-----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, EZwAJ+K6KSNiR4MDnaVhjhF95LUj9njEAhXcxJODVucvHxPJQm7kV9gMeb7N3RNs 0WEQSLDXB8Bx+zV092euag== 0001157523-04-002961.txt : 20040402 0001157523-04-002961.hdr.sgml : 20040402 20040402091815 ACCESSION NUMBER: 0001157523-04-002961 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040402 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040402 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08604 FILM NUMBER: 04711371 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 8-K 1 a4607860.txt TEAM, INC. 8-K 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: April 2, 2004) TEAM, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Texas 0-9950 74-1765729 - ---------- ---------- -------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 200 Hermann Drive Alvin, Texas 77511 (Address of principal executive offices and zip code) Registrant's telephone number, including area code (281) 331-6154 --------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On April 2, 2004, the Registrant disseminated a Press Release announcing it has signed a definitive agreement to purchase Thermal Solutions, Inc., a privately-held provider of field heat treating services. The acquisition is expected to be completed before May 31, 2004. The information contained in the Press Release dated April 2, 2004 is incorporated herein by reference and attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 The Registrant's Press Release dated April 2, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TEAM, INC. By: /s/ Ted W. Owen ----------------------------- Ted W. Owen Senior Vice President - Finance and Administration Date: April 2, 2004 EX-99.1 3 a4607860ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Team Inc. Announces Agreement to Purchase Field Heat Treating Company ALVIN, Texas--(BUSINESS WIRE)--April 2, 2004--Team Inc. (AMEX:TMI) announced today that it has signed an agreement to purchase the outstanding capital stock of Thermal Solutions Inc. (TSI), one of the leading providers of field heat treating services in the U.S. for approximately $10.5 million. The transaction, which is subject to customary due diligence and various approvals, is expected to close during the fourth quarter of Team's fiscal year ending May 31, 2004. In calendar 2003, TSI had revenues of about $15 million. The purchase consideration will be approximately 70% cash and 30% TMI common stock. "We are very pleased that Thermal Solutions and its outstanding organization will be joining the Team industrial service network," said Phil Hawk, Team's chairman and CEO. "Field heat treating is a natural complement to Team's current portfolio of industrial services. This addition expands the breadth of our service opportunity with current customers and provides additional market presence to Team in several specific customer and geographic areas." TSI has grown rapidly since its founding in 1997 and now has about a 12% share in this $130 million domestic market. TSI, a privately-held company headquartered in Denver, currently operates from 14 branch offices, with greater concentration in the western U.S. "We believe that Team's resources will enable TSI to continue to grow at a sustained or even accelerated growth rate," said Hawk. Team's information and financial systems will support continued expansion of the network, enabling the experienced TSI management team to remain focused on business development and outstanding field service. Access to Team's network of 40 branch service locations and its extensive commercial presence throughout the U.S. will also create new growth opportunities for this business. Thermal Solutions' entire management group is expected to join Team. The management of Team Inc. will host a conference call today, April 2, 2004, at 2:00 p.m. Eastern Time (1:00 p.m. Central) to discuss the TSI acquisition. The call will be broadcast over the Web by VCALL and can be accessed on Team's Web site, www.teamindustrialservices.com. Individuals wishing to participate in the conference call by phone can dial 888-896-0862 and ask to join the "Team IR" call. Team Inc. is a professional, full-service provider of specialty industrial services. Team's current industrial service offering encompasses on-stream leak repair, hot tapping, fugitive emissions monitoring, field machining, technical bolting, NDT inspection, and field valve repair. All these services are required in maintaining high temperature, high pressure piping systems and vessels utilized extensively in the refining, petrochemical, power, pipeline, and other heavy industries. Headquartered in Alvin, Texas, the Company operates in over 40 customer service locations throughout the United States. The Company also serves the international market through both its own international subsidiaries as well as through licensed arrangements in 14 countries. Team Inc. common stock is traded on the American Stock Exchange under the ticker symbol "TMI". Any forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act. Such information is subject to certain assumptions and beliefs based on current information known to the Company and is subject to factors that could result in actual results differing materially from those anticipated in any forward-looking statements contained herein. Such factors include domestic and international economic activity, interest rates, and market conditions for the Company's customers, regulatory changes and legal proceedings, and the Company's successful implementation of its internal operating plans. Accordingly, there can be no assurance that any forward-looking statements contained herein will occur or that objectives will be achieved. For additional information, contact Philip J. Hawk or Ted W. Owen at 281-331-6154. CONTACT: Team Inc., Alvin Ted W. Owen, 281-331-6154 -----END PRIVACY-ENHANCED MESSAGE-----