-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ANiSL/5BekPcc+B1trpGvYrltvWfbFlRdmRdbs6R5a7YLQOmj6RnuV3QAMeinvpY 9TUY84WVpTzjqOSJvQLZFA== 0000902664-10-003332.txt : 20100920 0000902664-10-003332.hdr.sgml : 20100919 20100920113617 ACCESSION NUMBER: 0000902664-10-003332 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100920 DATE AS OF CHANGE: 20100920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TECHTEAM GLOBAL INC CENTRAL INDEX KEY: 0000805054 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 382774613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39078 FILM NUMBER: 101079832 BUSINESS ADDRESS: STREET 1: 27335 W. ELEVEN MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 248-357-2866 MAIL ADDRESS: STREET 1: 27335 W. ELEVEN MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL TECHTEAM INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MEGAVEST INDUSTRIES INC/NV/ DATE OF NAME CHANGE: 19871007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Emancipation Capital CENTRAL INDEX KEY: 0001292832 IRS NUMBER: 020700892 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-605-0661 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p10-1705sc13da.htm TECHTEAM GLOBAL, INC. p10-1705sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
 
   
Washington, D.C. 20549
 
_______________
 
   
SCHEDULE 13D*
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
(Amendment No. 3)*
 
TECHTEAM GLOBAL, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
878311109
(CUSIP Number)
 
Mr. Charles Frumberg
Emancipation Capital
825 Third Avenue
New York, NY 10022
(212) 605-0661
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 14, 2010
(Date of Event which Requires
Filing of this Schedule)

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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
 
--------------------------
* 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
 
SCHEDULE 13D
Page 2 of 9 Pages



1
NAME OF REPORTING PERSON
Emancipation Capital, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
737,035
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
737,035
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
737,035
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.59%
14
TYPE OF REPORTING PERSON*
PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 

 
CUSIP No.  878311109
 
SCHEDULE 13D
Page 3 of 9 Pages



1
NAME OF REPORTING PERSON
Emancipation Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
737,035
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
737,035
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
737,035
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.59%
14
TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 

 
CUSIP No.  878311109
 
SCHEDULE 13D
Page 4 of 9 Pages



1
NAME OF REPORTING PERSON
Emancipation Capital Master, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
737,035
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
737,035
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
737,035
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.59%
14
TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 

 
CUSIP No.  878311109
 
SCHEDULE 13D
Page 5 of 9 Pages



1
NAME OF REPORTING PERSON
Charles Frumberg
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
6,397 (1)
8
SHARED VOTING POWER
737,035
9
SOLE DISPOSITIVE POWER
6,397 (1)
10
SHARED DISPOSITIVE POWER
737,035
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
743,432 (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.64%
14
TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!

(1)  Includes options to purchase 3,250 Shares that may be exercised within 60 days of this Amendment No. 3

 
 

 
CUSIP No.  878311109
 
SCHEDULE 13D
Page 6 of 9 Pages



The Schedule 13D filed by the Reporting Persons on October 31, 2008 relating to shares ("Shares") of the common stock, par value $0.01, of TechTeam Global, Inc.(the "Issuer"), as amended by Amendment No. 1 to the Schedule 13D filed on February 13, 2009, and Amendment No. 2 to the Schedule 13D filed on June 9, 2010, is hereby amended as set forth below by this Amendment No. 3 to the Schedule 13D ("Amendment No. 3").
 
Except as specifically provided herein, Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D.

Item 4.
PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
On September 14, 2010, the Issuer, Jacobs Engineering, and Jacobs Technology entered into Amendment No. 1 to the Stock Purchase Agreement and Limited Waiver (the “Purchase Agreement Amendment”) in connection with the Stock Purchase Agreement, dated as of June 3, 2010, by and among the Issuer, Jacobs Engineering and Jacobs Technology.  The Purchase Agreement Amendment amends the Stock Purchase Agreement and waives certain conditions to the closing of the Transaction.
 
In connection with the Purchase Agreement Amendment, Emancipation Capital, LLC entered into a consent to the Purchase Agreement Amendment (the “Consent”).
 
References to, and the description of, the Purchase Agreement Amendment and the Consent throughout this Amendment No. 3 to the Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the Purchase Agreement Amendment and the Consent, filed as Exhibits 3 and 4 hereto, which are incorporated by reference herein.
 
