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Registration Statement No. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement Under the Securities Act of 1933
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TransAct Technologies Incorporated
(Exact name of issuer as specified in its charter)
Delaware 06-1456680
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
7 Laser Lane
Wallingford, Connecticut 06492
(203) 269-1198
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Non-Employee Directors' Stock Plan
(Full title of the Plan)
Richard L. Cote, Executive Vice President, Chief Financial Officer,
Treasurer, and Director
TransAct Technologies Incorporated
7 Laser Lane
Wallingford, Connecticut 06492
(203) 269-1198
(Name, address, including zip code, and telephone
number, including area code, of agent for service
of process)
Copy to:
Michael S. McSherry, Esq.
Hinckley, Allen & Snyder
One Financial Center
Boston, Massachusetts 02111-2625
(617) 345-9000
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [x]
Exhibit Index on Page 8
===============================================================================
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(*) Offering Price Fee
- -----------------------------------------------------------------------------
Common Stock 60,000 $15.75 $945,000 $286.00
(par value
$.01)
- -----------------------------------------------------------------------------
(*) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based on the average of the high and low prices
of the Registrant's Common Stock as reported by NASDAQ on July 31,
1997.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by TransAct Technologies
Incorporated (the "Registrant") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report on Form10-K, or, if the financial
statements therein are more current, the Registrant's latest prospectus, other
than the prospectus of which this document is a part, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act").
(b) All other reports filed by the Registrant pursuant to Sections13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which de-registers all
of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Registrant's by-laws (i) authorizes the indemnification
of directors and officers (the "Indemnified Persons") under specified
circumstances to the fullest extent authorized, (ii) provides for the
advancement of expenses to the Indemnified Persons for defending any proceedings
related to the specified circumstances, and (iii) gives the Indemnified Persons
the right to bring suit against the Registrant to enforce the foregoing rights
to indemnification and advancement of expenses. The Registrant currently
maintains one or more policies of insurance under which the directors and
officers of Registrant are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits, or proceedings, and certain liabilities which might
be imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement (or the most
recent post-effective amendment thereof);
(iii) To include any material information with respect to the
plan of distribution not previously disclosed or any material
change to such information;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filling on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the city of Wallingford, State of Connecticut, on the 29th day of
July, 1997.
TRANSACT TECHNOLOGIES INCORPORATED
By: /s/ Richard L. Cote
Richard L. Cote, Executive Vice
President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons does
hereby constitute and appoint each of Bart C. Shuldman and Richard L. Cote, with
full power of substitution his true and lawful attorneys-in-fact and agents for
him in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing necessary to be done in order to effectuate the
same as fully, to all intents and purposes, as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Thomas R. Schwarz Chairman of the Board July 29, 1997
- -----------------------------
Thomas R. Schwarz
/s/ Bart C. Shuldman Chief Executive Officer, July 29, 1997
- ----------------------------- President and Director
Bart C. Shuldman
/s/ Richard L. Cote Executive Vice President, Chief July 29, 1997
- ----------------------------- Financial Officer, Treasurer,
Richard L. Cote and Director
/s/ Graham Y. Tanaka Director July 29, 1997
- -----------------------------
Graham Y. Tanaka
/s/ Charles A. Dill Director July 29, 1997
- -----------------------------
Charles A. Dill
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
4.1 Articles of Incorporation of
the Registrant, as amended
(filed as Exhibit No. 3.1 to
the Registrant's registration
statement on Form S-1 dated
June 26, 1996, and by this
reference incorporated herein) N/A
4.2 By-laws of the Registrant, as
amended (filed as Exhibit 3.2
to the Registrant's registration
statement on Form S-1 dated
June 26, 1996, and by this
reference incorporated herein) N/A
4.3 Non-Employee Directors' Stock
Plan of Registrant 9
5 Opinion of Hinckley, Allen &
Snyder 14
23.1 Consent of Price Waterhouse 16
23.2 Consent of Hinckley, Allen &
Snyder (contained in their
opinion filed as Exhibit 5) N/A
Exhibit 4.3
TransAct Technologies Incorporated.
NON-EMPLOYEE DIRECTORS' STOCK PLAN
TransAct Technologies Incorporated. Non-Employee Directors' Stock Plan (the
"Plan") is adopted by TransAct Technologies Incorporated. (the "Company") for
the purpose of advancing the interests of the Company by providing compensation
and other incentives for the continued services of the Company's non-employee
directors and by attracting able individuals to directorships with the Company.
1. Definitions. For purposes of this Plan, the following terms shall have
the meanings set forth below:
"Administrator" means the person(s) appointed by the Board to administer
the Plan as provided in Paragraph 2 hereof.
"Annual Meeting" means the annual meeting of the Company's stockholders.
"Board" means the Board of Directors of TransAct Technologies Incorporated.
"Change of Control" means (i) approval by the Company's stockholders of a
merger in which the Company does not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all or
substantially all the Company's assets, or (ii) any acquisition of voting
securities of the Company by any person or group (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), but excluding (a) the Company or
any of its subsidiaries, (b) any person who was an officer or director of the
Company on the day prior to the Effective Date, or (c) any savings, pension or
other benefits plan for the benefit of employees of the Company or any of its
subsidiaries, which theretofore did not beneficially own voting securities
representing more than 30% of the voting power of all outstanding voting
securities of the Company, if such acquisition results in such entity, person or
group owning beneficially securities representing more than 30% of the voting
power of all outstanding voting securities of the Company. As used herein,
"voting power" means ordinary voting power for the election of directors of the
Company.
"Common Shares" means the Company's common stock, $.01 par value per share.
"Company" means TransAct Technologies Incorporated, a Delaware corporation.
"Effective Date" means the date of the initial offering of the Company's
Common Shares to the public.
"Grant Date" means the effective date of a grant of options pursuant to
Paragraph 4(a) hereof.
"Market Value" means the closing price of the Common Shares as reported by
NASDAQ.
"Participant" means a director who has met the requirements of eligibility
and participation described in Paragraph 3 hereof.
2. Administration. The Plan shall be administered by the Administrator. The
Administrator may establish, subject to the provisions of the Plan, such rules
and regulations as it deems necessary for the proper administration of the Plan,
and make such determination and take such action in connection therewith or in
relation to the Plan as it deems necessary or advisable, consistent with the
Plan.
3. Eligibility and Participation.
(a) A non-employee director of the Company shall automatically become a
Participant in the Plan as of the later of (i) the Effective Date, or (ii) the
date of initial election to the Board. A director who is a regular employee or
officer of the Company is not eligible to participate in the Plan.
(b) A Participant shall cease participation in the Plan as of the date the
Participant (i) fails to be re-elected to the Board, (ii) resigns or otherwise
vacates his position on the Board, or (iii) becomes a regular employee or
officer of the Company.
4. Compensation. For all services rendered as a director of the Company,
the Company shall grant options to each Participant as provided herein.
(a) Grant of Options. Each person who is a Participant on the Effective
Date shall be awarded a non-qualified option to purchase 10,000 Common Shares
effective as of the Effective Date, at a price equal to the Market Value of
Common Shares on that date. Any person who becomes a Participant after the
Effective Date shall be awarded non-qualified options to purchase 5,000 Common
Shares effective as of the date of the Annual Meeting at which such election
occurs, or if the Participant is first elected to the Board other than at an
Annual Meeting, as of the date of such election, at a price equal to the Market
Value of Common Shares on that date.
For years beginning after 1996, on the date of the first Board meeting
following the Annual Meeting of each year, a Participant (other than a director
who is first elected at the Annual Meeting for that year or within six months
prior to such Annual Meeting), shall be awarded non-qualified options to
purchase 2,500 Common Shares, effective as of the date of such Board meeting, at
a price equal to the Market Value of Common Shares on that date.
(b) Term and Exercisability. All options shall have a term of 10 years and
shall vest in accordance ----------------------- with the following schedule:
Percentage of Options Vesting Date
20% 1st anniversary of Grant Date
20%, 2nd anniversary of Grant Date
20% 3rd anniversary of Grant Date
20% 4th anniversary of Grant Date
20% 5th anniversary of Grant Date
Notwithstanding the foregoing, all options shall become immediately
exercisable upon a Change of Control of the Company.
(c) Method of exercise. An option granted under the Plan may be exercised,
in whole or in part, by submitting a written notice to the Board, signed by the
Participant or such other person who may be entitled to exercise such option,
and specifying the number of Common Shares as to which the option is being
exercised. Such notice shall be accompanied by the payment of the full option
price for such Common Shares, or shall fix a date (not more than ten business
days from the date of such notice) for the payment of the full option price of
the Common Shares being purchased. Payment shall be made in the form of cash,
Common Shares (to the extent permitted by law), or both. A certificate or
certificates for the Common Shares purchased shall be issued by the Company
after the exercise of the option and full payment therefor.
(d) Termination of Directorship. If a Participant fails to be re-elected to
the Board, resigns or otherwise ceases to be a director of the Company for
reasons other than death or disability (within the meaning of Section 22(e)(3)
of the Internal Revenue Code), all options granted under this Plan to such
Participant which are not exercisable on such date shall immediately terminate,
and any remaining options shall terminate if not exercised before thirty (30)
days following such termination, or at such earlier time as may be applicable
under Paragraph 4(b) above. If the Participant dies or becomes disabled within
the thirty (30) day period described above, such remaining options may be
exercised by the Participant or the Participant's personal representative at any
time before the expiration of twelve (12) months following the date of death or
commencement of disability.
If a Participant ceases to be a director of the Company by reason of death
or disability (within the meaning of Section 22(e)(3) of the Internal Revenue
Code), all options granted under this Plan to such Participant which are not
exercisable on such date shall become immediately exercisable, and may be
exercised at any time before the expiration of twelve (12) months following the
date of death or commencement of disability, or such earlier time as may be
applicable under Paragraph 4(b) above.
(e) Non-transferability. Each option and all rights thereunder shall be
exercisable during the Participant's lifetime only by him and shall be
non-assignable and non-transferable by the Participant except, in the event of
the Participant's death, by will or by the laws of descent and distribution. In
the event the death of a Participant occurs, the representative or
representatives of the Participant's estate, or the person or persons who
acquired (by bequest or inheritance) the rights to exercise the Participant's
options in whole or in part may exercise the option prior to the expiration of
the applicable exercise period, as specified in Paragraph 4(d) above.
(f) No rights as stockholder. A Participant shall have no rights as a
stockholder with respect to any Common Shares subject to the option prior to the
date of issuance of a certificate or certificates for such Common Shares.
(g) Compliance with securities laws. Options granted and Common Shares
issued by the Company upon exercise of options shall be granted and issued only
in full compliance with all applicable securities laws, including laws, rules
and regulations of the Securities and Exchange Commission and applicable state
Blue Sky Laws. With respect thereto, the Board may impose such conditions on
transfer, restrictions and limitations as it may deem necessary and appropriate
to assure compliance with such applicable securities laws.
5. Shares Subject to the Plan.
(a) The Common Shares to be issued and delivered by the Company upon the
exercise of options under the Plan may be either authorized but unissued shares
or treasury shares of the Company.
(b) The aggregate number of Common Shares of the Company which may be
issued under the Plan shall not exceed 60,000 shares; subject, however, to the
adjustment provided in Paragraph 6 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after the effective date of
this Plan.
(c) Common Shares covered by an option which is no longer exercisable with
respect to such shares shall again be available for issuance under this Plan.
6. Share Adjustments. In the event there is any change in the Company's
Common Shares resulting from stock splits, stock dividends, combinations or
exchanges of shares, or other similar capital adjustments, equitable
proportionate adjustments shall automatically be made without further action by
the Board or Administrator in (i) the number of Common Shares available for
award under this Plan, (ii) the number of Common Shares subject to options
granted under this Plan, and (iii) the option price of options granted under
this Plan.
7. Amendment or Termination. The Board may terminate this Plan at any time,
and may amend the Plan at any time or from time to time; provided, however, that
the Plan shall not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder; and further provided that any
amendment that would increase the aggregate number of Common Shares that may be
issued under the Plan, materially increase the benefits accruing to Participants
under the Plan, or materially modify the requirements as to eligibility for
participation in the Plan shall be subject to the approval of the Company
stockholders to the extent required by Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, or any other governing rules or regulations except that
such increase or modification that may result from adjustments authorized by
Paragraph 6 does not require such approval. If the Plan is terminated, any
unexercised option shall continue to be exercisable in accordance with its
terms.
8. Company Responsibility. All expenses of this Plan, including the cost of
maintaining records, shall be borne by the Company.
9. Implied Consent. Every Participant, by acceptance of an award under this
Plan, shall be deemed to have consented to be bound, on his or her own behalf
and on behalf of his or her heirs, assigns, and legal representatives, by all of
the terms and conditions of this Plan.
10. Delaware Law to Govern. This Plan shall be construed and administered
in accordance with and governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer as of the _____ day of __________________, 1996.
TransAct Technologies Incorporated
By:_______________________________
Title:____________________________
Exhibit 5
July 29, 1997
TransAct Technologies Incorporated
7 Laser Lane
Wallingford, Connecticut 06492
RE: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to TransAct Technologies Incorporated, a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission relating to 60,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be issued
pursuant to the TransAct Technologies Incorporated Non-Employee Directors' Stock
Plan (the "Plan").
In connection with this opinion, we have examined the Company's Certificate
of Incorporation, the bylaws of the Company, as amended, the Registration
Statement, corporate proceedings of the Company relating to the issuance of the
Common Stock, the Plan and such other instruments and documents as we have
deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plan has been duly authorized and
when issued in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1997 appearing on page 13
of the TransAct Technoloiges Incorporated Annual Report on Form 10-K for the
year ended December 31, 1996.
PRICE WATERHOUSE LLP
Hartford, Connecticut
July 29, 1997