1 As filed with the Securities and Exchange Commission on August 26, 1998 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSACT TECHNOLOGIES INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 06-1456680 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 7 Laser Lane Wallingford, CT 06492 (203) 269-1198 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) TransAct Technologies Incorporated 1996 Stock Plan (FULL TITLE OF THE PLAN) Richard L. Cote Executive Vice President, Chief Financial Officer, Secretary and Treasurer TransAct Technologies Incorporated 7 Laser Lane Wallingford, CT 06492 (203) 269-1198 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copy to: Thomas A. Klee, Esq. Shipman & Goodwin LLP One American Row Hartford, CT 06103 (860) 251-5728 CALCULATION OF REGISTRATION FEE (1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h), the proposed maximum offering price per share is based on the average of the high and low price per share of $5.56 on August 24, 1998, as reported by the National Association of Securities Dealers Automated Quotation System. (2) Pursuant to Rule 429, includes 600,000 shares previously registered on Form S-8, Registration No. 333-32703, filed August 1, 1997.
- ------------------------------- --------------------- ------------------ -------------------- --------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION REGISTERED REGISTERED SHARE PRICE (1) FEE - ------------------------------- --------------------- ------------------ -------------------- --------------------- Common Stock, par value $0.01 300,000 shares $5.56 $1,668,000 $492.06 - ------------------------------- --------------------- ------------------ -------------------- --------------------- 2 STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 This Registration Statement relates to the registration of additional shares of Common Stock, par value $0.01 per share, of TransAct Technologies Incorporated, the same class of securities as registered on Form S-8 for TransAct Technologies Incorporated 1996 Stock Plan, File No. 333-32703. The contents of the prior Registration Statement are incorporated in this Registration Statement by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wallingford and State of Connecticut on the 26th day of August, 1998. TRANSACT TECHNOLOGIES INCORPORATED BY /S/ BART C. SHULDMAN -------------------------------------- BART C. SHULDMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE /s/ Bart C. Shuldman President, Chief Executive Officer August 26, 1998 - ------------------------------------- and Director Bart C. Shuldman (Principal Executive Officer) /s/ Richard L. Cote* Executive Vice President, Chief August 26, 1998 - ------------------------------------- Financial Officer, Secretary, Richard L. Cote Treasurer and Director (Principal Financial Officer) /s/ Steven A. DeMartino* Corporate Controller August 26, 1998 - ------------------------------------- (Principal Accounting Officer) Steven A. DeMartino /s/ Thomas R. Schwarz* Chairman of the Board and Director August 26, 1998 - ------------------------------------- Thomas R. Schwarz /s/ Graham Y. Tanaka* Director August 26, 1998 - ------------------------------------- Graham Y. Tanaka /s/ Charles A. Dill* Director August 26, 1998 - ------------------------------------- Charles A. Dill *By: /s/ Bart C. Shuldman --------------------------------- Attorney-in-Fact 4 EXHIBIT INDEX
Exhibit Number Description of Exhibits - -------------- ----------------------- 5.1 Opinion of Shipman & Goodwin LLP. 23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP. 23.2 Consent of Shipman & Goodwin LLP (included in Exhibit 5.1). 24.1 Powers of Attorney.
1 EXHIBIT 5.1 August 26, 1998 TransAct Technologies Incorporated 7 Laser Lane Wallingford, CT 06492 Ladies and Gentlemen: In connection with the proposed issuance by TransAct Technologies Incorporated (the "Company") of up to an additional 300,000 shares of its Common Stock, par value $0.01 per share (the "Shares"), pursuant to the Company's 1996 Stock Plan (the "Plan"), we have examined, as counsel to the Company, the Registration Statement on Form S-8 filed under the Securities Act of 1933 (the "Securities Act") and such other documents as we have deemed necessary or appropriate in order to express the opinion set forth below. In connection with our opinion hereinafter given, we have examined and relied upon originals, or copies, certified or otherwise, identified to our satisfaction, of such agreements, documents, certificates and other statements of government officials, corporate officers and representatives and other documents as we have deemed relevant and necessary as a basis for such opinion. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies. Based upon the foregoing, we are of the opinion that when (i) the Registration Statement shall have become effective, and (ii) the Shares shall have been issued and delivered against payment therefor in accordance with the terms of the Plan and as contemplated in the Registration Statement, the Shares will be legally and validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Shipman & Goodwin LLP Shipman & Goodwin LLP
1 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, 1998 appearing on page 15 of the TransAct Technologies Incorporated Annual Report on Form 10-K for the year ended December 31, 1997. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Hartford, Connecticut August 26, 1998
1 EXHIBIT 24.1 POWERS OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bart C. Shuldman and Richard L. Cote jointly and severally, his attorneys-in-fact, each with the power of substitution for him in any and all capacities, to sign the this Registration Statement filed by TransAct Technologies Incorporated on Form S-8 with respect to the TransAct Technologies Incorporated 1996 Stock Plan, and any and all amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. ----------------------------
SIGNATURE TITLE DATE /s/ Bart C. Shuldman President, Chief Executive Officer August 25, 1998 -------------------------------------- and Director Bart C. Shuldman (Principal Executive Officer) /s/ Richard L. Cote Executive Vice President, Chief August 25, 1998 -------------------------------------- Financial Officer, Secretary, Richard L. Cote Treasurer and Director (Principal Financial Officer) /s/ Steven A. DeMartino Corporate Controller August 25, 1998 -------------------------------------- (Principal Accounting Officer) Steven A. DeMartino /s/ Thomas R. Schwarz Chairman of the Board and Director August 25, 1998 -------------------------------------- Thomas R. Schwarz /s/ Graham Y. Tanaka Director August 25, 1998 -------------------------------------- Graham Y. Tanaka /s/ Charles A. Dill Director August 20, 1998 -------------------------------------- Charles A. Dill