As of the date of this Amendment No. 3, except as set forth above or in the information previously reported on the Schedule 13D, none of the Reporting Persons has any present plan or intention which may result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.
INTEREST IN SECURITIES OF THE COMPANY.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)           As of September 20, 2010, the Reporting Persons other than Charles Frumberg may be deemed to beneficially own, in the aggregate, approximately 6.59% of the Issuer's outstanding Shares.  Charles Frumberg may be deemed to beneficially own, in the aggregate, approximately 6.64% of the Issuer's outstanding Shares.  The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 11,189,878 Shares outstanding, which is the total number of Shares outstanding as of August 1, 2010 as reported in the Issuer's quarterly report for the quarter ended June 30,  2010.
 
 
 
 

 
CUSIP No.  878311109
 
SCHEDULE 13D
Page 7 of 9 Pages

 
    (b)           The Reporting Persons have the following powers over the Shares reported herein:
 
(i)           Emancipation Capital:  Beneficial owner, with shared power to vote or direct the vote and to dispose or direct the disposition, of 737,035 Shares, or an aggregate of 6.59% of the outstanding Shares.  Except as provided in the Voting Agreement, Emancipation Capital has the power to dispose of and the power to vote Shares directly owned by it.
 
(ii)           Emancipation Capital, LLC:  Beneficial owner, with shared power to vote or direct the vote and to dispose or direct the disposition, of 737,035 Shares, or an aggregate of 6.59% of the outstanding Shares.  Except as provided in the Voting Agreement, Emancipation Capital LLC has the power to dispose of and the power to vote Shares directly owned by it.
 
(iii)           Emancipation Master, Ltd.:  Beneficial owner, with shared power to vote or direct the vote and to dispose or direct the disposition, of 737,035 Shares, or an aggregate of 6.59% of the outstanding Shares.  Except as provided in the Voting Agreement, Emancipation Master Ltd. has the power to dispose of and the power to vote Shares directly owned by it.
 
(iv)           Mr. Frumberg:  Mr. Frumberg may be deemed to own beneficially 743,432 Shares, or 6.64% of the Shares issued and outstanding, of which 737,035 Shares are owned by Emancipation Capital, Emancipation Capital, LLC and Emancipation Master Ltd and 6,397 Shares, which includes 3,147 Shares owned directly by him and options to purchase 3,250 Shares held by him that may be exercised within 60 days.  Except as provided in the Voting Agreement, Mr. Frumberg has the power to dispose of and the power to vote Shares directly owned by him.
 
(c)           Information concerning transactions in the Shares effected by the Reporting Persons since the filing of Amendment No. 2 is set forth in Schedule A hereto and is incorporated herein by reference.  Unless otherwise indicated, all of such transactions were effected in the open market.
 
(d)           No person (other than the Reporting Persons) is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
 
(e)           Not applicable.

Item 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY.

Other than as described in Items 4 and 5 of this statement, and the agreements attached or referenced hereto, to the knowledge of the Reporting Persons, there are no contracts, arrangement, understandings or relationships (legal or otherwise) between the Reporting Persons, and between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is hereby amended to include the following:
 
Exhibit 1                 Voting Agreement, dated as of June 3, 2010, by and among Jacobs Engineering Group Inc., Jacobs Technology Inc. and Emancipation Capital LLC (incorporated herein by reference from Exhibit 1 to Amendment No. 2 to the Schedule 13D filed with the Securities and Exchange Commission on June 9, 2010).
 
Exhibit 2                 Stock Purchase Agreement, dated as of June 3, 2010, by and among TechTeam Global, Inc., Jacobs Engineering Group Inc. and Jacobs Technology Inc. (incorporated herein by reference from Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 4, 2010).
 
Exhibit 3                 Amendment No. 1 to Stock Purchase Agreement and Limited Waiver, dated as of September 14, 2010, by and among TechTeam Global, Inc., Jacobs Engineering Group Inc. and Jacobs Technology Inc. (incorporated herein by reference from Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 15, 2010).
 
Exhibit 4                 Stockholder Consent to Amendment of Stock Purchase Agreement, dated as of September 14, 2010, executed by Emancipation Capital, LLC.
 

