December 21, 202212/31false000031883300003188332022-12-212022-12-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): December 21, 2022
TEAM, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 001-08604 | | 74-1765729 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 331-6154
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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.30 par value | TISI | New York Stock Exchange |
| Preferred Stock Purchase Rights | N/A | New York Stock Exchange |
Indicate by check mark whether registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-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. ¨
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Item 3.03 | Material Modifications to Rights of Security Holders |
In connection with the previously announced one-for-ten reverse stock split (the “Reverse Stock Split”) of shares of common stock, par value $0.30 per share (the “Common Stock”), of Team, Inc. (the “Company”), the Company has filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Certificate of Amendment, effective as of 5:00 p.m., Eastern Time, on December 21, 2022 (the “Effective Time”), converted every ten shares of the issued and outstanding Common Stock into one share of Common Stock of the Company. The Reverse Stock Split also effected a proportionate reduction in the Company’s authorized shares of Common Stock from 120,000,000 shares to 12,000,000 shares, and reduced the number of shares of Common Stock outstanding from 43,429,089 shares to 4,342,909 shares. The Common Stock began trading on a reverse split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the opening of trading on December 22, 2022 (the “Effective Date”). The Common Stock will continue trading on the NYSE under the symbol “TISI” with a new CUSIP number (878155 308).
Proportionate adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding warrants, equity awards and convertible securities, as well as the applicable exercise prices. Specifically, as a result of the Reverse Stock Split, on the Effective Date, pursuant to and in accordance with Section 4.04(b) of that certain indenture (the “Indenture”), dated as of July 31, 2017, between the Company and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee and conversion agent, pertaining to the Company’s 5.00% Convertible Senior Notes due 2023 (the “Notes”), the Conversion Rate (as defined in the Indenture) of the Notes was reduced from 46.0829 shares of Common Stock per $1,000 principal amount of Notes to 4.6083 shares of Common Stock per $1,000 principal amount of Notes. In addition, as a result of the Reverse Stock Split, the aggregate number of shares of Common Stock issuable pursuant to equity and equity-based awards outstanding under each of the Team, Inc. 2006 Stock Incentive Plan and the Team, Inc. 2016 Equity Incentive Plan was adjusted to reflect the Reverse Stock Split.
Pursuant to the Certificate of Amendment, any fraction of a share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, without interest, in an amount equal to the proceeds attributable to the sale of such fractional interest following the aggregation and sale by Computershare Trust Company, N.A. (“Computershare”), the Company’s transfer agent, of all fractional shares otherwise issuable. The Reverse Stock Split affected all record holders of the Common Stock uniformly and did not affect any record holder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. Holders of Common Stock who hold in “street name” in their brokerage accounts do not have to take any action as a result of the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Stockholders of record will be receiving information from Computershare regarding their stock ownership following the Reverse Stock Split and cash in lieu of fractional share payments, if applicable.
In addition, at the Effective Time, pursuant to and in accordance with that certain Section 382 Rights Agreement, dated as of February 2, 2022 (as may be amended from time to time, the “Rights Agreement”), between the Company and Computershare, as rights agent and transfer agent, the number of one one-thousandths of a Preferred Share (as defined in the Rights Agreement) purchasable upon exercise of each Right (as defined in the Rights Agreement) was increased from 1 to 10.000.
The foregoing description of the Certificate of Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth under Item 3.03 above is incorporated herein by reference.
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Item 7.01 | Regulation FD Disclosure |
On December 21, 2022, the Company issued a press release announcing the effectiveness of the Reverse Stock Split, and on December 22, 2022, the Company issued a correction to the press release. In addition, on December 22, 2022, the Company issued a press release announcing the adjustment to the Conversion Rate of the Notes. A copy of each press release is attached hereto as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively, and incorporated in this Item 7.01 by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01 | Financial Statements and Exhibits |
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(d) | Exhibits. |
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Exhibit number | Description |
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3.1 | |
99.1 | |
99.2 | |
99.3 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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TEAM, Inc. |
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By: | /s/ Nelson M. Haight |
| Nelson M. Haight |
| Chief Financial Officer (Principal Financial Officer) |
Dated: December 22, 2022
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TEAM, INC.
