As filed with the Securities and Exchange Commission on May 31, 2005 Registration No. 333-123967 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 APPLICATION FOR THE WITHDRAWAL OF AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 TECHTEAM GLOBAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 38-2774613 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 27335 W. 11 MILE ROAD SOUTHFIELD, MI 48024 (248) 357-2866 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) MICHAEL A. SOSIN VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY with a copy to: TECHTEAM GLOBAL, INC. 27335 WEST 11 MILE ROAD TODD B. PFISTER SOUTHFIELD, MI 48024 FOLEY & LARDNER LLP (248) 357-2866 321 NORTH CLARK STREET, SUITE 2800 (Name, address, including zip code, CHICAGO, ILLINOIS 60610 and telephone number, including area (312) 832-4500 code, of agent for service) ------------------------------------- On April 8, 2005, TechTeam Global, Inc. filed this Form S-3 Registration Statement (Reg. NO. 333-123967) under the Securities Act of 1933, as amended (the "Act") to register 689,656 shares of its common stock for resale by ChrysCapital II, LLC ("the Selling Shareholder"). On May 11, 2005, we filed Amendment No. 1 to the Form S-3 Registration Statement under the Act. During the time the Registration Statement has been pending, the Selling Shareholder was able to sell all 689,656 shares of our common stock under Rule 144. The Selling Shareholder did not sell any of its shares of common stock pursuant to the offering noted in the Registration Statement. Accordingly, we are applying to withdraw the Amendment No. 1 to Form S-3 Registration Statement because it is no longer required. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Application for the Withdrawal of Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, State of Michigan, on May 31, 2005. TECHTEAM GLOBAL, INC. By: /s/ William F. Coyro, Jr. -------------------------------------- William F. Coyro, Jr. President, Chief Executive Officer and Director (Principal Executive Officer)