-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D/1FdTy3dEaHbyt/xQsKMinST4qEbF6TLq0l6E0USu1H08B+9ujaXjSjMD+WGNwu 8JgfPqx4wAlkizNsPvhvpg== 0000950129-01-504291.txt : 20020412 0000950129-01-504291.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950129-01-504291 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011128 EFFECTIVENESS DATE: 20011128 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74070 FILM NUMBER: 1800873 BUSINESS ADDRESS: STREET 1: 200 HERMANN DRIVE CITY: ALVIN STATE: TX ZIP: 77056 BUSINESS PHONE: 2813316154 MAIL ADDRESS: STREET 1: 1019 SOUTH HOOD STREET CITY: ALVIN STATE: TX ZIP: 77551 S-8 1 h92581s-8.txt TEAM INC - 1998 INCENTIVE STOCK OPTION PLAN As Filed with the Securities and Exchange Commission on November 28, 2001 Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEAM, INC. (Exact name of registrant as specified in its charter) 200 Hermann Drive Alvin, Texas 77511 (281) 331-6154 (Address and telephone number of principal executive office) Texas 74-1765729 (State of Incorporation) (I.R.S. Employer Identification Number) TEAM, INC. 1998 INCENTIVE STOCK OPTION PLAN (Full Title of the Plan) ---------------------------------------- Ted W. Owen Vice President, Chief Financial Officer, Secretary and Treasurer TEAM, INC. 200 Hermann Drive Alvin, Texas 77511 (281) 331-6154 (Name, address and telephone number of agent for service) Copy to: CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN Attention: Byron L. Willeford 1200 Smith Street, Suite 1400 Houston, Texas 77002 ----------------------------------------- CALCULATION OF REGISTRATION FEE
=============================================================================================================== Number of Proposed Proposed Title of shares maximum maximum Amount of securities being being offering price aggregate registration registered registered per share (1) offering price fee - --------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.30 per share 500,000 $5.70 $2,850,000 $712.50 ===============================================================================================================
(1) Estimated solely to determine the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 based on stock option exercise price and market price on November 26, 2001 as reported on the American Stock Exchange. INCORPORATION BY REFERENCE OF CONTENTS OF PRIOR S-8 REGISTRATION STATEMENTs The contents of registrant's prior Registration Statement on Form S-8, Registration No. 333-72331, registering shares of registrant's common stock underlying options to purchase such common stock under the Team, Inc. 1998 Incentive Stock Option Plan, are incorporated herein by reference. INDEX OF EXHIBITS 5 Opinion of Chamberlain, Hrdlicka, White, Williams & Martin. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Chamberlain, Hrdlicka, White, Williams & Martin is included in Exhibit 5 hereto. 99(a) Amendment of November 3, 1998 to Team, Inc. 1998 Incentive Stock Option Plan. 2. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Alvin, Texas, effective November 26, 2001. TEAM, INC. By: /s/ PHILIP J. HAWK ----------------------------------- Philip J. Hawk Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature Title Date --------- ----- ---- /s/ PHILIP J. HAWK Chairman of the Board November 26, 2001 - --------------------------------------- and Chief Executive Philip J. Hawk Officer (Principal Executive Officer) /s/ TED W. OWEN Vice President, Chief November 26, 2001 - --------------------------------------- Financial Officer, Ted W. Owen Secretary and Treasurer (Principal Financial and Accounting Officer) /s/ GEORGE W. HARRISON Director November 26, 2001 - --------------------------------------- George W. Harrison /s/ SIDNEY B. WILLIAMS Director November 26, 2001 - --------------------------------------- Sidney B. Williams /s/ E. THEODORE LABORDE Director November 26, 2001 - --------------------------------------- E. Theodore Laborde
3. INDEX OF EXHIBITS 5 Opinion of Chamberlain, Hrdlicka, White, Williams & Martin. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Chamberlain, Hrdlicka, White, Williams & Martin is included in Exhibit 5 hereto. 99(a) Amendment of November 3, 1998 to Team, Inc. 1998 Incentive Stock Option Plan. EX-5 3 h92581ex5.txt OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS EXHIBIT 5 OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN [CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN LETTERHEAD] November 26, 2001 Team, Inc. 200 Hermann Drive Alvin, Texas 77511 Gentlemen: You have requested that we furnish to you our legal opinion with respect to the legality of 500,000 shares of common stock, par value $0.30 per share, of Team, Inc. (the "Company") covered by a Form S-8 Registration Statement filed with the Securities and Exchange Commission by the Company near the date hereof, for the purpose of registering the above common stock under the Securities Act of 1933. The above shares of common stock are subject to issuance pursuant to the exercise of stock purchase options by certain employees of the Company acquired pursuant to the Team, Inc. 1998 Incentive Stock Option Plan ("Plan"). We are furnishing in this letter our legal opinion concerning the above. In connection with this opinion, we have examined the Articles of Incorporation, as amended, and Bylaws, as amended, of the Company, the Plan, applicable Board of Directors resolutions of the Company, the above Registration Statement, the applicable statutes of the State of Texas, and such other documents and records which we deemed relevant in order to render this opinion. Based upon the foregoing, it is our opinion that: 1. The Company was duly and validly organized and is validly existing in good standing as a corporation under the laws of the State of Texas. 2. When sold and issued in accordance with the Plan and the above Registration Statement and Prospectus thereunder, the above 500,000 shares of the Company's common stock will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the above Registration Statement and to the use of our name wherever it appears therein. Very truly yours, CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN, P.C. /s/ BYRON L. WILLEFORD By: Byron L. Willeford EX-23.A 4 h92581ex23-a.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23(a) CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of Team, Inc. on Form S-8 of our report dated July 12, 2001, appearing in the Annual Report on Form 10-K of Team, Inc. for the year ended May 31, 2001. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Houston, Texas November 26, 2001 EX-99.A 5 h92581ex99-a.txt AMENDMENT TO 1998 INCENTIVE STOCK OPTION PLAN EXHIBIT 99(a) AMENDMENT OF NOVEMBER 3, 1998 TO TEAM, INC. 1998 INCENTIVE STOCK OPTION PLAN AMENDMENT EFFECTIVE AS OF NOVEMBER 3, 1998 TO TEAM, INC. 1998 INCENTIVE STOCK OPTION PLAN WHEREAS, the Board of Directors of Team, Inc. during a meeting held on September 1, 1999, adopted a resolution amending the Team, Inc. 1998 Incentive Stock Option Plan ("Plan") effective as of November 3, 1998, to increase the maximum number of shares which may be offered pursuant to the Plan from 500,000 to 1,000,000. NOW, THEREFORE, by order of the Board of Directors, Paragraph 4 of the Plan has been amended to read in its entirety as follows: "4. Common Stock Subject to Options. The aggregate number of shares of the Company's Common Stock which may be issued upon exercise of Options granted under the Plan shall not exceed 1,000,000, subject to adjustment under the provisions of Paragraph 7. The shares of Common Stock to be issued upon the exercise of Options may be authorized but unissued shares, shares issued and reacquired by the Company or shares bought on the market for the purposes of the Plan. In the event any Option shall, for any reason, terminate or expire or be surrendered without having been exercised in full, the shares subject to such Option but not purchased thereunder shall again be available for Options to be granted under the Plan." EFFECTIVE as of November 3, 1998. -----END PRIVACY-ENHANCED MESSAGE-----