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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
August 26, 1998
TEAM, INC.
(Exact name of registrant as specified in charter)
Texas 0-9950 74-1765729
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
200 Hermann Drive, Alvin, Texas 77056
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 331-6154
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On August 28, 1998, Team, Inc. ("Team") acquired all of the outstanding
capital stock of Climax Portable Machine Tools, Inc., an Oregon corporation
("Climax"). Pursuant to the terms of a Stock Purchase Agreement among Team
and Climax's Majority Shareholders (as defined herein), Team acquired
20,992 shares of Climax's common stock, representing 86.62% of the
outstanding capital stock of Climax (the "Climax Agreement"). The "Majority
Shareholders" consist of (i) R. Leroy and Paula Benham, (ii) the Climax
Portable Machine Tools, Inc. Employee Stock Ownership Plan Trust, (iii)
Phillip R. Edin, Trustee of the Phillip Edin Living Trust and (iv) Terry W.
Weigel. Team acquired the remaining 3,243 shares of the outstanding capital
stock of Climax pursuant to a series of Stock Purchase Agreements among
Team and Climax's minority shareholders (the "Minority Agreements").
Pursuant to the Climax Agreement and the Minority Agreements, Team acquired
all of the outstanding capital stock of Climax (the "Climax Shares") in
exchange for cash in the amount of $6,400,000 and 200,000 newly-issued
shares of Team's common stock, $0.30 par value per share (the "Common
Stock"). Effective August 28, 1998, Team also entered into employment
agreements with three of the Majority Shareholders, pursuant to which such
persons were granted options to purchase up to an aggregate of 50,000
shares of Common Stock at an exercise price of $4.125 per share. The amount
of consideration paid by Team to the former Climax shareholders for the
acquisition of the Climax Shares was determined as a result of arms-length
negotiations and agreement between unrelated parties.
The description contained herein of Team's acquisition of the Climax Shares
is qualified in its entirety by reference to the Climax Agreement (and the
amendments thereto), copies of which are attached hereto as Exhibits 2.1
through 2.3, the Minority Agreements, a copy of the form of agreement
is attached hereto as Exhibit 2.4, and the Press Release dated September 1,
1998 attached hereto as Exhibit 99.
In order to finance the acquisition of the Climax Shares, Team closed a
credit facility with NationsBank, N.A of Houston on August 26, 1998 in the
amount of $24,000,000. The new facility is comprised of (i) a $12,500,000
revolving loan, (ii) $9,500,000 in term loans for business acquisitions and
(iii) a $2,000,000 mortgage loan to refinance existing real estate
indebtedness. Interest rates under the new facility are adjustable
depending upon Team's cash flow and are generally more favorable than
the previously existing $10,000,000 revolving credit facility, which Team
terminated.
The description contained herein of Team's credit facility is qualified in
its entirety by reference to the Credit Agreement, a copy of which is
attached hereto as Exhibit 2.5.
(b) The assets acquired were used by Climax to design and manufacture portable,
metal cutting machine tools, and Team intends to continue such use.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
As of the date of filing of this Current Report on Form 8-K, it is
impracticable to provide the financial statements required by this Item
7(a) with respect to the acquisition of Climax. In accordance with Item
7(a)(4) of Form 8-K, such financial statements shall be filed by amendment
to this Form 8-K no later than 60 days after September 10, 1998.
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(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it is
impracticable to provide the financial information by this Item 7(b). In
accordance with Item 7(b) of Form 8-K, such financial information shall be
filed by amendment to this Form 8-K no later than 60 days after September
10, 1998.
(c) Exhibits
2.1 Stock Purchase Agreement dated as of July 3, 1998, among Team and R.
Leroy and Paula Benham, the Climax Portable Machine Tools, Inc.
Employee Stock Ownership Plan Trust, Phillip R. Edin, Trustee of the
Phillip Edin Living Trust and Terry W. Weigel. (Team hereby agrees to
furnish supplementally to the Securities and Exchange Commission,
upon request, a copy of any omitted exhibit or schedule to the
attached Exhibit, all of which omitted exhibits or schedules are
listed on page vi of the attached Exhibit.)
2.2 First Amendment to Stock Purchase Agreement dated as of July 29,
1998, among Team and R. Leroy and Paula Benham, the Climax Portable
Machine Tools, Inc. Employee Stock Ownership Plan Trust, Phillip R.
Edin, Trustee of the Phillip Edin Living Trust and Terry W. Weigel.
2.3 Second Amendment to Stock Purchase Agreement dated as of August 28,
1998, among Team and R. Leroy and Paula Benham, the Climax Portable
Machine Tools, Inc. Employee Stock Ownership Plan Trust, Phillip R.
Edin, Trustee of the Phillip Edin Living Trust and Terry W. Weigel.
2.4 Form of Stock Purchase Agreement among Team and each of the following
minority shareholders: Paul and Gladys Strait, Timothy Benham,
Elizabeth Allen, Louise Sperling, Amy Sperling, Melissa Sperling,
Sarah Sperling, Emily Sperling, Jodi Strait, and Raelyn Riedlinger.
2.5 Credit Agreement dated August 28, 1998 among Team, NationsBank, N.A.
and various Financial Institutions named in the Credit Agreement.
(Team hereby agrees to furnish supplementally to the Securities and
Exchange Commission, upon request, a copy of any omitted exhibit or
schedule to the attached Exhibit, all of which omitted exhibits or
schedules are listed on page iv of the attached Exhibit.)
99 Press Release Dated September 1, 1998.
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SIGNATURES
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 herein to duly authorized.
Dated: September 10, 1998
TEAM, INC.
/s/ WILLIAM A. RYAN
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By: William A. Ryan
Chairman of the Board
and Chief Executive Officer
/s/ TED W. OWEN
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By: Ted W. Owen
Vice President,
Chief Financial Officer
and Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Stock Purchase Agreement dated as of July 3, 1998, among Team and R.
Leroy and Paula Benham, the Climax Portable Machine Tools, Inc.
Employee Stock Ownership Plan Trust, Phillip R. Edin, Trustee of the
Phillip Edin Living Trust and Terry W. Weigel. (Team hereby agrees to
furnish supplementally to the Securities and Exchange Commission,
upon request, a copy of any omitted exhibit or schedule to the
attached Exhibit, all of which omitted exhibits or schedules are
listed on page vi of the attached Exhibit.)
2.2 First Amendment to Stock Purchase Agreement dated as of July 29,
1998, among Team and R. Leroy and Paula Benham, the Climax Portable
Machine Tools, Inc. Employee Stock Ownership Plan Trust, Phillip R.
Edin, Trustee of the Phillip Edin Living Trust and Terry W. Weigel.
2.3 Second Amendment to Stock Purchase Agreement dated as of August 28,
1998, among Team and R. Leroy and Paula Benham, the Climax Portable
Machine Tools, Inc. Employee Stock Ownership Plan Trust, Phillip R.
Edin, Trustee of the Phillip Edin Living Trust and Terry W. Weigel.
2.4 Form of Stock Purchase Agreement among Team and each of the following
minority shareholders: Paul and Gladys Strait, Timothy Benham,
Elizabeth Allen, Louise Sperling, Amy Sperling, Melissa Sperling,
Sarah Sperling, Emily Sperling, Jodi Strait, and Raelyn Riedlinger.
2.5 Credit Agreement dated August 28, 1998 among Team, NationsBank, N.A.
and various Financial Institutions named in the Credit Agreement.
(Team hereby agrees to furnish supplementally to the Securities and
Exchange Commission, upon request, a copy of any omitted exhibit or
schedule to the attached Exhibit, all of which omitted exhibits or
schedules are listed on page iv of the attached Exhibit.)
99 Press Release Dated September 1, 1998.