TEAM, Inc. (Exact Name of Registrant as Specified in its Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 9, 2018 TEAM, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) Dairy Ashford, Suite 600 Sugar Land, Texas (Address of Principal Executive Offices and Zip Code) Registrant s telephone number, including area code: (281) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Explanatory Note This Amendment No. 1 on Form 8-K/A (the Amendment ) amends the Current Report on Form 8-K of Team, Inc. (the Company ) filed on July 9, 2018 (the Original Filing ) to include the applicable disclosures under Item 5.02 and to file an additional exhibit. The Amendment does not otherwise amend or change any other disclosure contained in the Original Filing. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 9, 2018, the Company announced that Mr. Grant D. Roscoe has been appointed as President, Operations of the Company. Mr. Roscoe, age 48, most recently served as Global Vice President of Testing & Subsea for Halliburton. Over his 24-year career in the oil and gas industry, Mr. Roscoe held a number of leadership roles at Halliburton, including Senior Global Integration Manager, Senior Regional Manager Completions North America, and Global Strategic Business Manager. Earlier in his Halliburton career, he held field operations, engineering and technology positions around the world, including North America and Asia. Before joining Halliburton in 2001, he held various roles at Expro Group and Global Marine. Mr. Roscoe holds a B.S. in Mechanical Engineering from Durban University of Technology and received Business Leadership Development and Leadership Excellence certifications from Texas A&M University s Mays Business School. In connection with his appointment as President, Operations, the Company and Mr. Roscoe entered into an offer letter, the material terms of which are as follows: Base Salary: $380,000 Annual Bonus: 2018 Annual Equity Award: Severance Benefits: Target of 60% of base salary; maximum opportunity of 120% of base salary 2018 long-term incentive opportunity of $350,000, consisting of (i) performance stock units with a grant date fair value of $210,000, with performance metrics measured over a 2-year performance period, and (ii) time-based restricted stock units with a grant date fair value of $140,000, which will vest ratably over a 4-year period Mr. Roscoe will be eligible to participate in the Company s severance policy (which includes customary non-compete and release requirements), as in effect from time to time. Start date: July 13, 2018 The foregoing description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter filed herewith as Exhibit No family relationships exist between Mr. Roscoe and any of the Company s other directors or executive officers. There are no arrangements between Mr. Roscoe and any other person pursuant to which Mr. Roscoe was appointed as President, Operations of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Roscoe has a material interest subject to disclosure under Item 404(a) of Regulation S K. The press release that included the announcement of Mr. Roscoe s appointment was issued on July 9, 2018 and was attached as Exhibit 99.1 to the Original Filing. -2-

3 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Offer Letter, dated July 1, 2018, between TEAM, Inc. and Grant Roscoe. 99.1** Team, Inc. s Press Release issued July 9, * Filed herewith. **Furnished in the Original Filing. -3-

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TEAM, Inc. By: /s/ André C. Bouchard André C. Bouchard Executive Vice President, Chief Legal Officer and Secretary Dated: July 11,

5 Exhibit Dairy Ashford, Suite 600 Sugar Land, Texas July 1, 2018 Mr. Grant Roscoe via Dear Grant: Re: Offer of Employment I am delighted to extend you an offer to join Team, Inc. ( Team or the Company ) as President - Operations of the Company. We have enjoyed getting to know you and better understand your experience and capabilities over the course of this interview process, and through these discussions, have developed conviction with regard to your fit with our team and opportunity. The purpose of this letter is to confirm our mutual understanding of the specific details of Team s employment offer to you. The specific details of your position at Team are: Start Date: Your start date is Friday, July 13, 2018, or a mutually agreeable date to be determined (the Effective Date ). Position: You will be appointed as President - Operations of the Company effective as of the Effective Date. Reporting Relationship: You will report to the directly to the Chief Executive Officer of the Company. Duties: You will have duties and responsibilities commensurate with the position of President - Operations, as determined by the Company. You will devote substantially all of your business time to performing your duties and responsibilities with the Company. Location: Your work location will be at our Sugar Land, Texas office, subject to reasonable travel in connection with the performance of your duties. Salary: You will have an initial base salary ( Base Salary ) of $380,000, payable bi-weekly. Annual Bonus: During each year of your employment with the Company, you will have an annual cash bonus opportunity under the Company s Annual Cash Incentive Plan (the Annual Bonus ). For 2018, the Annual Bonus payable to you shall not be pro-rated for the partial year. Your actual Annual Bonus payment each year will be determined based on the level of achievement of the financial and operational performance goals by you and/or the Company as established by the Company, which shall be consistent with the performance goals applicable to other similarly situated senior executives of the Company in any such applicable year. For the 2018 Annual Bonus, your target Annual Bonus will be 60% of Base Salary and will scale to 120% of Base Salary as a maximum bonus, based upon achievement against performance goals as outlined above.