 
 

 
CUSIP No.  878311109
 
SCHEDULE 13D
Page 8 of 9 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  September 20, 2010

 
EMANCIPATION CAPITAL, LP
 
By:
Emancipation Capital, LLC, its
   
general partner
     
     
   
By:
/s/ Charles Frumberg
   
    Name:       Charles Frumberg
   
    Title:         Managing Member
     
 
EMANCIPATION CAPITAL MASTER LTD.
     
     
   
By:
/s/ Charles Frumberg
   
    Name:       Charles Frumberg
   
    Title:         Director
     
 
EMANCIPATION CAPITAL, LLC
     
     
   
By:
/s/ Charles Frumberg
   
    Name:       Charles Frumberg
   
    Title:         Managing Member
     
 
CHARLES FRUMBERG
     
     
 
/s/ Charles Frumberg
     

 
 
 
 

CUSIP No.  878311109
 
SCHEDULE 13D
Page 9 of 9 Pages

 
SCHEDULE A

This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since the filing of Amendment No. 2.  Unless otherwise indicated, all transactions were effectuated in the open market through a broker.
 
 
CHARLES FRUMBERG

EQUITY

Trade Date
Shared Purchased (Sold)
Price Per Share ($)
-----------
------------------------
-------------------
5/17/2010
 437
5.14
5/17/2010
  250*
0.00
8/16/2010
 338
6.64
8/16/2010
  350*
0.00
     
*Shares awarded in consideration for attendance at meetings of the Board of Directors of the Issuer.

EX-99 2 p10-1705exhibit_4.htm STOCKHOLDER CONSENT TO AMENDMENT OF STOCK PURCHASE AGREEMENT p10-1705exhibit_4.htm
Exhibit 4
 

 
STOCKHOLDER CONSENT TO
AMENDMENT OF STOCK PURCHASE AGREEMENT

     THIS STOCKHOLDER CONSENT TO AMENDMENT OF STOCK PURCHASE AGREEMENT (this “Consent”) is being executed as of September 14, 2010 by the undersigned stockholder (“Stockholder”) of TechTeam Global, Inc., a Delaware corporation (“Seller”) pursuant to Section 1(c) of that certain Voting Agreement (the “Voting Agreement”) dated as of June 3, 2010 by and among Stockholder, Jacobs Engineering Group Inc., a Delaware corporation (“Buye r Parent”) and Jacobs Technology Inc., a Tennessee corporation and a wholly-owned subsidiary of Buyer Parent (“Buyer”).

Background

     A. Pursuant to the Voting Agreement, Stockholder agreed, among other things, to vote the Shares (as such term is defined in the Voting Agreement) in favor of the approval and adoption of that certain Stock Purchase Agreement dated as of June 3, 2010 by and among Seller, Buyer Parent and Buyer (the “Stock Purchase Agreement”).

     B. Section 10 of the Voting Agreement provides that the Voting Agreement will terminate on the Expiration Date (as such term is defined in the Voting Agreement), which includes the date that an amendment to the Stock Purchase Agreement that decreases the Purchase Price (as such term is defined in the Stock Purchase Agreement) is effected without Stockholder’s written consent.

     C. Seller, Buyer Parent and Buyer have proposed to enter into a certain Amendment No. 1 to Stock Purchase Agreement and Limited Waiver dated as of September 14, 2010, in the form attached hereto as Annex A (the “SPA Amendment”), pursuant to which, among other things, the Purchase Price will be reduced.

     D. As a condition and material inducement to entering into the SPA Amendment, Buyer Parent and Buyer have required that Stockholder agree, and Stockholder has agreed, to execute this Consent.


Consent to SPA Amendment

     In consideration of the foregoing, the undersigned hereby irrevocably and unconditionally consents, in accordance with Section 1(c)(iv) of the Voting Agreement, to the execution and delivery by Buyer Parent, Buyer and Seller of the SPA Amendment. Such consent shall not affect any other rights of Stockholder under the Voting Agreement.

[SIGNATURE PAGE FOLLOWS]
 
 
 


 
 

 

 
 
 
The undersigned, intending to be legally bound hereby, has executed this Consent as of the date first written above.
         
 
Emancipation Capital, LLC
 
 
 
By: 
/s/ Charles Frumberg
 
 
Name: 
 
 Charles Frumberg
 
 
Title: 
 
 Managing Member
 
 


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