Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
TechTeam Global,
Inc.
(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)
December 13,
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.
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)
BK
|
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
11,900,671
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
11,900,671
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,900,671
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
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)
BK
|
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
11,900,671
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
11,900,671
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,900,671
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
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)
BK
|
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
11,900,671
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
11,900,671
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,900,671
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
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)
BK
|
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
11,900,671
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
11,900,671
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,900,671
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
This
Amendment No. 2 (this “Amendment No. 2”) to Schedule 13D amends and
supplements the Schedule 13D (the “Schedule 13D”) filed with the Securities and
Exchange Commission (the “SEC”) on November 10, 2010, by Stefanini International
Holdings Ltd, a company incorporated and registered in England and Wales
(“Stefanini”), Platinum Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Stefanini (“Platinum”), Marco Antonio Stefanini (“Mr.
Stefanini”) and Maria das Graças Vuolo Sajovic (“Ms. Sajovic”), as amended by
Amendment No. 1 to Schedule 13D filed on December 8, 2010, with respect to the
common stock, $0.01 par value per share (the “Common Stock”), of TechTeam
Global, Inc., a Delaware corporation (“TechTeam”). As described in more detail
below, Items 4, 5, and 6 have been amended by this Amendment No. 2 as a
result of the merger of Platinum with and into TechTeam, on December 13, 2010.
Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Schedule 13D.
The
Schedule 13D is amended and supplemented as follows:
Item
4. PURPOSE OF TRANSACTION
Item 4
of the Schedule 13D is hereby amended and supplemented by adding the following
at the end hereof:
The Offer
expired at 12:00 midnight, New York City time, on December 10,
2010. According to Computershare Trust Company, N.A., the depositary
for the Offer, as of such time, a total of 9,997,058 shares of Common Stock were
validly tendered and not withdrawn prior to the expiration of the offering
period, representing approximately 89.41% of the outstanding Common Stock.
Platinum has accepted for payment all shares of Common Stock that were validly
tendered during the offering period, and payment for such shares has been or
will be made promptly, in accordance with the terms of the
Offer. Platinum also acquired an additional 719,651 shares of Common
Stock at a price of $8.35 per share pursuant to its “top-up” right provided for
in the Merger Agreement, following which Platinum owned over 90 percent of the
outstanding shares of Common Stock.
On
December 13, 2010, Stefanini caused Platinum to effect a “short-form” merger
(the “Merger”) under Delaware law with TechTeam. As a result of the Merger, the
separate corporate existence of Platinum ceased and TechTeam continued as a
wholly-owned subsidiary of Stefanini.
At the
effective time of the Merger (the “Effective Time”):
(i) each
share of Common Stock held in the treasury of TechTeam or owned by TechTeam or
any direct or indirect wholly-owned subsidiary of TechTeam and each share of
Common Stock owned by Stefanini, Platinum or any direct or indirect wholly owned
subsidiary of Stefanini immediately prior to the Effective Time was canceled and
retired without any conversion thereof, and no consideration was delivered in
exchange thereof;
(ii)
except as provided immediately above, each share Common Stock then issued and
outstanding was converted into a right to receive (upon the proper surrender of
the certificate representing such share) an amount in cash equal to the Offer
Price; and
(iii)
each share of common stock of Platinum then issued and outstanding was converted
into one share of common stock of the surviving corporation of the
Merger.
The
Common Stock will cease to be traded on The Nasdaq Global Market (“Nasdaq”) as
of open of market on December 14, 2010. Following the Effective Time, Nasdaq
will file a Form 25 with the SEC to delist the Common Stock.
Item
5. INTERESTS IN SECURITIES OF THE ISSUER
Item 5
of the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) – (b) As
a result of the Merger, Platinum beneficially owns 11,900,671 shares of Common
Stock, representing 100% of the issued and outstanding shares of Common
Stock;
(c)
Except for the transactions described in the Schedule 13D or this Amendment
No. 2, neither the Reporting Persons nor, to the knowledge of the Reporting
Persons, any person named in Schedule A attached
to the 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, securities covered by this Statement.
(e) Not
applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6
of the Schedule 13D is hereby amended and supplemented by adding the following
at the end thereof:
The
information set forth in Items 4 and 5 of this Amendment No. 2 is herby
incorporated by reference.
SIGNATURE
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.
Date: December
13, 2010
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STEFANINI
INTERNATIONAL HOLDINGS LTD |
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By: |
/s/ Marco Antonio
Stefanini |
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Marco
Antonio Stefanini |
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Title: Chairman |
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PLATINUM
MERGER SUB, INC. |
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By: |
/s/ Antonio
Barretto
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Antonio
Barretto |
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Title: Secretary |
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/s/ Marco Antonio
Stefanini
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Marco
Antonio Stefanini |
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/s/ Maria das Graças Vuolo
Sajovic
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Maria
das Graças Vuolo Sajovic |
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