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.