December 9, 2022false000031883300003188332022-12-092022-12-09
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 9, 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 |
On December 9, 2022, Team, Inc. (the “Company”) issued a press release announcing that the board of directors of the Company has approved a 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”). The Reverse Stock Split is anticipated to be effective at approximately 5:00 p.m. Eastern Time on December 21, 2022 (the “Effective Time”). At the Effective Time, every ten issued and outstanding shares of Common Stock will be converted into one share of Common Stock, with a proportionate reduction in the Company’s authorized shares of Common Stock. The par value of each share of Common Stock will remain unchanged. The shares are expected to begin trading on a split-adjusted basis at market open on December 22, 2022. Trading in the Common Stock will continue on the NYSE under the symbol “TISI” but the security will be assigned a new CUSIP number.
No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that otherwise would receive fractional shares will be entitled to 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 will apply to all of the outstanding shares of Common Stock as of the Effective Time. Stockholders of record will be receiving information from Computershare Trust Company, N.A. (“Computershare”), the Company’s transfer agent, regarding their stock ownership following the Reverse Stock Split and cash in lieu of fractional share payments, if applicable. Stockholders who hold their shares in brokerage accounts or in “street name” are not required to take any action in connection with the Reverse Stock Split.
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Item 7.01 | Regulation FD Disclosure |
A copy of the press release announcing the Reverse Stock Split is attached as Exhibit 99.1 hereto 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 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. The following exhibit is furnished as part of Item 5.02 of this Current Report on Form 8-K: |
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| Exhibit number | | Description |
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| 99.1 | | |
| 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 9, 2022