f8k_102513.htm

0001171843-13-004177.txt : 20131025 0001171843-13-004177.hdr.sgml : 20131025 20131025152407 ACCESSION NUMBER: 0001171843-13-004177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131025 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131025 DATE AS OF CHANGE: 20131025 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: 131170701 BUSINESS ADDRESS: STREET 1: 13131 DAIRY ASHFORD STREET 2: SUITE 600 CITY: SUGAR LAND STATE: TX ZIP: 77478 BUSINESS PHONE: 2813316154 MAIL ADDRESS: STREET 1: 13131 DAIRY ASHFORD STREET 2: SUITE 600 CITY: SUGAR LAND STATE: TX ZIP: 77478 8-K 1 f8k_102513.htm FORM 8-K f8k_102513.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 25, 2013

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.)

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

(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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 26, 2013, the stockholders of Team, Inc. (the “Company”) at the annual meeting of stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the number of shares of the Company’s Common Stock, par value $0.30, that the Company is authorized to issue from 30,000,000 to 60,000,000 shares.

Previously, the Board of Directors of the Company approved the Amendment and directed that the Amendment be submitted for stockholder approval.

On October 24, 2013, following the stockholders meeting, the Amendment was filed with the Secretary of State of Delaware.

ITEM 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc., dated October 24, 2013

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/ André C. Bouchard
		André C. Bouchard
		Senior Vice President – Administration, General Counsel and Secretary

Dated: October 25, 2013

EX-3.1 2 exh_31.htm EXHIBIT 3.1 exh_31.htm

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TEAM, INC.

Team, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation's Amended and Restated Certificate of Incorporation filed with the Secretary of State on November 29, 2011 (the “Certificate of Incorporation”).

2. Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has duly adopted, and a majority of the outstanding stock entitled to vote thereon has duly approved, the amendment to the Certificate of Incorporation set forth in this Certificate of Amendment.

3. That the first sentence of Article IV of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

The aggregate number of shares which the corporation shall have the authority to issue is 60,500,000 shares, of which 60,000,000 shares shall be common shares, par value $0.30 each (“Common Stock”) and of which 500,000 shares shall be preferred shares, par value $100.00 each (“Preferred Stock”), issuable in series.

4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by André C. Bouchard, its Senior Vice President, Administration, General Counsel & Secretary, this 24th day of October, 2013.

	By:
	Name:	André C. Bouchard
	Title:	Senior Vice President, Administration, General Counsel & Secretary