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): August 4, 2009
TEAM,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Texas
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001-08604
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74-1765729
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 — CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 — CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the — Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the — Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
During a
recent internal management review of one of our branch operations in Trinidad,
we were informed of allegations of improper payments, made by our local
employees, to employees of certain customers, including foreign government owned
enterprises. Consequently, the Audit Committee of our Board of
Directors initiated an investigation of those allegations with the assistance of
independent outside counsel. The investigation has found evidence
suggesting that payments, which may violate the Foreign Corrupt Practices Act
(FCPA), were made to employees of foreign government owned
enterprises. While the investigation is ongoing, there has been no
indication that the improper payments extend beyond the one Trinidad
branch. Based upon the evidence obtained to date, we believe that the
total of these improper payments over the past five years did not exceed
$50,000. The total annual revenues from the impacted Trinidad branch represent
approximately one-half of one percent of our annual consolidated
revenues.
We have
voluntary disclosed information relating to the initial allegations, the
investigation and the initial findings to the U.S. Department of Justice and to
the Securities and Exchange Commission, and we will cooperate with the DOJ and
SEC in connection with their review of this matter. The outcome of this
investigation cannot be predicted at this time; however, the FCPA and related
statutes and regulations do provide for potential monetary penalties as well as
criminal and civil sanctions in connection with FCPA violations.
Certain
forward-looking information contained herein is being provided in accordance
with the provisions of the Private Securities Litigation Reform Act of
1995. We have made reasonable efforts to ensure that the information,
assumptions and beliefs upon which this forward-looking information
is based are current, reasonable and complete. Such forward-looking
statements involve estimates, assumptions, judgments and uncertainties. There
are known and unknown factors that could cause actual results or outcomes to
differ materially from those addressed in the forward-looking information,
including the completion of our internal investigation into these allegations of
improper payments and the review, if any, of these matters by the DOJ and the
SEC. Accordingly, there can be no assurance that the
forward-looking information contained herein will occur or that objectives
will be achieved. We assume no obligation to publicly update or revise any
forward-looking statements made today or any other forward-looking
statements we make, whether as a result of new information, future events or
otherwise.
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.
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By:
/s/ André C. Bouchard
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André
C. Bouchard
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Senior
Vice President, Administration,
General
Counsel & Secretary
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| Dated: August 4, 2009 |
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