Team, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation's Amended and Restated Certificate of Incorporation filed with the Secretary of State on November 29, 2011 (the “Certificate of Incorporation”).
2. The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
3. The Certificate of Incorporation is hereby amended as follows:
Article IV of the Certificate of Incorporation is shall be amended and restated to insert the following paragraph immediately following the caption “Shares” as follows:
Effective as of the effective time of 5:00 p.m. Eastern Time, on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware (the “Effective Time”), each ten (10) shares of the Corporation’s Common Stock, par value $0.30 per share, issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.30 per share, without increasing or decreasing the par value of each share of Common Stock (the “Reverse Split”). No fractional shares of Common Stock shall be issued in connection with the Reverse Split. Instead, any stockholders who would have been entitled to receive a fractional share interest of Common Stock as a result of the Reverse Split, shall with respect to such fractional interest, be entitled to receive cash payments, without interest, in lieu of fractional shares of Common Stock, in an amount equal to the proceeds attributable to the sale of such fractional interest following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each stock certificate that, immediately prior to the Effective Time, represented shares of pre-Reverse Split Common Stock shall, from and after the Effective Time, automatically and without any action on the part of the Corporation or the respective holders thereof, represent that number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined (as well as the right to receive cash in lieu of any fractional shares of post-Reverse Split Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares of pre-Reverse Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined pursuant to the Reverse Split, as well as any cash in lieu of fractional shares of post-Reverse Split Common Stock to which such holder may be entitled as set forth above. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.
At the Effective Time, the first sentence of Article IV of the Certificate of Incorporation shall be hereby amended and restated in its entirety as follows:
The aggregate number of shares which the corporation shall have the authority to issue is 12,500,000 shares, of which 12,000,000 shares shall be common shares, par value $0.30 each (“Common Stock”), and of which 500,000 shares shall be preferred shares, par value $100.00 each (“Preferred Stock”), issuable in series.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by André C. Bouchard, its Executive Vice President, Administration, Chief Legal Officer & Secretary, this 21st day of December, 2022.
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By: | /s/ André C. Bouchard |
Name: | André C. Bouchard |
Title: | Executive Vice President, Administration, Chief Legal Officer & Secretary |
FOR IMMEDIATE RELEASE
TEAM, INC. COMPLETES ONE-FOR-TEN REVERSE STOCK SPLIT
SUGAR LAND, TX – December 21, 2022 – Team, Inc. (NYSE: TISI) (“TEAM” or the “Company”), a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions, today announced that it has completed the previously announced reverse stock split of the outstanding shares of the Company’s common stock, par value $0.30 per share (the “Common Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”), effective at 5:00 p.m. Eastern Time today (the “Effective Time”). The Common Stock will begin trading on a split-adjusted basis at market open on December 22, 2022. Trading in the Common Stock will continue on the New York Stock Exchange (“NYSE”) under the symbol “TISI,” with a new CUSIP number (878155 308).
The Reverse Stock Split also effected a proportionate reduction in the Company’s authorized shares of Common Stock from 120,000,000 shares to 12,000,000 shares and reduced the number of shares of Common Stock outstanding from approximately 43,429,089 shares to approximately 4,342,724 shares. Proportionate adjustments are being made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding warrants, equity awards and convertible securities, as well as the applicable exercise prices.
No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder that otherwise would receive fractional shares will receive, in lieu of such fractional shares, cash in an amount determined on the basis of the closing price of the Common Stock on the NYSE on December 21, 2022. The Reverse Stock Split affected all record holders of the Common Stock uniformly and did not affect any record holder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. Holders of Common Stock who hold in “street name” in their brokerage accounts do not have to take any action as a result of the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Stockholders of record will be receiving information from Computershare Trust Company, N.A. (“Computershare”), the Company’s transfer agent, regarding their stockownership following the Reverse Stock Split and cash in lieu of fractional share payments, if applicable, shortly following the Effective Time. Shareholders with certificated shares will receive a letter of transmittal from Computershare with instructions on how to surrender certificates representing pre-split shares. Shareholders should not send in their pre-split certificates until they receive a letter of transmittal from Computershare.
Shareholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action.
Additional information about the Reverse Stock Split and the related charter amendment can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 19, 2022.
