeem,
repurchase or acquire any shares of its capital stock; (iii) declare, set
aside, make or pay any dividend or other distribution with respect to any of its
capital stock; or (iv) split, divide, subdivide, combine, consolidate or
reclassify any of its capital stock or issue or authorize the issuance of any
securities in lieu of or in substitution for shares of its capital stock; in
each case, except under limited circumstances as set forth in the Merger
Agreement.
(f) If
the transactions contemplated by the Merger Agreement are consummated, TechTeam,
as the surviving corporation in the Merger, will become a wholly-owned
subsidiary of Stefanini.
(g) The
Merger Agreement contains provisions that limit the ability of TechTeam to
engage in a transaction that would entail a change of control of TechTeam (other
than the transactions contemplated by the Merger Agreement) during the pendency
of the transactions contemplated by the Merger Agreement, if the transactions
contemplated by the Merger Agreement are consummated.
(h)
Pursuant to the Merger Agreement, if the transaction contemplated by the Merger
Agreement are consummated, Stefanini will apply for delisting of the Common
Stock from The Nasdaq Global Stock Market promptly after the consummation of the
Merger.
(i) Upon
consummation of the transactions contemplated by the Merger Agreement, the
Common Stock will become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended.
(j) Other
than as described above, the Reporting Persons currently have no plan or
proposal which relates to, or may result in, any of the matters described in
Items 4(a) – (i) of this Schedule 13D (although the Reporting Persons
reserve the right to develop such plans).
Item
5. INTERESTS
IN SECURITIES OF THE ISSUER
(a)—(b) As described in
Item 4 (a) – (b) of this Statement, as a result of the Support
Agreements, the Reporting Persons share the power to vote or to direct the vote
of the Support Agreement Shares with respect to certain matters as set forth in
the Support Agreements. As of November 1, 2010, the Support Agreement Shares
represented in the aggregate approximately 18.4% of the issued and outstanding
shares of Common Stock as determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (based on (i) 11,190,781 shares of Common Stock issued and
outstanding as of October 29, 2010 as represented by TechTeam in the Merger
Agreement and (ii) an aggregate of 2,056,309 issued and outstanding shares of
Common Stock subject to the Support Agreements.
The
Reporting Persons, however, hereby disclaim beneficial ownership of such shares
and this Schedule 13D shall not be construed as an admission that the Reporting
Persons are, for any or all purposes, the beneficial owners of the securities
covered by this Statement. Except as set forth in this Statement, no shares of
Common Stock are beneficially owned by the Reporting Persons or, to the
knowledge of the Reporting Persons, any person listed on Schedule A to this
Statement. The description contained in this Item 5 of the transactions
contemplated by the Support Agreements is qualified in its entirety by reference
to the full text of the Support Agreements, a copy of the form of which is
included with this Schedule 13D as Exhibit 2 and is incorporated by reference in
this Item 5.
(c)
Except for the Merger Agreement and the Support Agreements, neither the
Reporting Persons nor, to the knowledge of the Reporting Persons, any person
named in Schedule
A to this Schedule 13D, has effected any transaction in shares of Common
Stock during the past 60 days.
(d) To
the knowledge of the Reporting Persons, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities subject to the Support Agreements.
(e) Not
applicable.
ITEM
6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Other
than as described in Items 3, 4 and 5, and the agreements incorporated herein by
reference and set forth as exhibits hereto, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with
respect to any securities of TechTeam, including but not limited to transfer or
voting of any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, the occurrence of which would give
another person voting or investment power over the securities of
TechTeam.
Item
7. MATERIAL
TO BE FILED AS EXHIBITS
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
1.
|
Joint
Filing Agreement, dated November 10, 2010.
|
|
2.
|
Agreement
and Plan of Merger, dated as of November 1, 2010, by and among Stefanini
International Holdings Ltd, Platinum Merger Sub, Inc. and TechTeam Global,
Inc. *
|
|
3.
|
Form
of Tender and Support Agreement, dated as of November 1, 2010, by and
among Stefanini International Holdings Ltd, Platinum Merger Sub, Inc. and
each of the following: Costa Brava Partnership III L.P. and Emancipation
Capital, LLC*
|
|
*
|
Incorporated
by reference to (i) Exhibit 99.B to the Amendment No. 11 to Schedule 13D
filed by Costa Brava Partnership III L.P. dated November 3, 2010 with the
Securities and Exchange Commission on November 3, 2010 and (ii)
Exhibit 2 to the Amendment No. 4 to Schedule 13D filed by
Emancipation Capital, LLC with the Securities and Exchange Commission
dated November 10,
2010.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and believe, I certify that
the information set forth in this State is true, complete and
correct.
