UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): ~~January~~February 1425, 2016

Furmanite Corporation

__________________________________________



	(Exact name of registrant as specified in its charter)



Delaware	001-05083	74-1191271
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10370 Richmond Avenue, Suite 600 Houston, Texas		77042
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		713-634-7777

	Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[x ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.01 ~~Other~~Completion ~~Events.~~of Acquisition or Disposition of Assets

~~Furmanite~~On ~~Corporation~~February ~~(NYSE:~~29, ~~FRM)~~2016, ~~(“Furmanite”~~pursuant orto the ~~“Company”)~~Agreement isand ~~filing~~Plan ~~this~~of ~~Current~~Merger, ~~Report~~dated onas ~~Form~~of ~~8-K~~November 1, 2015 (the “~~Form~~Merger ~~8-K~~Agreement”), toby ~~retrospectively~~and ~~reclassify~~among ~~the~~Furmanite ~~presentation~~Corporation of(“Furmanite”), ~~its~~Team, ~~consolidated~~Inc. ~~financial statements that were initially filed with the Securities and Exchange Commission~~ (~~the~~ “~~SEC~~Team”) onand ~~May~~TFA, 11Inc., ~~2015~~a inwholly ~~the~~owned ~~Company’s~~subsidiary ~~Quarterly~~of ~~Report~~Team ~~on Form 10-Q for the quarter ended March 31, 2015~~ (~~the~~ “~~Quarterly~~Merger ~~Report~~Sub”), toMerger ~~reflect~~Sub ~~its~~merged ~~Furmanite~~with ~~Technical~~and ~~Solutions~~into ~~division~~Furmanite (the “~~FTS~~Merger”), ~~historically~~with ~~reported~~Furmanite assurviving ~~part~~the ofMerger ~~its~~as ~~Engineering~~a &wholly ~~Project~~owned ~~Solutions~~subsidiary ~~operating~~of ~~segment, as a discontinued operation~~Team.

~~FTS~~Pursuant ~~was~~to ~~sold~~the inMerger ~~September 2015 and its assets~~Agreement, ~~liabilities,~~each ~~results~~outstanding share of ~~operations~~Furmanite ~~and~~common ~~cash~~stock ~~flows~~at ~~have been reflected in discontinued operations beginning with~~ the ~~Company’s~~effective ~~Quarterly~~time ~~Report~~of ~~on Form 10-Q for~~ the ~~quarter~~Merger ~~ended~~(other ~~September~~than ~~30,~~shares ~~2015. The~~owned ~~SEC requires a registrant to include or incorporate~~ by ~~reference~~Furmanite, inTeam ~~a registration~~ or ~~proxy~~Merger ~~statement~~Sub) ~~filed~~was ~~with~~automatically ~~the~~converted ~~SEC~~into ~~under~~ the ~~Securities~~right ~~Act of 1933, as amended (the “Securities Act”), the retrospective reclassification of previously issued financial statements~~ to ~~reflect~~receive ~~the~~0.215 ~~subsequent~~shares ~~reclassification~~ of ~~operations~~Team tocommon ~~discontinued operations. Accordingly~~stock, ~~the~~with ~~Company~~cash ispaid ~~revising and including~~ in ~~this~~lieu ~~Form 8-K the following portions~~ of ~~the~~any ~~Quarterly~~fractional ~~Report: Financial Statements (Item 1) and Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2)~~shares. ~~These revised portions of the Quarterly Report are set forth in Exhibit 99.1, which is attached hereto and is incorporated herein by reference.~~

InThe ~~order~~foregoing todescription ~~preserve the nature and character~~ of the ~~disclosures~~Merger ~~set~~Agreement ~~forth~~does innot ~~such~~purport ~~items~~to asbe ~~originally~~complete ~~filed~~and inis ~~the~~qualified ~~Quarterly Report, no attempt has been made~~ in ~~this~~its ~~Form~~entirety ~~8-K,~~by ~~nor~~reference ~~should this Form 8-K be deemed,~~ to ~~modify or update disclosures presented in~~ the ~~Quarterly~~Merger ~~Report~~Agreement, toa ~~reflect~~copy ~~events or occurrences after the date~~ of ~~the~~which ~~filing~~was offiled ~~the~~as ~~Quarterly~~Exhibit ~~Report, except for matters relating specifically to the retrospective reclassification of the presentation described above~~2.1 ~~Therefore, this Form 8-K should be read in conjunction with the Quarterly Report and the Company’s other filings made with the SEC subsequent~~ to ~~the filing of the Company~~Furmanite’s ~~Annual~~Current Report on Form 108-K ~~for the year ended December 31, 2014~~ filed with the ~~SEC~~Securities onand ~~March~~Exchange ~~10,~~Commission ~~2015~~ (the “~~Annual Report~~Commission”), ~~including quarterly reports~~ on ~~Form~~November ~~10-Q for the quarterly periods ended June 30~~3, 2015 ~~and September 30~~, ~~2015. Further, this Form 8-K should be read in conjunction with the Company’s Annual Report as well as the Company’s Form 8-K filed with the SEC on December 17, 2015,~~ which ~~provides~~is ~~certain~~incorporated ~~information~~herein ~~from~~by ~~the Annual Report on a retrospectively reclassified basis~~reference.