6 Equity Compensation: 2018 Annual Award Opportunity. You will have an aggregate 2018 long-term incentive opportunity of $350,000, consisting of (i) performance stock units with a grant date fair value of $210,000, which will be granted on the later of July 31, 2018 or the Effective Date (subject to your employment with the Company on the grant date), with performance metrics measured over a 2-year performance period which will be payable to you (if earned) in 2020, and (ii) time-based restricted stock units with a grant date fair value of $140,000, which will be granted in the fourth quarter of 2018, or earlier, (subject to your employment on the grant date) in accordance with the Company s ordinary course grant practice, and will vest ratably over a 4-year period. The terms and conditions applicable to the 2018 long-term incentive awards, including vesting requirements, will be consistent with the terms and conditions applicable to the 2018 annual equity awards granted to similarly-situated senior executives, as determined by the Compensation Committee. It is expected that you will be granted annual equity awards in each year following 2018 during which you continue employment with the Company as President - Operations; however, the actual grant date value of annual equity awards granted to you in each such year may be adjusted and shall be determined by the Compensation Committee in its sole discretion. The Company performance stock unit awards are generally issued in the first quarter of the year and the time-based restricted stock units are generally issued in the fourth quarter of the year, but are subject to change at the discretion of the Compensation Committee. Paid Time Off: You will be eligible for paid time off in accordance with the Company s Flexible Time Off Program, as in effect from time to time. Employee Benefits: During your employment with the Company, you will be eligible for employee benefits on the terms generally provided by the Company to its senior executives from time to time. Severance Plan: You will be eligible to participate in the Company s Corporate Executive Officer Compensation and Benefits Continuation Policy, as in effect from time to time (the Policy ). The Policy provides generally that upon an involuntary termination of employment by the Company without cause or your voluntary termination of employment for good reason, you would receive a continued salary for 15 months. In exchange, you must enter into a general release agreement and one-year non-competition agreement with the Company. Severance benefits are also triggered under the Policy when an involuntary termination without cause or voluntary termination for good reason occurs within 90 days before or within 360 days after a change of control. In such event, you would generally receive: a supplemental single lump sum salary payment equivalent to 24 months; a supplemental single sum compensation payment representing annual bonus opportunities, calculated as the higher of the most recent year s paid bonus or the average bonus paid for the last three years (two times annual bonus opportunity). These change in control severance benefits are only available where both a change in control and an involuntary separation without cause or a voluntary separation for good reason occur. In exchange for such Policy benefits, you must enter into a general release and twelve-month non-competition agreement with the Company. The 2

7 Policy is administered by the Compensation Committee and subject to amendment or change, at the discretion of the Compensation Committee. Miscellaneous: As with all of our employees, you will be subject to our applicable employment and other policies as outlined in our employment handbook and elsewhere. Your employment will be at-will, meaning that you or Team may terminate the employment relationship at any time, with or without cause, and with or without notice. This offer is contingent upon satisfactory completion of our standard pre-hire requirements, such as satisfactory completion of a preemployment Drug & Alcohol Test and Background Check and our online enrollment process. Additionally, you are required to sign our Proprietary Information, Inventions, and Non-Solicitation Agreement with Non-Compete, known as the PIINS agreement. These items should be completed prior to your start date. Please contact Butch Bouchard (xxxxx@teaminc.com or xxx.xxx.xxxx) at your earliest convenience to initiate the process to complete these additional requirements. Grant, as you know Team is in a transformation and growth mode and we need a thoughtful, energetic and ambitious leader to work with our executive management team to help drive the change necessary for Team to achieve its strategic objectives. We enthusiastically look forward to you joining our management team at Team. Please feel free to contact me with any questions or comments (xxxxx@teaminc.com or xxx.xxx.xxxx). Sincerely, /s/ Amerino Gatti Amerino Gatti Chief Executive Officer Agreed and Acknowledged: Employee Signature Date July 2, 2018 /s/ Grant Roscoe Grant Roscoe 3