1
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):
May 6, 1997
NATIONAL TECHTEAM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16284 38-2774613
(State of other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
835 Mason Avenue, Suite 200 Dearborn, MI 48124
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 277-2277
Item 5. Other Events.
On May 6, 1997, the Registrant announced the adoption of a
shareholder rights plan, providing for a dividend distribution of one
right for each share of the registrant's common stock to holders as of the
close of business on May 7, 1997. The rights will become exercisable only
in the event, with certain exceptions, an acquiring party accumulates, or
announces an offer to acquire, 15% or more of the Registrant's common
stock. The rights will expire on May 6, 2007. Each right will entitle
the holder to buy one one-hundredth of a share of a new series of preferred
stock at a price of $80.00. In addition, upon the occurrence of certain
events, holders of the rights will be entitled to purchase either the
Registrant's common stock or shares in an "Acquiror" at half of the market
value. The Registrant will generally be entitled to redeem the rights at
$0.1 per right at any time until the tenth day following the acquisition of
15% of its common stock.
2
The foregoing description of the shareholder rights plan is qualified
by reference to the Rights Agreement, dated May 6, 1997, between the
Registrant and U.S. Stock Transfer Corporation, as Rights Agent, a copy of
which is being filed by the Registrant as an exhibit to its Registration
Statement on Form 8-A.
Item 7(c) Exhibits.
4.1 Rights Agreement, dated as of May 6, 1997, between National TechTeam, Inc.
and U.S. Stock Transfer Corporation, as Rights Agent, which includes as
Exhibit A thereto the Form of Certificate of Designations, as Exhibit B
thereto the Form of Right Certificate, and as Exhibit C thereto the Summary
of Rights to Purchase Preferred Stock, incorporated herein by reference to
Exhibit 1 to National TechTeam, Inc.'s Registration Statement on Form 8-A,
dated May 9, 1997.
20.1 Summary of Rights to Purchase Preferred Stock sent to the Company's
stockholders on May 7, 1997, incorporated herein by reference as Exhibit C
of Exhibit 1 to National TechTeam Inc.'s Registration Statement on Form
8-A, dated May 9, 1997.
99.1 The Company's Press Release regarding the Rights Plan, dated May 9, 1997.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NATIONAL TECHTEAM, INC.
By: Lawrence A. Mills
---------------------------------------
Lawrence A. Mills
Senior Vice President and Chief
Financial Officer
Dated: May 15, 1997
3
EXHIBIT LIST
4.1 Rights Agreement, dated as of May 6, 1997, between National TechTeam, Inc.
and U.S. Stock Transfer Corporation, as Rights Agent, which includes as
Exhibit A thereto the Form of Certificate of Designations, as Exhibit B
thereto The Form of Right Certificate, and as Exhibit C thereto the
Summary of Rights to Purchase Preferred Stock, incorporated herein by
reference to Exhibit 1 to National TechTeam, Inc.'s Registrations Statement
on Form 8-A, dated May 9, 1997.
20.1 Summary of Rights to Purchase Preferred Stock sent to the Company's
stockholders on May 7, 1997, incorporated herein by reference as Exhibit C
of Exhibit 1 to National TechTeam, Inc's Registration Statement on Form
8-A, dated May 9, 1997.
99.1 The Company's Press Release regarding the Rights Plan, dated May 9, 1997.