1 As Filed with the Securities and Exchange Commission on June ___, 1997 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEAM, INC. (Exact name of registrant as specified in its charter) 1019 South Hood Street Alvin, Texas 77511 (713) 331-6154 (Address and telephone number of principal executive office) Texas 74-1765729 (State of Incorporation) (I.R.S. Employer Identification Number) TEAM, INC. RESTATED NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full Title of the Plan) ----------------------------- Margie E. Rogers Secretary and Treasurer TEAM, INC. 1019 South Hood Street Alvin, Texas 77511 (713) 331-6154 (Name, address and telephone number of agent for service) Copy to: CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN Attention: Byron L. Willeford 1200 Smith Street, Suite 1400 Houston, Texas 77002 ----------------------------- CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- Number of Proposed Proposed Title of shares maximum maximum Amount of securities being being offering price aggregate registration registered registered per share (1) offering price fee - ----------------------------------------------------------------------------------------------------------- Common Stock, 60,000 $2.125 $127,500 $100 par value $0.30 per share - ----------------------------------------------------------------------------------------------------------- (1) Based on market price and on stock option exercise price, and used solely to determine the registration fee in accordance with Rule 457(h) under the Securities Act of 1933. 2 INCORPORATION BY REFERENCE OF CONTENTS OF PRIOR S-8 REGISTRATION STATEMENT The contents of registrant's prior Registration Statement on Form S-8, Registration No. 33-74382, registering shares of registrant's common stock underlying options to purchase such common stock under the Team, Inc. Restated Non-Employee Directors' Stock Option Plan, are incorporated herein by reference. INDEX OF EXHIBITS 5 Opinion of Chamberlain, Hrdlicka, White, Williams & Martin. 24(a) Consent of Deloitte & Touche. 24(b) Consent of Chamberlain, Hrdlicka, White, Williams & Martin is included in Exhibit 5 hereto. 99(a) Team, Inc. Restated Non-Employee Directors' Stock Option Plan. 99(b) Amendment of January 9, 1997 to Team, Inc. Restated Non-Employee Directors' Stock Option Plan. 2. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Alvin, Texas, effective June 19, 1997. TEAM, INC. By: /s/ William A. Ryan ---------------------------------------- William A. Ryan Chairman of the Board and President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated. Signature Title Date /s/ William A. Ryan Chairman of the Board, June 19, 1997 --------------------------------------------------- President and Director William A. Ryan (Principal Executive and Financial Officer) /s/ Margie E. Rogers Secretary and Treasurer June 19, 1997 --------------------------------------------------- (Principal Accounting Margie E. Rogers Officer) /s/ George W. Harrison Director June 19, 1997 ---------------------------------------------------- George W. Harrison /s/ Sidney B. Williams Director June 19, 1997 ---------------------------------------------------- Sidney B. Williams 3. 4 INDEX OF EXHIBITS EXHIBIT NO. DESCRIPTION ------- ----------- 5 Opinion of Chamberlain, Hrdlicka, White, Williams & Martin. 24(a) Consent of Deloitte & Touche. 24(b) Consent of Chamberlain, Hrdlicka, White, Williams & Martin is included in Exhibit 5 hereto. 99(a) Team, Inc. Restated Non-Employee Directors' Stock Option Plan. 99(b) Amendment of January 9, 1997 to Team, Inc. Restated Non-Employee Directors' Stock Option Plan.