0001171843-12-003660.txt : 20121017 0001171843-12-003660.hdr.sgml : 20121017 20121017110352 ACCESSION NUMBER: 0001171843-12-003660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121017 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20121017 DATE AS OF CHANGE: 20121017 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: 121147544 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 f8k_101712.htm FORM 8-K f8k_101712.htm
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): October 17, 2012
 
TEAM, Inc.
(Exact Name of Registrant as Specified in Charter)
 
         
Delaware
  
001-08604
  
74-1765729
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
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
 
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 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
The Compensation Committee (“Compensation Committee”) of the Board of Directors of Team, Inc. (the “Company”) approved equity awards to certain officers of the Company pursuant to the Company’s 2006 Stock Incentive Plan, as amended and restated (the “Plan”), that were awarded on October 15, 2012.  The equity awards issued to Named Executive Officers (as set forth in the Company’s proxy statement) were as follows:
     
Name
  
Performance–Based
Restricted Stock Units
 (# of RSUs)
     
Philip J. Hawk
 
19,003
     
Name
  
Restricted Stock Units
(# of RSUs)
     
Ted W. Owen
  
7,054
     
Peter W. Wallace
  
7,054
     
Arthur F. Victorson
  
6,021
     
David C. Palmore
  
5,565
     

Under the terms of the performance-based stock unit award, Mr. Hawk will be awarded performance stock units designated as the number of stock units that may be paid out in shares of Company common stock if the Company achieves the annual performance goal(s) over the performance cycle(s) established by the Committee.  Upon achievement of the annual performance goal(s) and the passage of the time vesting requirement, the restrictions on the award to Mr. Hawk will expire in equal annual installments on the first, second, third, fourth, and, if necessary, fifth anniversaries of the Grant Date, unless earlier terminated in accordance with the Plan. In the event an annual performance goal(s) is not achieved within the stated performance cycle(s), the performance goal(s) may be achieved in subsequent performance cycles upon achievement of the cumulative performance goal established by the Committee. Until Company common stock is issued in settlement of the stock units, the grantee will not be deemed for any purpose to be, or have rights as, a Company shareholder.  In the event of a Change of Control (as such term is defined in the Performance-Based Stock Unit Agreement and the Plan) of the Company or in the event of Mr. Hawk’s death, any outstanding performance-based stock units will be accelerated and paid out in Company common stock.
 
The stock units awarded to Messrs. Owen, Palmore, Victorson and Wallace permit each of them to receive, on predetermined dates upon expiration of applicable restrictions, shares in an amount equal to a specified number of shares of Team common stock.  The restrictions on the awards will expire in equal annual installments on the first, second, third and fourth anniversaries of the Grant Date, unless earlier terminated in accordance with the Plan. Until Company common stock is issued in settlement of the stock units, the grantee will not be deemed for any purpose to be, or have rights as, a Company shareholder.  In the event of a Change of Control (as such term is defined in the Stock Unit Agreement and the Plan) of the Company or in the event of a participant’s death, any outstanding stock units will be accelerated and paid out in Company common stock.
 
Grants of performance-based restricted stock units and restricted stock units were made pursuant to the Form of Stock Unit Agreement and Form of Performance-Based Stock Unit Agreement, which were filed as Exhibit 99.1 to Team’s Current Report on Form 8-K filed on October 17, 2008 and incorporated herein by reference.
 
 
 
 

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 thereunto duly authorized.

   
 
Team, Inc.
 
(Registrant)
 
Date: October 17, 2012
 
By:
 
/s/ André C. Bouchard
 
André C. Bouchard
 
Senior Vice President – Administration, General
Counsel and Secretary