Unassociated Document
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE TO
(Amendment No. 2)
(Rule 14d-100)
 
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
TechTeam Global, Inc.
(Name of Subject Company (Issuer))
 
Platinum Merger Sub, Inc.
(Offeror)
 
a wholly-owned subsidiary of
 
Stefanini International Holdings Ltd
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)

878311109
(CUSIP Number of Class of Securities)

Antonio Carlos Barretto
Stefanini IT Solutions SA
Avenida Brigadeiro Faria Lima, 1355, 19th Floor
São Paulo, SP 001452-002
Brazil
Telephone:  011-55-11-3039-2065
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
 
Copies to:
 
Diane Holt Frankle, Esq.
DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, California 94303
Telephone:  (650) 833-2026

CALCULATION OF FILING FEE

Transaction Valuation*:
  
Amount of
Filing Fee**:
$94,311,421
  
$6,725

*
Estimated solely for the purpose of determining the filing fee in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The calculation assumes the purchase of 11,190,781 shares of TechTeam Global, Inc. common stock at $8.35 per share. The transaction value also includes the aggregate offer price for 656,000 shares issuable pursuant to outstanding stock options with an exercise price less than $8.35 per share, which is calculated by multiplying the number of shares underlying such outstanding options at each exercise price therefore by an amount equal to $8.35 minus such exercise price.

**
The amount of the filing fee calculated in accordance with the Exchange Act equals $71.30 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11(d) under the Exchange Act and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009.

o
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $6,725
  
Form or registration no.: TO-T
   
Filing Party: Stefanini International Holdings Ltd and Platinum Merger Sub, Inc.
  
Date Filed: November 12, 2010

¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:

x
third-party tender offer subject to Rule 14d-1.
¨
issuer tender offer subject to Rule 13e-4.
¨
going-private transaction subject to Rule 13e-3.
¨
amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨


INTRODUCTORY STATEMENT
 
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the “Schedule TO”) that was originally filed with the Security and Exchange Commission on November 12, 2010 by (i) Platinum Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Stefanini International Holdings Ltd, a company incorporated and registered under the laws of England and Wales (“Stefanini”), and (ii) Stefanini. The Schedule TO relates to the purchase of all of the outstanding shares of common stock, par value $0.01 per share, of TechTeam Global, Inc. (“TechTeam”), at a purchase price of $8.35 per share, net to the seller in cash, without interest thereon and less any required tax withholdings, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 12, 2010 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), copies of which were filed with the Schedule TO as Exhibits (a)(1) and (a)(2) thereto, respectively. This Amendment is being filed on behalf of Merger Sub and Stefanini. The information set forth in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in answer to Items 1 through 9 and 11 of this Amendment, and is amended and supplemented by the information specifically provided herein.
 
Capitalized terms used and not defined in this Amendment have the meanings assigned to such terms in the Offer to Purchase.

ITEM 11.      ADDITIONAL INFORMATION.
 
Item 11 of the Schedule TO is amended and supplemented by amending and supplementing the information set forth in Section 14 (Certain Legal Matters) of the Offer to Purchase as follows:
 
The following paragraph replaces the second paragraph under the caption “Antitrust” on page 53:
 
“Pursuant to the requirements of the HSR Act, Marco Stefanini, on behalf of himself, Stefanini and Merger Sub, and TechTeam each filed a Premerger Notification and Report Form with respect to the Offer and the Merger with the Antitrust Division and the FTC on November 15, 2010. On November 23, 2010, the waiting period applicable to the Offer under the HSR Act was terminated by the FTC.  Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.”

ITEM 12.      EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(13)      Joint Press Release, dated as of November 23, 2010, of Stefanini International Holdings Ltd and TechTeam Global, Inc.”
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
Date:  November 23, 2010
 
 
STEFANINI INTERNATIONAL HOLDINGS LTD
  
       
 
By:
/s/ Antonio Barretto  
   
Antonio Barretto
  
   
Title:  Duly authorised attorney
  
       
 
 
PLATINUM MERGER SUB, INC.
  
       
 
By:
/s/ Antonio Barretto  
   
Antonio Barretto
  
   
Title:  Secretary
  
       
 

EXHIBIT INDEX

(a)(1)
Offer to Purchase, dated November 12, 2010.*

(a)(2)
Form of Letter of Transmittal.*

(a)(3)
Form of Notice of Guaranteed Delivery.*

(a)(4)
Form of Letter from the Information Agent to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

(a)(5)
Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

(a)(6)
Form of Notice to Participant in the Government Solutions 401k Retirement Plan.*

(a)(7)
Joint Press Release issued by Stefanini International Holdings Ltd and TechTeam Global, Inc. on November 2, 2010 (incorporated by reference to Exhibit 99.2 attached to the Form 8-K filed with the SEC by TechTeam Global, Inc. on November 2, 2010).

(a)(8)
Form of Letter to Customers of TechTeam Global, Inc. (incorporated by reference to Exhibit 99.3 attached to the Form 8-K filed with the SEC by TechTeam Global, Inc. on November 2, 2010).

(a)(9)
Joint Proposed Merger Overview Presentation by Stefanini and TechTeam to TechTeam Customers (incorporated by reference to the pre-commencement communication on Schedule TO filed with the SEC by Stefanini International Holdings Ltd and Platinum Merger Sub, Inc. on November 4, 2010).

(a)(10)
Joint Proposed Amended Merger Overview Presentation by Stefanini and TechTeam to TechTeam Customers (incorporated by reference to pre-commencement communication on Schedule TO filed with the SEC by Stefanini International Holdings Ltd and Platinum Merger Sub, Inc. on November 8, 2010)

(a)(11)
Summary Newspaper Advertisement published in The New York Times on November 12, 2010.*

(a)(12)
Press Release issued by Stefanini International Holdings Ltd on November 12, 2010.*

(a)(13)
Joint Press Release, dated as of November 23, 2010, of Stefanini International Holdings Ltd and TechTeam Global, Inc.

(b)
Not applicable.

(d)(1)
Agreement and Plan of Merger, dated as of November 1, 2010, by and among Stefanini International Holdings Ltd, Platinum Merger Sub, Inc. and TechTeam Global, Inc. (incorporated by reference to Exhibit 2.1 attached to the Form 8-K filed with the SEC by TechTeam Global, Inc. on November 2, 2010).

(d)(2)
Guarantee, dated as of November 1, 2010, by Marco Antonio Stefanini, Maria das Graças Vuolo Sajovic, Stefanini Participações Ltda., and Stefanini Consultoria e Assessoria em Informatica S.A. in favor of TechTeam Global, Inc. (incorporated by reference to Exhibit 99.1 attached to the Form 8-K filed with the SEC by TechTeam Global, Inc. on November 2, 2010).

(d)(3)
Form of Tender and Support Agreement, dated as of November 1, 2010, by and among Stefanini International Holdings Ltd, Platinum Merger Sub, Inc. and each of the following:  Costa Brava Partnership III L.P. and Emancipation Capital, LLC (incorporated by reference to Exhibit 3 attached to the Schedule 13D filed with the SEC by Stefanini International Holdings Ltd, Platinum Merger Sub, Inc., Marco Antonio Stefanini and Maria das Graças Vuolo Sajovic on November 10, 2010).

(g)
Not applicable.

(h)
Not applicable.

* Previously filed with the Schedule TO