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): July 31, 2006 TRANSACT TECHNOLOGIES INCORPORATED (Exact name of registrant as specified in its charter)
Delaware 0-21121 06-1456680 (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification no.) Registrant's telephone number, including area code: (203) 859-6800 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 (see General Instruction A.2. below): [ ] 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))
7 Laser Lane, Wallingford, CT 06492 (Address of principal executive offices) (Zip Code) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On July 31, 2006, we amended our credit facility with TD Banknorth, N.A. to extend the expiration date of this facility from July 31, 2006 to November 29, 2006. Our credit facility with TD Banknorth N.A. provides for an $11.5 million revolving credit facility, under which we currently have no outstanding borrowings. We extended the term of the credit facility to allow sufficient time to consider financing alternatives. Item 9.01 Financial Statements and Exhibits. (c) Exhibits: 2
Exhibit Description - ------- ----------- 99.1 Third Amendment to Revolving Credit, Equipment Loan and Security Agreement dated as of July 31, 2006 between TransAct Technologies Incorporated and TD Banknorth, N.A. SIGNATURE 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. TRANSACT TECHNOLOGIES INCORPORATED By: /s/ Steven A. DeMartino ----------------------------------- Steven A. DeMartino Executive Vice President and Chief Financial Officer Date: August 2, 2006 3 EXHIBIT LIST ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 4
Exhibit Description - ------- ----------- 99.1 Third Amendment to Revolving Credit, Equipment Loan and Security Agreement dated as of July 31, 2006 between TransAct Technologies Incorporated and TD Banknorth, N.A.
Exhibit 99.1 THIRD AMENDMENT TO REVOLVING CREDIT, EQUIPMENT LOAN AND SECURITY AGREEMENT THIS Third Amendment to Revolving Credit, Equipment Loan and Security Agreement (this "Amendment") amends that certain Revolving Credit, Equipment Loan and Security Agreement dated as of August 6, 2003 (the "Agreement") between TRANSACT TECHNOLOGIES INCORPORATED (the "Borrower"), and TD Banknorth N.A., a national banking association (the "Bank") as amended by a First Amendment to Revolving Credit, Equipment Loan and Security Agreement dated November 12, 2004 (the "First Amendment") and the Second Amendment to Revolving Credit, Equipment Loan and Security Agreement dated as of December 31, 2005 (the "Second Amendment") (collectively, the Agreement, the First Amendment. the Second Amendment and this Amendment and any further or other amendment shall be referred to as the "Credit Agreement") is made and entered into as of the July 31, 2006 by and between the Borrower and the Bank. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Credit Agreement. 1. Amendment to Credit Agreement. In consideration of mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Bank do hereby amend the Credit Agreement as follows: a. The following definition contained in Exhibit 1 to the Credit Agreement is amended in its entirety to read as follows: "Revolving Credit Period" means the period from and including the date of this Agreement to but not including November 29, 2006. 2. Conditions to Closing. This Amendment shall be effective as of July 31, 2006 upon the completion of each of the following: a. Execution of this Amendment by the Borrower and the Bank and delivery of executed originals to the Bank. b. Update to any Schedules to the Credit Agreement not previously provided to the Bank by the Borrower. c. Such additional documents, certificates and other assurances that Bank or its counsel may require. 5 3. No Default; Representations and Warranties, etc. The Borrower hereby confirms that: (a) the representations and warranties of the Borrower contained in the Credit Agreement as modified hereby are true and correct in all material respects on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date), as modified by any amendment of Schedules presented herewith; (b) the Borrower is in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement on their part to be observed or performed; and (c) after giving effect to this Amendment, no Event of Default, nor any event which with the giving of notice or expiration of any applicable grace period or both would constitute such an Event of Default, shall have occurred and be continuing. 4. Miscellaneous. a. Except to the extent specifically amended hereby, the Credit Agreement, the Loan Documents and all related documents shall remain in full force and effect. Whenever the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan Documents or such other documents (whether directly or by incorporation into other defined terms), such defined terms shall be deemed to refer to those terms or sections as amended by this Amendment. b. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument. c. This Amendment shall be governed by the laws of the State of Connecticut and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Amendment which is a sealed instrument as of the date first above written. BANKNORTH, N.A. By: /s/ James Hickson ----------------------------------- James Hickson It's Vice President TRANSACT TECHNOLOGIES INCORPORATED. By: /s/ Steven A. DeMartino ----------------------------------- Name: Steven A. DeMartino Title: Executive Vice President and Chief Financial Officer 6