UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: DECEMBER 31, 2003
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(DATE OF EARLIEST EVENT REPORTED)
TECHTEAM GLOBAL, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-16284 38-2774613
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATIONNUMBER)
27335 West 11 Mile Road
Southfield, Michigan 48034
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(248) 357-2866
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 2003, TechTeam Global, Inc. (the "Company") completed
the acquisition of all of the outstanding stock (92,472.95 shares) of
Digital Support Corporation ("DSC") from DSC's shareholders, Peter S.
Brigham, Robert H. Brigham, Christian J. Burneko, Fred O. Cornett, Jr.,
David W. Han, Satish Lulla, Raj K. Sachdev and Digital Support
Corporation 401(K) Plan ("Selling Shareholders"). DSC is a Virginia
corporation that provides information technology services to the
Federal Government of the United States, state and local governments,
and commercial customers. The services provided by DSC include
mission-critical network infrastructure support, information assurance
services, and design, development and implementation of enterprise
information systems.
As set forth in the Stock Purchase Agreement, attached as Exhibit 2.1,
the initial consideration paid by Company was $6.3 million dollars, or
$68.13 per share. Of the initial consideration, $3,485,000 was paid to
the Selling Shareholders of DSC, and the remaining $2,815,000 was
placed in a holdback escrow for a working capital true-up ($315,000),
representation and warranties holdback ($472,500), and a holdback to be
returned to the Company should DSC not obtain the renewal of its major
contract ($2,027,500). If DSC renews the major contract, the Selling
Shareholders and key employees of DSC can earn up to an additional $2.5
million, depending upon the performance of DSC during calendar years
2004 and 2005. If DSC is unable to obtain the renewal of the major
contract, the Selling Shareholders and key employees of DSC can earn up
to an additional $1,350,000, depending upon the performance during
calendar years 2004 and 2005. The funds used to consummate the
acquisition were from the Company's cash reserves.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
To be filed on or about March 14, 2004.
(b) Pro forma financial information.
To be filed on or about March 14, 2004 (c)
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of December 31, 2003, by and among
TechTeam Global, Inc. and Digital Support Corporation, Peter S.
Brigham, Robert H. Brigham, Christian J. Burneko, Fred O. Cornett, Jr.,
David W. Han, Satish Lulla, Raj K. Sachdev and Digital Support
Corporation 401(K) Plan
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SIGNATURE
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 thereunto duly authorized.
TECHTEAM GLOBAL, INC.
By: /s/ Michael A. Sosin
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Michael A. Sosin, Secretary
Date: January 13, 2004
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Stock Purchase Agreement dated as of December 31, 2003, by
and among TechTeam Global, Inc. and Digital Support
Corporation, Peter S. Brigham, Robert H. Brigham, Christian
J. Burneko, Fred O. Cornett, Jr., David W. Han, Satish
Lulla, Raj K. Sachdev and Digital Support Corporation 401(K)
Plan
E-1