About Team, Inc.
Headquartered in Sugar Land, Texas, Team Inc. (NYSE: TISI) is a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability and operational efficiency for our client’s most critical assets. Through locations in more than 20 countries, we unite the delivery of technological innovation with over a century of progressive, yet proven integrity and reliability management expertise to fuel a better tomorrow. For more information, please visit www.teaminc.com.
Forward Looking Statements
Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. The Company has made reasonable efforts to ensure that the information, assumptions, and beliefs upon which this forward-looking information is based are current, reasonable, and complete. However, such forward-looking statements involve estimates, assumptions, judgments, and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements, including but not limited to, the Company’s expectations relating to the Reverse Stock Split and its plans to regain NYSE compliance. Many factors could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Although it is not possible to identify all of these factors, they include, among others, the impact of negative market conditions, including inflation, foreign exchange rate fluctuations, volatility in the financial and credit markets, and future economic uncertainties, particularly in industries in which we are heavily dependent; the impact of the ongoing conflict in Ukraine; the duration and magnitude of accidents, extreme weather, natural disasters, and public health crises (such as COVID-19) and related economic effects; the Company’s liquidity and ability to obtain additional financing; the Company’s ability to execute on its cost management actions, the impact of new or changes to existing governmental laws and regulations and their application, including tariffs requirements; the outcome of tax examinations, changes in tax laws, and other tax matters; foreign currency exchange rate and interest rate fluctuations; the Company’s ability to successfully divest assets on terms that are favorable to the Company; the Company’s ability to repay, refinance or restructure its debt and the debt of certain of its subsidiaries; anticipated or expected purchases or sales of assets; the Company’s continued listing on the New York Stock Exchange; and such known factors as are detailed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including statements regarding the Company’s financial prospects and the implementation of cost saving measures, will occur or that objectives will be achieved and actual results may differ materially from those that are expected. We assume no obligation to publicly update or revise any
forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise, except as may be required by law.
Contact:
Nelson M. Haight
Executive Vice President, Chief Financial Officer
(281) 388-5521
FOR IMMEDIATE RELEASE
Correction to Press Releases Announcing Team, Inc. One-For-Ten Reverse
Stock Split and Completion of One-For-Ten Reverse Stock Split
SUGAR LAND, TX – December 22, 2022 – Team, Inc. (NYSE: TISI) (“TEAM” or the “Company”), a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions, today announced a correction of its prior press releases “Team, Inc. Announces One-For-Ten Reverse Stock Split” issued on December 9, 2022, and its later press release “Team, Inc. Completes One-For-Ten Reverse Stock Split” issued on December 21, 2022. Each press release incorrectly stated that each stockholder that otherwise would receive fractional shares would receive, in lieu of such fractional shares, cash in an amount determined on the basis of the closing price of the Common Stock on the NYSE on December 21, 2022. However, as approved by the Company’s stockholders on November 8, 2022 and consistent with the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on December 21, 2022, each stockholder that otherwise would receive fractional shares will receive, in lieu of such fractional shares, cash in an amount equal to the proceeds attributable to the sale of such fractional interest following the aggregation and sale by Team’s transfer agent of all fractional shares otherwise issuable.
Other than this correction to each press release, there are no other changes to the press releases.
About Team, Inc.
Headquartered in Sugar Land, Texas, Team Inc. (NYSE: TISI) is a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability and operational efficiency for our client’s most critical assets. Through locations in more than 20 countries, we unite the delivery of technological innovation with over a century of progressive, yet proven integrity and reliability management expertise to fuel a better tomorrow. For more information, please visit www.teaminc.com.
