-----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, Wu4KofCcih26fHQRW0CNqvPxwV2I8eESDBm/crKpnsoWDGT3vE6pCFPdH4rp5rBE IrGC0ZB09LUZV/vYs/944A== 0001144204-06-037156.txt : 20060906 0001144204-06-037156.hdr.sgml : 20060906 20060906131622 ACCESSION NUMBER: 0001144204-06-037156 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060906 DATE AS OF CHANGE: 20060906 EFFECTIVENESS DATE: 20060906 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08604 FILM NUMBER: 061076102 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 DEFA14A 1 v052193_defa14a.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant x
Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
x Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-12

TEAM, INC.
 (Name of Registrant as Specified In Its Charter)

 
 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x
No fee required.
 
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

 
(1)
Title of each class of securities to which transaction applies:
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
(3)
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(4)
Proposed maximum aggregate value of transaction:
 
 
(5)
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o
Fee paid previously with preliminary materials.

o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid: 
     
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EMAIL TEXT [TO INSTITUTIONAL HOLDERS]

Dear ___________,
 
We wanted to let you know that our proxy was filed recently with the SEC and is in the process of being mailed to shareholders. Our annual shareholders’ meeting will be Thursday, September 28, 2006.

A significant matter to be voted on this year is the approval of a consolidation of Team’s employee equity plans, which includes an increase in the number of authorized shares under the plan of 750,000 shares (9% of outstanding shares). This is a very important management initiative that needs your support.

Attached is a summary of the proposal along with management’s rationale for your consideration. Obviously, this summary is not a substitute for reading the proxy itself, but we hope that it concisely captures the essence and importance of this proposal. I will be contacting you in the next week to answer any questions you may have.
 
Thanking you in advance for your support, 
 
 
Phil Hawk, Chairman and CEO 


Team Stock Plan Summary
Team, Inc. Proposal for Annual Shareholder Meeting, September 28, 2006

Summary of Stock Plan Proposal (requires Shareholder approval):

·  
Consolidates all existing employee plans into single omnibus plan
·  
Greater flexibility by expanding range of equity instruments available to Compensation Committee (current primary plan is oriented to ISO stock options)
·  
Expand authorized shares available to be issued by 750,000 or 8.6% of outstanding

Compensation Committee Intentions Relative to Stock Option Plan Administration

·  
Shift emphasis to non-qualified options (with better tax features for the Company under 123(R))
·  
Add other features to stock option awards (e.g. “bad-boy” provision, non-compete provision)
·  
Maintain average annual “burn rate” at or below 3% level for all employee options including future requirements under CEO employment agreement
·  
No repricing of existing options

Key Rationale for Plan and Plan Changes

·  
Stock options represent sole long-term compensation plan available to Team managers (no pension plan, no SERPs, no deferred compensation plans, limited perquisites).
·  
Approximately 110 managers currently participate in plan. Top 25 managers receive options annually.
·  
Equity aligns manager incentives with those of shareholders (long term share price appreciation).
·  
The strong historical performance of the Company merits continued support of existing compensation programs including the use of equity plans.
o  
Average annual return to shareholders over past seven years = 35+%
o  
Average annual growth in fully diluted EPS over past seven years = 50+%
·  
3% target annual ”burn rate” reflects comparable policies with historical levels and is within ISS guidelines for our business segment
o  
Employee options in last three years (approximately 1 million shares - 4.0%) reflect doubling size of the Company via acquisition with initial grants to large number of new managers.
o  
ISS maximum “general” guideline for the Russell 3000 in the Commercial Services and Supplies sector is 4.33%
 
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