Date: November
10, 2010
|
STEFANINI INTERNATIONAL
HOLDINGS LTD |
|
|
|
|
|
|
By:
|
/s/ Marco Antonio
Stefanini |
|
|
|
Marco
Antonio Stefanini
Title: Chairman
|
|
|
|
|
|
|
|
|
|
|
PLATINUM MERGER SUB,
INC. |
|
|
|
|
|
|
By:
|
/s/ Antonio
Barretto |
|
|
|
Antonio
Barretto
Title: Secretary
|
|
|
|
|
|
|
|
|
|
|
/s/ Marco Antonio
Stefanini |
|
|
|
Marco Antonio
Stefanini |
|
|
|
|
|
|
|
|
|
|
|
/s/
Maria das Graças Vuolo
Sajovic |
|
|
|
Maria
das Graças Vuolo Sajovic
|
|
SCHEDULE
A
The
following sets forth the name, principal occupation, citizenship of the
directors and executive officers (the “Covered Persons”) of the Report Persons
indicated below:
Stefanini International
Holdings Ltd
Name
|
Title
or Relationship with Reporting Person
|
Principal
Occupation or Employment
|
Principal
Place of Business
|
Marco
Antonio Stefanini
|
Chairman
of the Board of Directors(1)
|
President
and Chief Executive Officer, Stefanini Consultoria e Assessoria em
Informatica S.A.
|
(2)
|
Maria
das Graças Vuolo Sajovic
|
Member
of the Board of Directors(1)
|
International
Vice President, Stefanini Consultoria e Assessoria em
Informatica S.A.
|
(2)
|
Platinum Merger Sub,
Inc.
Name
|
Title
or Relationship with Reporting Person
|
Principal
Occupation or Employment
|
Principal
Place of Business
|
Marco
Antonio Stefanini
|
Chairman
of the Board of Directors
|
President
and Chief Executive Officer, Stefanini Consultoria e Assessoria em
Informatica S.A.
|
(2)
|
Maria
das Graças Vuolo Sajovic
|
Member
of the Board of Directors
|
International
Vice President, Stefanini Consultoria e Assessoria em
Informatica S.A.
|
(2)
|
Antonio
Moreira
|
President
|
Chief
Executive Officer, Stefanini International Corp.
|
(2)
|
Antonio
Barretto
|
Secretary
|
Investor
Relations Officer, Stefanini Consultoria e Assessoria em Informatica
S.A.
|
(2)
|
Marcio
Maudonnet
|
Treasurer
|
Chief
Financial Officer, Stefanini Consultoria e Assessoria em Informatica
S.A.
|
(2)
|
(1) In accordance
with applicable laws of England and Wales, the members of the board of
directors are the sole controlling persons of this entity.
(2) The
address of the principal place of business of each of the Covered Persons is c/o
Stefanini IT Solutions SA, Avenida Brigadeiro Faria Lima, 1355, 19th Floor, Sao
Paulo, SP 001452-002, Brazil.
EXHIBIT
1
JOINT
FILING AGREEMENT
WHEREAS,
the undersigned (collectively, the “Reporting Persons”) from time to time may
make filings with the Securities and Exchange Commission pursuant to Regulation
13D-G under the Securities Exchange Act of 1934, as amended; and
WHEREAS,
the Reporting Persons may prefer to make joint filings on behalf of all
Reporting Persons, rather than individual filings on behalf of each of the
Reporting Persons, in compliance with Rule 13d-1(k);
NOW,
THEREFORE, the undersigned hereby agree as follows with each of the other
Reporting Persons:
1. Each
of the Reporting Persons is individually eligible to make joint
filings.
2. Each
of the Reporting Persons is responsible for timely making joint filings and any
amendments thereto.
3. Each
of the Reporting Persons is responsible for the completeness and accuracy of the
information concerning such person contained in joint filings.
4. None
of the Reporting Persons is responsible for the completeness or accuracy of the
information concerning the other Reporting Persons contained in joint filings,
unless such person knows or has reason to believe that such information is
inaccurate.
5. The
undersigned agree that each joint filing made on or after the date hereof, by
agreement among all of them, will be, and any amendment thereto will be, made on
behalf of each of the Reporting Persons.
[signature
page follows]
JOINT
FILING AGREEMENT
SIGNATURE
PAGE
|
STEFANINI INTERNATIONAL
HOLDINGS LTD |
|
|
|
|
|
|
By:
|
/s/ Marco Antonio
Stefanini |
|
|
|
Marco
Antonio Stefanini
Title: Chairman
|
|
|
|
|
|
|
|
|
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PLATINUM MERGER SUB,
INC. |
|
|
|
|
|
Date: November
10, 2010
|
By:
|
/s/ Antonio
Barretto |
|
|
|
Antonio
Barretto
Title: Secretary
|
|
|
|
|
|
|
|
|
|
|
/s/ Marco Antonio
Stefanini |
|
|
|
Marco Antonio
Stefanini |
|
|
|
|
|
|
|
|
|
Date: November
10, 2010
|
|
/s/
Maria das Graças Vuolo
Sajovic |
|
|
|
Maria
das Graças Vuolo Sajovic
|
|