AsItem ~~previously disclosed, on November 1, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Team, Inc~~3.01 ~~(“Team”)~~Notice ~~and Team’s wholly owned subsidiary TFA, Inc. (“Merger Sub”) whereby, upon the terms and subject to the conditions~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement,~~Failure Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Team. At the effective time of the Merger, each share of the Company’s common stock will be converted into the right to ~~receive 0.215 shares~~Satisfy ~~of common stock of Team, subject to the terms and conditions of the Merger Agreement. In connection with the proposed Merger, Team has filed with the SEC~~ a ~~registration~~Continued ~~statement~~Listing onRule ~~Form~~or ~~S-4~~Standard; ~~dated~~Transfer ~~December 23, 2015 (the “Form S-4”), which includes a preliminary prospectus and related materials to register the shares~~ of Team common stock to be issued in the Merger. Team and Furmanite intend to file a final joint proxy statement/prospectus and other documents concerning the proposed Merger, with the SEC. The filing of this Form 8-K will allow the retrospectively reclassified consolidated financial statements to be incorporated by reference into such joint proxy statement/prospectus.Listing

~~Cautionary~~In ~~Statements~~connection ~~Regarding~~with ~~Forward-Looking~~the ~~Information~~Merger, the New York Stock Exchange (the “NYSE”) filed with the Commission on March 1, 2016 a Form 25 to withdraw the shares of Furmanite common stock from listing on the NYSE. Furmanite common stock was suspended from trading on the NYSE prior to the open of trading on March 1, 2016. Furmanite intends to file with the Commission a Form 15 to terminate the registration of Furmanite common stock under the Securities Exchange Act of 1934 (the “Exchange Act”) and to suspend Furmanite’s reporting obligations under the Exchange Act. The disclosure set forth in Item 2.01 is incorporated herein by reference.

~~The~~Item ~~information presented below may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~3. ~~These~~03 ~~statements~~Material ~~include,~~Modification ~~but are not limited to, the expected completion date, financial benefits and other effects~~ of the ~~proposed~~Rights ~~Merger. Forward-looking statements can be identified by the use~~ of ~~the~~Security words “anticipate,” “expect,” “intend,” “estimate,” “target” and words of similar import. Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Risks and uncertainties related to the proposed transaction include, among others: the risk that the Company’s stockholders or Team’s stockholders do not approve the Merger or the issuance of Team common stock in the Merger, as applicable; the risk that the Merger Agreement is terminated as a result of a competing proposal; the risk that regulatory approvals required for the Merger are not obtained on the proposed terms and schedule or are obtained subject to conditions that are not anticipated; the risk that the other conditions to the closing of the Merger are not satisfied; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; uncertainties as to the timing of the Merger; competitive responses to the proposed Merger; costs and difficulties related to the integration of the Company’s businesses and operations with Team’s businesses and operations; the inability to obtain, or delays in obtaining, the cost savings and synergies contemplated by the Merger; uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; unexpected Holders

~~costs,~~The ~~charges~~disclosure orset ~~expenses~~forth resulting from the Merger; litigation relating to the Merger; the outcome of potential litigation or governmental investigations; the inability to retain key personnel and other risks and important factors that could affect the Company’s and Team’s future results, as identified in ~~Furmanite’s~~Items ~~and~~2.01 ~~Team’s Annual Reports on Form 10-K for the year ended December 31, 2014~~ and ~~the year ended May 31, 2015, respectively, and other reports filed with the SEC~~3. ~~Forward-looking~~01 ~~statements~~is ~~are~~incorporated ~~made only as of the date of this document, and neither the Company nor Team undertakes any obligation to update any forward-looking statements contained~~ herein toby ~~reflect events or conditions after the date hereof~~reference.

