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): July 22, 2008

TEAM, Inc.

(Exact Name of Registrant as Specified in Charter)

Texas	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))

Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

The Company has notified its employees that, due to the transitioning of the record keeping services for the Company’s 401(k) plan (the “Plan”), it is necessary for there to be a temporary blackout period in the Plan. During the temporary blackout period, the Company will suspend the ability of participants in the Plan to direct or diversify assets in such accounts, obtain a loan from the Plan or obtain a distribution while the Company and the new record-keeper complete the set-up of the new system to manage the Plan.

Consequently, for purposes of this Current Report on Form 8-K, and pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR, the Company’s executive officers and directors will be subject to a blackout, as described below. Pursuant to Rule 104 of Regulation BTR, the Company provided notice of the blackout period to its executive officers and directors on July 22, 2008. A copy of the blackout notice is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The blackout period is expected to begin on August 22, 2008 and to continue through the week ending October 20, 2008 (the “Blackout Period”). During the Blackout Period, all participants in the Plan, including executive officers, will be precluded from directing or diversifying assets in Plan accounts, obtaining a loan from the Plan or obtaining a distribution. As a result of the Blackout Period under the Plan, executive officers and directors will also be prohibited pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR from directly or indirectly purchasing, selling or otherwise acquiring, any shares of the Company’s common stock or any derivative security tied to the value of the Company’s common stock, while the blackout period remains in effect. The prohibition covers any acquisition of the Company’s common stock or related derivative security in connection with the covered individual’s service or employment with the Company or any sale of the Company’s common stock which the executive officer or director acquired in connection with his or her service in such capacity.

During the Blackout Period and for two years after the end date thereof, any questions concerning the Blackout Period or the transactions affected by the Blackout Period, including the beginning and ending dates of the Blackout Period should be addressed to: André C. Bouchard, Senior Vice President, General Counsel and Secretary, 200 Hermann Drive, Alvin, Texas 77511 or by phone at (281) 388-5561.

A copy of the notice is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) The following exhibit is filed with this Form 8-K:

Exhibit No.	Description
99.1	Notice of Blackout Period to Directors and Executive Officers of Team, Inc. dated July 22, 2008

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/ Andre C. Bouchard

Andre C. Bouchard

Senior Vice President, General Counsel

and Secretary

Dated: July 22, 2008

EX-99.1

Exhibit 99.1

Memorandum

To: Members of the Board of Directors and Executive Officers of Team, Inc.

From: Andre C. “Butch” Bouchard, Senior Vice President, General Counsel & Secretary

Date: July 22, 2008

Re: Team, Inc. Special Blackout Period Notice

As a director or executive officer of Team, Inc. (“Team”) you are subject to Section 306(a) of the Sarbanes-Oxley Act of 2002, which prohibits certain securities transactions during pension plan blackout periods. This memorandum is to notify you of an impending blackout period in connection with a planned change in the record keeper for the Team, Inc. Salary Deferral Plan (the “401(k) Plan”). The equity security subject to the blackout period is Team common stock.

DURING THE BLACKOUT PERIOD, YOU ARE PROHIBITED FROM PURCHASING, SELLING, OR OTHERWISE ACQUIRING OR TRANSFERRING TEAM COMMON STOCK OR ITS DERIVATIVES, INCLUDING STOCK OPTIONS. THIS PROHIBITION APPLIES TO ANY DIRECT OR INDIRECT PECUNIARY INTEREST YOU MAY HAVE IN SUCH SECURITIES, SUCH AS TEAM COMMON STOCK HELD BY IMMEDIATE FAMILY MEMBERS LIVING WITH YOU, IN TRUST, OR BY CONTROLLED PARTNERSHIPS OR CORPORATIONS. THIS PROHIBITION ALSO APPLIES WITHOUT REGARD TO WHETHER YOU PARTICIPATE IN THE 401(K) PLAN OR YOUR TRANSACTIONS ARE INSIDE THE 401(K) PLAN.

All Team stock held by you will be presumed to be acquired in connection with your service as a director or executive officer, unless you can establish by specific identification that the transaction was not of stock acquired in connection with your service. The SEC’s rules provide a limited number of exemptions from the trading restriction. If you would like more information regarding these exemptions, please contact me.

Upon termination of the blackout period, you will be permitted to resume transactions in Team stock subject to the Team Insider Trading Policy (the “Policy”). Please be advised that you are still subject to regular blackout periods as imposed under the Policy in correlation with quarterly and annual earnings releases, as well as “special” blackout periods imposed periodically, as appropriate.

Please note the following information regarding the upcoming blackout period:

• During the blackout period, participants in the 401(k) Plan will be temporarily unable to direct or diversify the assets held in their 401(k) Plan accounts, obtain a loan under the 401(k) Plan, or obtain a distribution from the 401(k) Plan.

• The blackout period is expected to commence on Friday, August 22, 2008 and is expected to end on or before October 20, 2008.

On July 18, 2008, a notice regarding the blackout period was sent to all current 401(k) Plan participants and affected parties, a copy of which is attached.

While we anticipate a smooth transition, you will be notified in the unlikely event that an extension is needed. Please contact me directly with any questions you may have regarding this notice.

If you have questions regarding this notice, please contact me at (281) 388-5561 or via email at butch.bouchard@teaminc.com.

Attachment

July 18, 2008

Important Notice Concerning Your Rights under the Team, Inc Salary Deferral Plan and Trust

Dear Team, Inc. Salary Deferral Plan and Trust Participant:

Team is pleased to announce changes to its 401k, the Team, Inc Salary Deferral Plan and Trust (our “Plan”). Over the next few months, we will be transitioning our investment, trustee, and recordkeeping services from USI Consulting Group to Fidelity Investments^. We believe that Fidelity Investments is the largest provider of workplace retirement savings plans in the United States, and that these changes will offer you increased flexibility and greater convenience when managing your Plan account.

During the transition there will be a period of time when you will be unable to access your Plan account to direct or diversify your investments, obtain a loan from the Plan, or obtain a distribution from the Plan. This period of time is called a “Blackout Period” and it will begin on Friday, August 22, 2008 and end on or before October 20, 2008. Therefore, any investment changes, loan requests or distribution requests must be initiated with USI on or before August 22, 2008 in order to be processed prior to the Blackout Period. Please carefully consider how this Blackout Period may affect your personal financial planning.

As noted above, during the transition, you will be unable to direct or diversify the assets held in your Plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the Blackout Period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all of your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you would not be able to direct the sale of such stocks from your account during the Blackout Period.

As the Plan accounts are transitioned to the Fidelity recordkeeping system, the Plan’s existing investment options will be replaced by investment options offered by Fidelity and will be based upon the fund mapping schedule, (see attached, Replacement Investment Options). “Fund mapping” is a transfer from the existing investment option to a replacement option of similar investment style. Prior to this Blackout Period you may change your investment elections with USI if you want your investments to map to Fidelity differently than your current elections. However, unless you make a change on or before August 22, 2008, your fund balances and investment direction selections will automatically be transferred to the new investment options during the Blackout Period.

Payroll contributions during the Blackout Period will continue to be invested, without interruption, in your account with Fidelity.

Team is committed to delivering a competitive and flexible retirement program. Please watch for more details on the Plan changes in the coming weeks. If you have any questions concerning the Blackout Period described in this notice, please contact Patty Dunn at 281-388-5539 or in writing to Team Industrial Services, 200 Hermann Drive, Alvin, TX 77511.