As Filed with the Securities and Exchange Commission on September 28, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEAM, INC.
(Exact name of registrant as specified in its charter)
200 Hermann Drive
Alvin, Texas 77511
(281) 331-6154
(Address and telephone number of principal executive office)
| Texas | 74-1765729 | |
| (State of Incorporation) | (I.R.S. Employer Identification Number) |
TEAM, INC. RESTATED NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
Ted W. Owen
Vice President, Chief Financial Officer,
Secretary and Treasurer
TEAM, INC.
200 Hermann Drive
Alvin, Texas 77511
(281) 331-6154
(Name, address and telephone number of agent for service)
Copy to:
CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN
Attention: Byron L. Willeford
1200 Smith Street, Suite 1400
Houston, Texas 77002
CALCULATION OF REGISTRATION FEE
| Title of securities being registered | Number of shares being registered |
Proposed maximum offering price per share (1) |
Proposed maximum aggregate offering price |
Amount of registration fee | |||||||
| Common Stock, par value $0.30 per share |
200,000 | $ | 16.30 | $ | 3,260,000 | $ | 414.00 | ||||
| (1) | Estimated solely to determine the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 based on stock option exercise prices and market price on September 27, 2004 as reported on the American Stock Exchange. |
Incorporation By Reference of Contents of Prior
S-8 Registration Statements
The contents of registrant’s prior Registration Statements on Form S-8, Registration No. 33-74382, Registration No. 33-88684, Registration No. 333-30003, Registration No. 333-72329, and Registration No. 333-74060, registering shares of registrant’s common stock underlying options to purchase such common stock under the Team, Inc. Restated Non-Employee Directors Stock Option Plan, are incorporated herein by reference.
Index of Exhibits
| 5 | Opinion of Chamberlain, Hrdlicka, White, Williams & Martin. |
| 23(a) | Consent of KPMG LLP. |
| 23(b) | Consent of Chamberlain, Hrdlicka, White, Williams & Martin is included in Exhibit 5 hereto. |
| 99(a) | Team, Inc. Restated Non-Employee Directors Stock Option Plan (as amended through June 24, 2004). |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Alvin, Texas, effective September 23, 2004.
| TEAM, INC. | ||
| By: | /s/ Philip J. Hawk | |
| Philip J. Hawk | ||
| Chairman of the Board and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Philip J. Hawk |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
September 23, 2004 | ||
| Philip J. Hawk | ||||
| /s/ Ted W. Owen |
Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) |
September 23, 2004 | ||
| Ted W. Owen | ||||
| /s/ Sidney B. Williams |
Director | September 23, 2004 | ||
| Sidney B. Williams | ||||
| /s/ E. Theodore Laborde |
Director | September 23, 2004 | ||
| E. Theodore Laborde | ||||
| /s/ Jack M. Johnson, Jr. |
Director | September 23, 2004 | ||
| Jack M. Johnson, Jr. | ||||
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