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): JANUARY 19, 2007
TECHTEAM GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16284 38-2774613
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
27335 West 11 Mile Road
Southfield, Michigan 48033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (248) 357-2866
________________________________________________________________________________
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 19, 2007, TechTeam Global AB ("TechTeam"), a Swedish
limited liability company and a wholly-owned subsidiary of TechTeam Global,
Inc., executed a Share Purchase Agreement ("SPA") to acquire all of the
outstanding equity in SQM Sverige AB ("SQM") from SQM Nordic AB. SQM is a
limited liability company based in Stockholm, Sweden, with annual revenue
in 2006 expected to exceed $11 million, which provides information
technology ("IT") outsourcing services, including technical staffing
solutions, IT infrastructure support solutions and management consulting
relating to corporate IT support operations.
The closing of the purchase is conditioned upon, among other things,
the approval of the sale by the majority of the shareholders of SQM Nordic
AB. Assuming the conditions to closing are met, TechTeam anticipates
closing the transaction on or about February 9, 2007.
The SPA provides initial consideration to be paid by TechTeam at
closing of 37,300,000 Swedish Kroner ("SEK") (on January 19, 2007, the
exchange rate was 7.03 SEK to one US dollar) less SQM's outstanding debt.
Of the initial consideration, SEK 5,730,000 will be withheld as an
indemnity holdback for a period of one year after closing to cover any
potential claims for indemnity or breach of representation and warranties.
If SQM meets a revenue target of SEK 93,500,000 for fiscal 2007,
TechTeam will pay an additional purchase price of SEK 4,200,000.
The statements contained in this Current Report on Form 8-K are not
purely historical, including statements regarding the Company's
expectations, hopes, beliefs, intentions, or strategies regarding the
future, are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements include
statements regarding, among other things, the Company's performance going
forward. Forward-looking statements may be identified by words including,
but not limited to, "anticipates," "believes," "intends," "estimates,"
"promises," "expects," "should," "conditioned upon," and similar
expressions. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a
result of various factors. Such factors include, but are not limited to,
the failure of SQM Nordic AB's shareholders to approve the transaction. All
forward-looking statements included in this 8-K are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statements. Prospective
investors should also review the Company's Reports on Forms 8-K, 10-Q, and
10-K filed with the United States Securities and Exchange Commission,
including Management's Discussion and Analysis of Financial
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Condition and Results of Operations, and the risks described therein from
time to time.
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
-------------------------------------
Michael A. Sosin
Vice President, General Counsel and
Secretary
Date: January 23, 2007
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