UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
COMMISSION FILE NUMBER: 0-16284
TECHTEAM GLOBAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-2774613
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
27335 WEST 11 MILE ROAD, SOUTHFIELD, MI 48034
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(248) 357-2866
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer. Yes [ ]
No [X]
The number of shares of the registrant's common stock outstanding at May 6, 2005
was 9,188,653.
EXPLANATORY NOTE
TechTeam Global, Inc. (collectively with its subsidiaries, the "Company,"
"TechTeam," "we," "us" and "our") is filing this Amendment No. 1 to Form 10-Q/A
("Amendment No. 1") solely to amend its disclosures in Item 4 of Part I
contained in its Quarterly Report on Form 10-Q for the quarter ended March 31,
2005 (the "Form 10-Q"), which was originally filed with the Securities and
Exchange Commission (the "SEC") on May 11, 2005. The purpose of this Amendment
No. 1 is to address comments that TechTeam received from the Staff of the
Division of Corporation Finance of the SEC.
Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as
amended, this Amendment No. 1 contains the complete text of Item 4 of Part I, as
amended, and new certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. The representations contained in the new certifications continue to
relate solely to our quarter ended March 31, 2005. This Amendment No. 1 contains
only the sections and exhibits to the Form 10-Q, which are being amended and
restated. The sections of and exhibits to the Form 10-Q as originally filed,
which are not included herein, are unchanged and continue in full force and
effect as originally filed. This Amendment No. 1 speaks as of the date of the
original filing of the Form 10-Q and has not been updated to reflect events
occurring subsequent to the original filing date.
PART I -- FINANCIAL INFORMATION
ITEM 4 -- CONTROLS AND PROCEDURES
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected.
On January 3, 2005, we acquired Sytel, Inc., which expanded our internal
controls over financial reporting and disclosure. As of March 31, 2005, an
evaluation was performed under the supervision and with the participation of the
Company's management, including the Chief Executive Officer, Chief Financial
Officer, and Chief Accounting Officer, of the effectiveness of the design and
operations of the Company's disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based
upon that evaluation, the Company's management, including the Chief Executive
Officer, Chief Financial Officer, and Chief Accounting Officer, concluded that
the Company's disclosure controls and procedures were effective as of March 31,
2005.
As required by Rule 13(a)-15d under the Securities Exchange Act of 1934, the
Company's management, including our Chief Executive Officer, Chief Financial
Officer, and Chief Accounting Officer, also conducted an evaluation of the
Company's internal control over financial reporting to determine whether any
changes occurred during the quarter ended March 31, 2005 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting. Based on that evaluation, there has been no
such change during the quarter ended March 31, 2005.
PART II -- OTHER INFORMATION
ITEM 6 -- EXHIBITS
Note: Item 6 in the Form 10-Q, as originally filed, is unchanged except for the
filing of additional certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
EXHIBIT
NUMBER EXHIBIT
31.1 Certification Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.3 Certification Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amended report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TECHTEAM GLOBAL, INC.
Date: July 15, 2005 William F. Coyro, Jr.
By: /s/ William F. Coyro, Jr. President, Chief Executive Officer, and
----------------------------- Director (Principal Executive Officer)
David W. Morgan
By: /s/ David W. Morgan Chief Financial Officer and Treasurer
----------------------------- (Principal Financial Officer)
Marc J. Lichtman
By: /s/ Marc J. Lichtman Chief Accounting Officer (Principal
----------------------------- Accounting Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
31.1 Certification Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.3 Certification Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.