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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 3, 1997
NATIONAL TECHTEAM, INC.
(Exact name of registrant as specified in charter)
Delaware 0-16284 38-2774613
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
22000 Garrison Avenue, Dearborn, Michigan 48124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (313) 277-2277
(former name or former address, if changed since last report) Not applicable
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 3, 1997, TechTeam Training, Inc., a Delaware corporation that is
a wholly owned-subsidiary of National TechTeam, Inc., ("TechTeam") closed on the
acquisition of all of the previously non-owned shares of WebCentric
Communications, Inc., a Nebraska corporation ("WebCentric"). The shares were
acquired from the then shareholders of WebCentric. The effective date of that
acquisition was January 2, 1997. The form of the transaction was a merger of
WebCentric into TechTeam Training, Inc. Subsequent to the merger, TechTeam
Training, Inc. changed its name to WebCentric Communications, Inc. and
qualified itself to do business in Nebraska.
In September 1996, TechTeam had acquired 15% of the outstanding shares of
WebCentric for $775,000 cash. The acquisition of the remaining 85% of the
shares was for a combination of cash and newly issued National TechTeam common
stock. The value assigned to this purchase was $6,149,000, consisting of
$1,554,674 in cash available from TechTeam's treasury and 270,848 shares of
TechTeam's common stock, both delivered at closing. Of the shares issued,
203,111 are restricted from sale for two years and 12,140 of these shares are
being held in escrow to pay any undisclosed liabilities. Purchase accounting
will be used for this acquisition.
WebCentric is a developer Internet-initiated support solutions for a broad
range of business and consumer applications. WebCentric's solutions include
Internet-initiated teleconferencing, Internet-initiated call completion and
integrated data and voice collaboration. The application of WebCentric's
solutions in training, call centers, and data and voice collaboration provides
users highly effective, easy to use, voice and data service from the Internet
that can be customized for each user's needs. The WebCentric technology
leverages both the Internet and the traditional phone network.
Since September 1996, L. Kevin Dohrmann, TechTeam's Vice President and
Chief Technical Officer, served as a director of WebCentric. The purchase price
for the WebCentric shares had been determined by arm's length negotiations
between WebCentric and TechTeam prior to Mr. Dohrmann serving as a director.
This was done by way of an option given by WebCentric to TechTeam at the time of
the acquisition of the original 15% of the outstanding shares to purchase all
outstanding shares of WebCentric. Prior to this, there were no relationships
between TechTeam or any of its affiliates, directors or officers or any
associate of any such officer or director and any similarly situated persons of
WebCentric.
Management believes that the acquisition of WebCentric will enable TechTeam
to deliver new call center and technical support services that will clearly
differentiate it from its competitors in the call center industry and to develop
new Internet-based applications to expand the scope of TechTeam's service
offerings.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is impracticable to file any audited financial information required by
this item at this time. If required to file any audited financial statements of
WebCentric, those financial statements will be filed by March 19, 1997.
However, TechTeam believes that such audited financial statements will not be
required upon the filing of TechTeam's Annual Report on Form 10-K not later than
March 19, 1997.
(b) PRO FORMA FINANCIAL INFORMATION
It is impracticable to file any pro forma financial information required by
this item at this time. If required to file any pro forma financial statements
of WebCentric, those financial statements will be filed by March 19, 1997.
However, TechTeam believes that such pro forma financial statements will not be
required upon the filing of TechTeam's Annual Report on Form 10-K not later than
March 19, 1997.
(c) EXHIBITS
2.0 Agreement and Plan of Merger dated December 23, 1996
between National TechTeam, Inc., TechTeam Training,
Inc., WebCentric Communications, Inc., and
Daniel L. Kemp.
99.1 Press release dated January 6, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL TECHTEAM, INC.
/s/ Lawrence A. Mills
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By: Lawrence A. Mills, Senior Vice-President and
Chief Financial Officer
DATED: January 17,1997
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EXHIBIT INDEX
Exhibit
No. Description Page
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2.0 Agreement and Plan of Merger
99.1 Press Release