0001193125-22-025949.txt : 20220202 0001193125-22-025949.hdr.sgml : 20220202 20220202172832 ACCESSION NUMBER: 0001193125-22-025949 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220202 DATE AS OF CHANGE: 20220202 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08604 FILM NUMBER: 22584966 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-A12B 1 d296928d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

TEAM, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   74-1765729

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

13131 Dairy Ashford, Suite 600, Sugar Land, Texas   77478
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (281) 331-6154

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Preferred Stock Purchase Rights   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement file number to which this form relates: (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

 

 

 

Item 1.

Description of Registrant’s Securities to be Registered.

The Board of Directors (the “Board”) of Team, Inc. (the “Company”) has taken actions to facilitate the Company’s ability to preserve its net operating losses and certain other tax attributes. In connection therewith, the Board declared a dividend of one preferred share purchase right (a “Right”), February 14, 2022, for each share of common stock, par value $0.30 per share, of the Company outstanding on February 14, 2022 (the “Record Date”) to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Section 382 Rights Agreement (the “Rights Agreement”), dated as of February 2, 2022, between the Company and Computershare Trust Company, N.A., as rights agent.

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $100.00 per share, of the Company (the “Preferred Shares”) at a price of $7.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment.

The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is incorporated herein by reference to the description set forth under Items 1.01 and 5.03 of the Company’s Current Report on Form 8-K filed on February 2, 2022 and is qualified in its entirety by reference to the full text of the Rights Agreement.

 

Item 2.

Exhibits.

 

Exhibit
No.		   

Description of Exhibit

  3.1    Certificate of Designations of Series A Preferred Stock of Team, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 2, 2022).
  4.1    Section 382 Rights Agreement, dated as of February  2, 2022, between Team, Inc. and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 2, 2022).
99.1    Press Release dated February 1, 2022 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 2, 2022).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

TEAM, INC.
By:  

/s/ André C. Bouchard

  Name:   André C. Bouchard
  Title:   Executive Vice President, Chief Legal Officer and Secretary

Date: February 2, 2022