Forward Looking Statements
Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. The Company has made reasonable efforts to ensure that the information, assumptions, and beliefs upon which this forward-looking information is based are current, reasonable, and complete. However, such forward-looking statements involve estimates, assumptions, judgments, and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements, including but not limited to, the Company’s expectations relating to the Reverse Stock Split and its plans to regain NYSE compliance. Many factors could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Although it is not possible to identify all of these factors, they include, among others, the impact of negative market conditions, including inflation, foreign exchange rate fluctuations, volatility in the financial and credit markets, and future economic uncertainties, particularly in industries in which we are heavily dependent; the impact of the ongoing conflict in Ukraine; the duration and magnitude of accidents, extreme weather, natural disasters, and public health crises (such as COVID-19) and related economic effects; the Company’s liquidity and ability to obtain additional financing; the Company’s ability to execute on its cost management actions, the impact of new or changes to existing governmental laws and regulations and their application, including tariffs requirements; the outcome of tax examinations, changes in tax laws, and other tax matters; foreign currency exchange rate and interest rate fluctuations; the Company’s ability to successfully divest assets on terms that are favorable to the Company; the Company’s ability to repay, refinance or restructure its debt and the debt of certain of its subsidiaries; anticipated or expected purchases or sales of assets; the Company’s continued listing on the New York Stock Exchange; and such known factors as are detailed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including statement regarding the Company’s financial prospects and the implementation of cost saving measures, will occur or that objectives will be achieved and actual results may differ materially from those that are expected. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise, except as may be required by law.
Contact:
Nelson Haight
Executive Vice President, Chief Financial Officer
(281) 388-5521
FOR IMMEDIATE RELEASE
TEAM, INC. ANNOUNCES ADJUSTMENT TO CONVERSION RATE OF 5.00% CONVERTIBLE SENIOR NOTES
SUGAR LAND, TX – December 22, 2022 – Team, Inc. (NYSE: TISI) (“TEAM” or the “Company”), a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions, today announced that, as a result of the previously announced reverse stock split of the outstanding shares of the Company’s common stock, par value $0.30 per share (the “Common Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”), effective at 5:00 p.m. Eastern Time on December 21, 2022, proportionate adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding warrants, equity awards and convertible securities, as well as the applicable exercise prices. Specifically, as a result of the Reverse Stock Split, pursuant to and in accordance with the indenture governing the Company’s 5.00% Convertible Senior Notes due 2023 (the “Notes”), effective immediately after the opening of business on December 22, 2022, the conversion rate of the Notes was reduced from 46.0829 shares of Common Stock per $1,000 principal amount of Notes to 4.6083 shares of Common Stock per $1,000 principal amount of Notes.
Additional information about the Reverse Stock Split and the related charter amendment can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 19, 2022.
About Team, Inc.
Headquartered in Sugar Land, Texas, Team Inc. (NYSE: TISI) is a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability and operational efficiency for our client’s most critical assets. Through locations in more than 20 countries, we unite the delivery of technological innovation with over a century of progressive, yet proven integrity and reliability management expertise to fuel a better tomorrow. For more information, please visit www.teaminc.com.
Forward Looking Statements
Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. The Company has made reasonable efforts to ensure that the information, assumptions, and beliefs upon which this forward-looking information is based are current, reasonable, and complete. However, such forward-looking statements involve estimates, assumptions, judgments, and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements, including but not limited to, the Company’s expectations relating to the Reverse Stock Split and its plans to regain NYSE compliance. Many factors could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Although it is not possible to identify all of these factors, they include, among others, the impact of negative market conditions, including inflation, foreign exchange rate fluctuations, volatility in the financial and credit markets, and future economic uncertainties, particularly in industries in which we are heavily dependent; the impact of the ongoing conflict in Ukraine; the duration and magnitude of accidents, extreme weather, natural disasters, and public health crises (such as COVID-19) and related economic effects; the Company’s liquidity and ability to obtain additional financing; the Company’s ability to execute on its cost management actions, the impact of new or changes to existing governmental laws and regulations and their application, including tariffs requirements; the outcome of tax examinations, changes in tax laws, and other tax matters; foreign currency exchange rate and interest rate fluctuations; the Company’s ability to successfully divest assets on terms that are favorable to the Company; the Company’s ability to repay, refinance or restructure its debt and the debt of certain of its subsidiaries; anticipated or expected purchases or sales of assets; the Company’s continued listing on the New York Stock Exchange; and such known factors as are detailed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including statement regarding the Company’s financial prospects and the implementation of cost saving measures, will occur or that objectives will be achieved and actual results may differ materially from those that are expected. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise, except as may be required by law.
Contact:
Nelson Haight
Executive Vice President, Chief Financial Officer
(281) 388-5521
