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ROPES
& GRAY ROPES & GRAY LLP
ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-7000 F 617-951-7050
BOSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, DC www.ropesgray.com
March 14, 2006 Melissa S. Gainor
(617) 951-7025
Mark P. Shuman, Esq., Branch Chief - Legal
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: TechTeam Global, Inc. Definitive Additional Soliciting Materials filed by
Costa Brava Partnership III, L.P. on March 6, 2006, File No. 0-16284
Dear Mr. Shuman:
Costa Brava Partnership III, L.P. ("Costa Brava") appreciates the opportunity to
respond to the Commission's review letter dated March 9, 2006 with respect to
the above referenced solicitation materials filed pursuant to Rule 14a-12 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Costa
Brava's responses to the Commission's comments are set forth below. In order to
facilitate your review, we have included your comment followed by Costa Brava's
response.
Costa Brava acknowledges that (i) Costa Brava is responsible for the adequacy
and accuracy of the disclosure in its filings, (ii) the staff's comments and any
changes to the disclosure in response to the staff's comments does not foreclose
the Commission from taking any actions with respect to the filing, and (iii)
Costa Brava may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
Definitive Additional Soliciting Materials
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1. The director-nominees are deemed to also be making the solicitation as
they have an interest in being elected as directors. Accordingly, the
director-nominees should also be identified as filing persons on your Schedule
14A. Please include such director-nominees as filing persons or provide us with
your analysis as to why such director-nominees otherwise do not have an interest
in being elected as directors and should not be deemed as making the
solicitation.
Costa Brava's Response:
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We will make the requested change.
ROPES & GRAY LLP
- 2 - March 14, 2006
2. We note your following inquiries to TechTeam Global:
o "Why was it necessary to change our company's By-laws in early
January of 2006 to ensure the continued exclusion of the
corporate Secretary from these meetings?"
o "What conduct of the Board are you attempting to hide, and how
much does it cost our company?"
As noted in comment 3 in our letter dated March 1, 2006, such statements
appear to be making allegations of wrongdoing without sufficient factual
support. For example, the Form 8-K filed January 9, 2006 discloses the amendment
of the bylaws to provide the chairman with the authority to designate an acting
secretary to take the minutes. Such an amendment by itself, however, does not
necessarily "ensure the continued exclusion of the corporate Secretary." Please
remove this language from future filings or revise to characterize these
allegations as your belief and provide sufficient factual foundation to support
the accusations of misconduct. Please generally avoid statements that directly
or indirectly impugn the character, integrity, or personal reputation or make
charges of illegal or immoral conduct without factual foundation. In this
regard, note that the factual foundation for such assertions must be reasonable.
Refer to Rule 14a-9.
Costa Brava's Response:
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We appreciate the Staff's comment and we will take this into account in future
filings.
Any questions or comments on our responses should be directed either to David A.
Fine (617-951-7473) or Melissa S. Gainor (617-951-7025).
Best regards,
Melissa S. Gainor
cc: Seth W. Hamot
Daniel Lee, Esq.
Mara Ranson, Esq.