Registration
No. 333-04733
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
(Exact
name of Registrant as specified in its charter)
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Delaware
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38-2774613
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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27335
West 11 Mile Road
Southfield,
Michigan 48033
(248)
357-2866
(Address
of principal executive offices, including zip code)
1996
NONEMPLOYEE DIRECTORS STOCK PLAN
(Full
titles of the plans)
Michael
A. Sosin, Esq.
Vice
President, General Counsel and Secretary
TechTeam
Global, Inc.
27335
West 11 Mile Road
Southfield,
Michigan 48033
(248)
357-2866
(Name,
address and telephone number, including area code, of agent for
service)
Jeffrey
R. Katz, Esq.
Ropes &
Gray LLP
800
Boylston Street
Boston,
Massachusetts 02199
Phone:
(617) 951-7000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (check one):
Large accelerated
filer ¨ Accelerated
Filer x
Non-accelerated
filer ¨ Smaller
reporting company ¨
(Do not
check if a smaller reporting company)
EXPLANATORY
NOTE
DEREGISTRATION
OF SECURITIES
This
post-effective amendment relates to the following Registration Statement of
TechTeam Global, Inc. (the “Company”) on Form S-8
(the “Registration
Statement”):
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·
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Registration
Statement No. 333-04733, registering 1,000,000 shares of Company Common
Stock, par value $0.01 per share, issuable under the 1996 Non Employee
Directors Stock Plan.
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On December 13, 2010, pursuant to that
certain Agreement and Plan of Merger, dated November 1, 2010 (the “Merger Agreement”),
by and among the Company, Stefanini International Holdings Ltd, a company
incorporated and registered under the laws of England and Wales (“Parent”), and
Platinum Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of
Parent, the Company became a wholly-owned subsidiary of Parent. As a result
of the transactions contemplated by the Merger Agreement, the Company has
terminated all offerings of the Company’s securities pursuant to the
Registration Statement.
Accordingly, the Company hereby
terminates the effectiveness of the Registration Statement and, by means of the
post-effective amendment, removes from registration any and all securities of
the Company that had been registered for issuance but remain unsold under the
Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this post-effective Amendment No. 1 to
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Southfield, State of
Michigan, on the 13th day of December, 2010.
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TECHTEAM
GLOBAL, INC.
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/s/
Gary J. Cotshott
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By:
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Gary
J. Cotshott
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President
and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this post-effective Amendment
No. 1 to Registration Statement on Form S-8 has been signed by the following
persons in the capacities indicated below on the 13th day of December,
2010.
Signature
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Title
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/s/
Gary J. Cotshott
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President
and Chief Executive Officer
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Gary
J. Cotshott
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(Principal
Executive Officer)
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/s/
Margaret M. Loebl
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Corporate
Vice President, Chief Financial Officer and Treasurer
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Margaret
M. Loebl
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(Principal
Financial Officer and Principal Accounting Officer)
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/s/
Charles Frumberg
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Director
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Charles
Frumberg
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/s/
Seth W. Hamot
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Chairman,
Director
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Seth
W. Hamot
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/s/
James A. Lynch
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Director
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James
A. Lynch
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/s/
Dov H. Scherzer
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Director
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Dov
H. Scherzer
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/s/
Andrew R. Siegel
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Director
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Andrew
R. Siegel
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/s/
Richard R. Widgren
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Director
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Richard
R. Widgren
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