~~Important~~Item ~~Additional~~5.01 ~~Information~~Changes in Control of Registrant

In connection with the proposed Merger, on December 23, 2015, Team filed with the SEC a registration statement on Form S-4 (Statement No. 333-208756), which constitutes a preliminary prospectus of Team, and includes a preliminary joint proxy statement of Team and the Company. The ~~registration~~disclosure ~~statement~~set ~~has~~forth ~~not~~in ~~yet~~Item ~~become effective~~2.01 ~~Team~~is ~~and~~incorporated ~~the~~herein Company also intend to file other documents concerning the proposed Merger with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TEAM, THE COMPANY AND THE PROPOSED MERGER. When available, the definitive joint proxy statement/prospectus will be mailed to stockholders of both Team and the Company. Investors will also be able to obtain copies of the registration statement and the definitive joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by Team will be available free of charge by contacting Greg L. Boane, Senior Vice President, Chief Financial Officer & Treasurer, Team, Inc., 13131 Dairy Ashford, Sugar Land, Texas 77478, by telephone at (281) 331-6154 or by going to Team’s Investor Relations page on its corporate web site at www.teaminc.com. Documents filed with the SEC by the Company will be available free of charge by contacting Robert S. Muff, Chief Financial Officer and Chief Administrative Officer, Furmanite Corporation, 10370 Richmond Avenue, Suite 600, Houston, TX 77042, by telephone at (713) 634-7777 or by going to the Company’s Investors page on its corporate web site at www.furmanite.com. The content of the websites referenced above are not deemed to be incorporated by reference ~~into the registration statement or the joint proxy statement/prospectus~~.

NoItem ~~Offer~~5.02 Departure of Directors or ~~Solicitation~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~This~~In ~~document~~connection ~~is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval~~ with ~~respect to~~ the ~~proposed~~ Merger, orall ~~otherwise. No offer~~ of ~~securities shall be made except by means of a prospectus meeting~~ the ~~requirements~~directors ofand ~~Section~~officers 10 of ~~the~~Furmanite ~~Securities~~immediately ~~Act,~~prior ~~and no offer~~ to ~~sell~~the oreffective ~~solicitation~~time ofceased ~~an offer~~ to ~~buy shall~~ be ~~made~~directors inor ~~any~~officers ~~jurisdiction~~of inFurmanite ~~which~~at ~~such~~the ~~offer,~~effective ~~solicitation or sale would be unlawful~~time.

~~Participants~~The disclosure set forth in ~~the~~Item ~~Solicitation~~2.01 is incorporated herein by reference.

~~Team,~~On ~~the~~February ~~Company~~26, ~~and certain of their respective directors~~2016, ~~executive officers and other members of management and employees may be deemed to be participants~~ in ~~the~~accordance ~~solicitation of proxies from the stockholders of Team and the stockholders of the Company in connection~~ with the ~~proposed~~settlement ~~Merger.~~agreement ~~Information~~entered ~~regarding~~into ~~the~~among ~~persons who may~~Furmanite, ~~under~~Mustang ~~the~~Capital ~~rules of the SEC~~Management, beLLC ~~deemed participants in the solicitation of Team’s security holders~~ and the ~~Company’s~~other ~~security~~parties ~~holders~~thereto in connection with the proposed Merger will be set forth in the definitive joint proxy statement/prospectus when filed with the SEC. Information about the directors and executive officers of Team is also included in the proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on ~~August~~May 216, 2015. ~~Information about the directors~~ and executive officers of the Company is also included in the proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on June 11, 2015. Copies of the foregoing documents may be obtained as indicated above. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the definitive joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

~~Item 9~~previously disclosed by Furmanite, the compensation committee of the Furmanite board of directors approved the issuance of 10,000 restricted shares of Furmanite common stock to each of Jeffery G.01 ~~Financial~~Davis ~~Statements~~(Furmanite’s Interim President and ~~Exhibits~~Chief Executive Officer), David E. Fanta and John K. H. Linnartz. Each of Mr. Davis, Mr. Fanta and Mr. Linnartz served as a director of Furmanite until the effective time of the merger. All such restricted shares vested immediately prior to the effective time of the merger.

Also on February 26, 2016, the compensation committee of the Furmanite board of directors granted a one-time discretionary bonus payable to Mr. Davis upon the consummation of the merger of $350,000.


Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Certificate of Incorporation

At the effective time of the Merger, the Certificate of Incorporation of Furmanite was amended and restated in the form of the Certificate of Incorporation filed as Exhibit 3.1 hereto, which is incorporated herein by reference.

Bylaws

At the effective time of the Merger, the Bylaws of Furmanite were amended and restated in the form of the Bylaws filed as Exhibit 3.2 hereto, which is incorporated herein by reference.

The disclosure set forth in Item 2.01 is incorporated herein by reference.


Item 5.07	Submission of Matters to a Vote of Security Holders

On February 25, 2016, Furmanite held a special meeting of its stockholders (the “Special Meeting”). The proposals submitted to Furmanite stockholders at the Special Meeting were: (1) a proposal to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement (the “Merger Proposal”), (2) a proposal to approve on an advisory (non-binding) basis the compensation that has been paid, or may be paid or become payable, to Furmanite named executive officers and that is based on or otherwise relates to the Merger Agreement and Merger (the “Compensation Proposal”) and (3) a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement (the “Adjournment Proposal”).

The Merger Proposal, Compensation Proposal and Adjournment Proposal are described in detail in Furmanite’s definitive proxy statement filed with the Commission on January 19, 2016.

Approval of the Merger Proposal required the affirmative vote of the holders of a majority of the outstanding shares of Furmanite common stock. Approval of each of the Compensation Proposal and Adjournment Proposal required the affirmative vote of a majority of the votes cast on the matter by the holders of shares of Furmanite common stock represented at the Special Meeting.

-2-

There were 38,023,593 shares of Furmanite common stock outstanding and entitled to vote at the Special Meeting as of January 14, 2016, the record date for the Special Meeting. The Merger Proposal received the affirmative vote of more than 96% of the votes cast on the matter by the holders of shares of Furmanite common stock represented at the Special Meeting, which represented the affirmative vote of the holders of more than 78% of the outstanding shares of Furmanite common stock as of the record date of the Special Meeting.

The votes cast for or against, as well as abstentions, with respect to each proposal are set forth below. Furmanite stockholders approved each of the Merger Proposal and the Adjournment Proposal. The Compensation Proposal was not approved. The vote on the Compensation Proposal is not binding on Furmanite or Team. There were no broker non-votes on any of the proposals.

Merger Proposal



For	Against	Abstained
29,843,867	862,872	194,735

Compensation Proposal



For	Against	Abstained
14,239,016	16,381,337	281,121

Adjournment Proposal



For	Against	Abstained
28,005,282	2,620,034	276,158


Item 8.01	Other Events

On February 25, 2016, Furmanite and Team issued a joint press release announcing the results of the Special Meeting and of a special meeting of Team stockholders to approve the issuance of Team common stock in the Merger. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 1, 2016, Team issued a press release announcing the completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

-3-


Item 9.01	Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
Exhibit No.	Description
99.1		Item 1. Financial Statements and Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
2.1	Agreement and Plan of Merger, dated as of November 1, 2015, by and among Furmanite Corporation, Team, Inc. and TFA, Inc. (filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Furmanite Corporation on November 3, 2015 and incorporated herein by reference)
3.1	Amended and Restated Certificate of Incorporation of Furmanite Corporation
3.2	Amended and Restated Bylaws of Furmanite Corporation
99.1	Joint Press Release, dated February 25, 2016, of Team, Inc. and Furmanite Corporation
99.2	Press Release, dated March 1, 2016, of Team, Inc.

-4-

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.

	Furmanite Corporation
Date: January 14, 2016	By:		/s/ ROBERT S. MUFF
Date: March 1, 2016	By:	/s/ ROBERT S. MUFF
		Robert S. Muff	~~Robert S. Muff~~
		Chief Financial Officer and Chief Administrative Officer	~~Chief Financial Officer and Chief Administrative Officer~~

-5-

EXHIBIT INDEX

Exhibit Number		Description
Exhibit No.	Description
99.1		Item 1. Financial Statements and Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
2.1	Agreement and Plan of Merger, dated as of November 1, 2015, by and among Furmanite Corporation, Team, Inc. and TFA, Inc. (filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Furmanite Corporation on November 3, 2015 and incorporated herein by reference)
3.1	Amended and Restated Certificate of Incorporation of Furmanite Corporation
3.2	Amended and Restated Bylaws of Furmanite Corporation
99.1	Joint Press Release, dated February 25, 2016, of Team, Inc. and Furmanite Corporation
99.2	Press Release, dated March 1, 2016, of Team, Inc.

-6-

Filing Compare · FURMANITE CORP