-----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, KWTxUnHRhddUGpov1S6Y8P2qmeww0ImrFK8KOsgv140Dqr1kX3YKXG6F6OkcuKji 6+FwGowIC9PpBqz/VtV69w== 0001157523-05-010518.txt : 20051201 0001157523-05-010518.hdr.sgml : 20051201 20051201094827 ACCESSION NUMBER: 0001157523-05-010518 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051130 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051201 DATE AS OF CHANGE: 20051201 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: 051236098 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 a5030895.txt TEAM, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 30, 2005 ------------------------------- Team, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Texas 001-08604 74-1765729 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 200 Hermann Drive, Alvin, Texas 77512 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code: (281) 331-6154 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate line below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events ------------ On November 30, 2005, Team issued a press release announcing that it had sold Climax Portable Machine Tools, Inc., its equipment sales and rental segment to an affiliate of Horizon Partners Ltd. for approximately $14.5 million in cash. The press release is attached as an exhibit hereto and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. ---------------------------------- (c) Exhibits 99.1 Press Release dated November 30, 2005 2 SIGNATURES 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 hereunto duly authorized. Team, Inc. By: /s/ Gregory T. Sangalis ---------------------------------- Name: Gregory T. Sangalis Title: Senior Vice President - Law & Administration Date: November 30, 2005 3 Exhibit Index ------------- Exhibit Number Description --------------- ----------- 99.1 Press Release Nov. 30, 2005 4 EX-99.1 2 a5030895ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Team, Inc. Announces Sale of Climax Portable Machine Tools, Inc. ALVIN, Texas--(BUSINESS WIRE)--Nov. 30, 2005--Team, Inc. (AMEX:TMI) announced that the company has sold Climax Portable Machine Tools, Inc. effective today to an affiliate of Horizon Partners Ltd. for approximately $14.5 million in cash. Climax is Team's equipment sale and rental business segment. The proceeds, which are subject to various working capital adjustments, will be used to reduce Team's outstanding debt. The sale will result in a net after tax gain for Team of about $0.05 per share. "Climax is an excellent company with attractive growth prospects. However, it is outside of Team's strategic focus on industrial services and represents less than 10 percent of Team's overall revenues," said Phil Hawk, Chairman and CEO. "With the sale, Team receives an attractive value for the business and simplifies its overall business focus," reported Hawk. The sale of the business will not change the company's overall earnings expectations or its earnings guidance of $1.15 to $1.30 per share for its fiscal year 2006 ending May 31, 2006. Headquartered in Milwaukee, WI, and Naples, FL, Horizon Partners is a private investment holding company which acquires and builds companies. The Company is the leading independent processor of peanuts in the United States; the largest manufacturer of membrane switches in North America; and a producer of nonwoven fabrics for the filtration, medical, and pipe repair markets. Horizon employs over 800 people in the United States, UK, China, and Vietnam. 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, field valve repair, NDE inspection and field heat treating. 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. Team's inspection services also serve the aerospace and automotive industries. Headquartered in Alvin, Texas, the Company operates in over 50 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." Certain 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 the 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 the forward-looking statements contained herein will occur or that objectives will be achieved. CONTACT: Team, Inc., Alvin Philip J. Hawk, 281-331-6154 Ted W. Owen, 281-331-6154 -----END PRIVACY-ENHANCED MESSAGE-----