TEAM INC FORM 8-K. (Current report filing) Filed 05/27/15 for the Period Ending 05/26/15

Transcription

1 TEAM INC FORM 8-K (Current report filing) Filed 05/27/15 for the Period Ending 05/26/15 Address DAIRY ASHFORD SUITE 600 SUGAR LAND, TX Telephone CIK Symbol TISI SIC Code Services-Miscellaneous Repair Services Industry Business Services Sector Services Fiscal Year 05/31 Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 26, 2015 TEAM, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Entry into a Material Definitive Agreement On May 26, 2015, we entered into the First Amendment to the Amended and Restated Put/Call Option Agreement (the First Amendment ) with the Class B Shareholders of TQ Acquisition, Inc. ( Put-Call Option Agreement ). On November 1, 2010, as partial consideration for their respective Membership Interests in Quest Integrity Group, LLC, the Class B Stockholders received Class B common stock of TQ Acquisition, Inc. (the Class B Stock ) which represents 5.0% of the issued and outstanding capital stock of TQ Acquisition, Inc. and entered into the Put/Call Option Agreement with Team, Inc., which provides for the issuance of restricted shares of Team common stock in the event either Team calls the Class B Stock for redemption or the Class B Stockholders put the Class B Stock to Team for purchase. The First Amendment permits, solely in the event Team calls the Class B Stock for redemption, the Class B Stockholders to elect to receive cash, Team common stock or a combination of cash and Team common stockfor their shares of Class B Stock. Item Financial Statements and Exhibits (c) Exhibits. The following exhibit is furnished as part of Item 1.01 of this Current Report on Form 8-K: Exhibit number Description 10.1 First Amendment to the Amended and Restated Put/Call Option Agreement dated May 26, 2015 by and between Team, Inc. and the Class B Stockholders

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, Administration, Chief Legal Officer & Secretary Dated: May 27, 2015

5 Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED PUT/CALL OPTION AGREEMENT This First Amendment (the Amendment ) to the Amended and Restated Put/Call Option Agreement dated April 7, 2014 (the Put/Call Option Agreement ) is made and entered into this 26th day of May, 2015 by and between Team, Inc., a Delaware corporation ( Team ) and the shareholders listed on the signature pages hereto (each, a Class B Stockholder and collectively, the Class B Stockholders ). Team and the Class B Stockholders are each referred to as a Party and, collectively, they are sometimes referred to as the Parties. RECITALS WHEREAS, Team desires to amend the Put/Call Option Agreement to provide for the settlement of the Call Option in cash, shares of Team Common Stock, or a combination thereof; and WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Put/Call Option Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. The Parties hereby amend and restate Article II of the Put/Call Option Agreement to read as follows: Section 2.1 Call Option. ARTICLE II CALL OPTION (a) Subject to Section 5.1 hereof, on or after May 31, 2015 (the Option Date ), Team shall have the right, but not the obligation, to exercise an option to purchase all, but not less than all, of the outstanding shares of Class B Stock (the Call Option ) for the Settlement Amount in the aggregate, payable at Team s sole discretion to each Class B Stockholder either: Stock, (i) in cash in an amount equal to the Settlement Amount multiplied by his or her pro rata portion of the total shares of Class B (ii) with an aggregate number of unregistered shares of Team Common Stock equal to (A) the Settlement Amount multiplied by his or her pro rata portion of the total shares of Class B Stock divided by (B) the Settlement Rate (such formula is referred to herein as, the Exercise Price ), or

6 (iii) in a combination of cash and shares of Team Common Stock equal to the Settlement Amount multiplied by his or her pro rata portion of the total shares of Class B Stock, provided however, that the maximum amount of cash that Team shall pay to any Class B Stockholder under this Section 2.1 shall not exceed $3,000,000; provided that any affiliated Class B Stockholders shall be consolidated as one Class B Stockholder in determining the maximum amount of cash payable to them (i.e., two or more affiliated Class B Stockholders would be limited to $3,000,000 in cash, not $6,000,000 or more in cash). A Call Option exercised hereunder shall be completed as soon as practicable following the finalization of the audited financial statements of the Company for the fiscal year period ending May 31, 2015, or if such audited statements have already been issued, then within ten days following the giving of an executed copy of the exercise notice in the applicable form attached hereto as Exhibit B (the Exercise Notice ). (b) Should a Class B Stockholder exercise his or her rights under Section 3.1 below, the Company shall purchase the Class B Stock for an aggregate number of unregistered shares of Team Common Stock equal to the Exercise Price. Section 2.2 Call Option Exercise Notice. In order to exercise the Call Option, Team shall send by written notice at any time prior to 5:00 p.m., Houston time, to the Class B Stockholder Representative the Exercise Notice. The Class B Stockholder Representative shall deliver to Team prior to August 10, 2015, a schedule setting forth the Class B Stockholders and the cash, stock and/or combination payouts selected by each Class B Stockholder (the Class B Stockholder Schedule ). In the event that any Class B Stockholder does not elect the manner to receive his or her pro rata portion of the Settlement Amount on the Class B Stockholder Schedule, then such Class B Stockholder shall be deemed to have elected to be paid his or her pro rata portion of the Settlement Amount under Section 2.1(a)(ii). 2. The second page of Exhibit B of the Put/Call Option Agreement shall be amended and restated in its entirety to read as set forth in Appendix A to this Amendment. 3. This Amendment may be executed in counterparts, each of which taken together shall constitute one and the same instrument. 4. This Amendment shall be governed by and construed and enforced in accordance with the laws of the same jurisdiction as apply to the Put/Call Option Agreement. 5. Except as amended herein, the Put/Call Option Agreement shall remain in full force and effect. The Put/Call Option Agreement, as amended hereby, is hereby ratified and re-affirmed by the Parties who specifically acknowledge the validity and enforceability thereof. (signature page to follow)

7 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. TEAM, INC. By: Andre C. Bouchard Executive VP, Administration, Chief Legal Officer & Secretary CLASS B STOCKHOLDER Printed Name:

8 Appendix A Exhibit B Exercise Notice If exercise of Call Option: NOTICE OF EXERCISE OF CALL OPTION To: Date: Team, Inc., a Delaware corporation, hereby irrevocably gives notice to (the Class B Stockholder Representative ) of the exercise of its option to purchase shares of Class B Common Stock of TQ Acquisition, Inc., a Texas corporation, for (i) cash, (ii) unregistered shares of the common stock, par value $0.30 per share, of Team, Inc., or (iii) a combination thereof, in accordance with Article II of the Amended and Restated Put/Call Option Agreement dated April 7, 2014, as amended. TEAM, INC. By: Name: Title: