-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, sW44H0gIieYqn6UIraJ8kRHM2eNbBLnoO5Xv0Fj/FA66N/jKt57NshMUWNT1M1/V GgDmcuRObX0RRRUGO/SJ/w== 0000890566-95-000539.txt : 19950830 0000890566-95-000539.hdr.sgml : 19950830 ACCESSION NUMBER: 0000890566-95-000539 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19950829 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM INC CENTRAL INDEX KEY: 0000318833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 741765729 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09950 FILM NUMBER: 95568334 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 4656 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136593600 NT 10-K 1 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM NT 10-K FORM 12B-25 NOTIFICATION OF LATE FILING Commission File Number 1-8604 (Check one) [X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For period ended MAY 31, 1995 [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] Transition Report on Form N-SAR For the transition period ended __________________________________________ READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the modification relates: PART I REGISTRANT INFORMATION Full name of registrant TEAM, INC. Former name, if applicable _______________________________________________ _______________________________________________________________________________ Address of principal executive office (STREET AND NUMBER) 1001 FANNIN STREET, SUITE 4656 City, State and Zip Code HOUSTON, TEXAS 77002 -1- PART II RULE 12B-25 (B) AND (C) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12-b-25 (b), the following should be completed. (Check appropriate box). [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25 (c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed). Effective August 25, 1995, Mr. H. Wesley Hall ceased to serve as Chairman, President and Chief Executive Officer of the Company. Pursuant to Section 10.01(k) of the Amended and Restated Credit Agreement between Texas Commerce Bank, N.A. and the Company dated August 24, 1995 (the "Agreement"), it is an event of default under the Agreement if Mr. Hall ceases to hold a senior managerial position with the Company. To date, the Company's senior lender, Texas Commerce Bank, N.A., has granted the Company a thirty (30) day waiver of the default. Although the Company has requested an unconditional waiver of the default, until such waiver is obtained, the Company must restate certain financial information appearing in the Form 10-K. Such restatement cannot be completed by the due date of the Form 10-K without unreasonable effort or expense. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. JOHN M. SLACK (713) 659-3600 (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No -2- If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. In large part due to a one time write down of assets of $4.1 million, net of income taxes, recorded in the second quarter, the loss from continuing operations net of income tax benefit was $5.4 million in fiscal 1995 compared to earnings of $0.4 million in fiscal 1994. The Company recorded a net operating loss on its discontinued transportation segment of $0.5 million in fiscal 1995, and recognized a loss on the sales of discontinued operations, net of income taxes, of $13,000. This resulted in a net loss for the year of $6.0 million, compared to a net loss of $319,000 in the prior year. The loss for fiscal 1995 has been previously announced in the Company's earnings release dated August 8, 1995. TEAM, INC. (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 28, 1995 By: \s\ JOHN M. SLACK John M. Slack, Vice President and Chief Financial Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----