UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 6, 2005 (November 15, 2005)
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Date of report (Date of earliest event reported):
Team, Inc.
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(Exact Name of Registrant as Specified in Charter)
Texas 001-08604 74-1765729
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
200 Hermann Drive, Alvin, Texas 77512
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(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (281) 331-6154
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate line below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement
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On October 5, 2005, Team entered into a First Amendment to Credit Agreement
previously disclosed and described in its Form 10-Q filing of October 17, 2005.
That amendment is attached as Exhibit 10.1 to this filing. On November 15, 2005,
Team entered into a Second Amendment to Credit Agreement that exercised the
pre-existing "accordion" feature of the credit facility and expanded the
capacity of the revolving commitments of the participating banks to a total of
$60 million from $50 million. The amendment also waived compliance with the
leverage ratio in Section 7.14(b) of the Credit Agreement for the fiscal quarter
ended on November 30, 2005 in the event that Climax Portable Machine Tools, Inc.
("Climax") was sold in that quarter. The First Amendment to Credit Agreement
provided that the leverage ratio would automatically be reduced to 3:1 in any
quarter that Climax was sold. The Second Amendment to Credit Agreement is
attached as Exhibit 10.2 to this filing.
Item 2.01. Completion of Acquisition or Disposition of Assets
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On November 30, 2005, Team sold all of the outstanding stock of Climax Portable
Machine Tools, Inc. ("Climax"), its equipment sales and rental segment, to an
affiliate of Horizon Partners Ltd. for approximately $14.5 million in cash. The
purchase price is subject to adjustments based on various "true-ups" to the
actual final closing balance sheet to be delivered within 45 days of the
closing.
The assets associated with the Climax sale include an owned facility in Newberg,
Oregon located on approximately 3 acres, inventory of approximately $2.5
million, demo machines, accounts receivables and an investment in Climax GmbH, a
joint venture in Germany
Horizon Partners Ltd. is a private investment holding company with offices in
Naples, Florida and Milwaukee, Wisconsin, which acquires and builds companies.
Its portfolio includes the leading independent processor of peanuts in the
United States; the largest manufacturer of membrane switches in North America;
and a producer of nonwoven fabrics for the filtration, medical, and pipe repair
markets.
A copy of the Stock Purchase Agreement is attached as Exhibit 2.1 to this
filing.
The press release issued on November 30 by the Company related to the
transaction was filed as an attachment to an earlier Form 8-K filed on November
30, 2005.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
2.1 Stock Purchase Agreement dated November 30, 2005
10.1 First Amendment to Credit Agreement dated October 5, 2005
10.2 Second Amendment to Credit Agreement dated November 15, 2005
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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 hereunto duly authorized.
Team, Inc.
By: /s/ Gregory T. Sangalis
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Name: Gregory T. Sangalis
Title: Senior Vice President - Law &
Administration
Date: December 6, 2005
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Exhibit Index
Exhibit Number Description
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2.1 Stock Purchase Agreement dated November 30, 2005
10.1 First Amendment to Credit Agreement dated October 5, 2005
10.2 Second Amendment to Credit Agreement dated November 15, 2005
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