View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Transact Technologies Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
892918-10-3
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Niles Moser
210 Stokes Farm Road
Franklin Lakes, New Jersey 07417
Telephone: (201) 847-1832
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
- --------------------------------------------------------------------------------
February 27, 2001
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_| .
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
- -----------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 892918-10-3 SCHEDULE 13D Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
POS Partners LLC
I.R.S. Identification No. 06-1610270
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
300,000*
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 300,000*
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* The Reporting Person is a limited liability company whose sole member is
Mr. Niles Moser. On March 5, 2001, Mr. Moser transferred to the Reporting Person
record ownership of all 300,000 shares of common stock owned of record by Mr.
Moser after Mr. Moser's acquisition of an aggregate of 23,600 shares on February
26, 27 and 28, 2001.
CUSIP NO. 892918-10-3 SCHEDULE 13D Page 3 of 7 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Niles Moser
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 420,000*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
420,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
420,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Beneficial ownership of 300,000 shares of common stock reported hereunder
is being reported solely due to the fact that the Reporting Person is the sole
member of POS Partners LLC, a New Jersey limited liability company ("POS"). On
March 5, 2001, the Reporting Person transferred to POS record ownership all
300,000 shares owned of record by him after the Reporting Person's acquisition
of an aggregate of 23,600 shares on February 26, 27 and 28, 2001. Beneficial
ownership of an additional 120,000 shares of common stock reported hereunder is
being reported solely due to the fact that the Reporting Person is a partner in
Mogen Investment, a New Jersey general partnership (the "Partnership"). The
Reporting Person expressly disclaims beneficial ownership of any shares
beneficially owned by the Partnership. See Items 5 and 6 hereof.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the beneficial ownership of the common
stock, $.01 par value per share (the "Common Stock"), of Transact Technologies,
Incorporated, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 7 Laser Lane, Wallingford, Connecticut,
06492.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of POS Partners LLC, a
newly-formed New Jersey limited liability company ("POS"), and Mr. Niles Moser.
Mr. Moser is the sole member of POS and a U.S. citizen. POS and Mr. Moser are
together referred to as the "Reporting Persons."
The business address of the Reporting Persons is 210 Stokes Farm
Road, Franklin Lakes, New Jersey 07417. The principal business of the Reporting
Persons is investing.
Neither of the Reporting Persons has, during the last five years,
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Moser used personal funds to acquire all 300,000 shares of
Common Stock previously owned of record by him. On March 5, 2001, Mr. Moser
transferred to POS record ownership of all such shares in connection with the
formation of POS. Mr. Moser presently intends to conduct any future investment
activities in the Issuer's Common Stock, including any purchases or sales of
Common Stock, through POS. The Reporting Parties presently intend that POS will
use working capital or capital contributions to acquire any additional shares of
Common Stock. Such intentions may change depending upon market conditions or
other circumstances.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons intend to hold all shares of Common Stock that
they may be deemed to beneficially own for investment. The Reporting Persons
may, in the future, acquire or dispose of additional shares of Common Stock, but
they do not presently intend to do so. This intention may change depending upon
market conditions or other circumstances.
Neither of the Reporting Persons has any present plans or proposals
that relate to or would result in transactions of the kind described in
paragraphs (a) through (j) of Item 4 of Rule 13D-101 under the Securities
Exchange Act of 1934, as amended. In the future, however, each of the Reporting
Persons reserves the right to adopt such plans or proposals, subject to
applicable regulatory requirements, if any.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (i) As of the date of this Schedule, each of the Reporting
Persons may be deemed to beneficially own the number of shares of Common Stock
of the Issuer described below:
1. POS may be deemed to be the beneficial owner of 300,000
shares of Common Stock, of which POS is the record owner. By virtue thereof, POS
may be deemed to beneficially own 5.4% of Issuer's Common Stock.
2. Mr. Moser may be deemed to be the beneficial owner of
420,000 shares of Common Stock. Beneficial ownership of 300,000 shares of Common
Stock is being reported solely due to the fact that Mr. Moser, who transferred
his record ownership in such shares on March 5, 2001, is the sole member in POS.
Beneficial ownership of an additional 120,000 shares of common stock reported
hereunder is being reported solely due to the fact that Mr. Moser is a partner
in Mogen Investment, a New Jersey general partnership (the "Partnership"). Mr.
Moser expressly disclaims beneficial ownership of all shares beneficially owned
by the Partnership. See Item 6 hereof. By virtue thereof, Mr. Moser may be
deemed to beneficially own 7.5% of Issuer's Common Stock.
The above percentages are computed based on the number of
outstanding shares of Common Stock reported by the Issuer in its Report on Form
10-Q for the quarterly period ended on September 23, 2000, and assumes no
exercise of warrants or options or conversion of any convertible security by any
person other than the Reporting Persons.
Each of the Reporting Persons disclaims the existence of a "group"
between or among either of them and the Partnership and between or among either
of them and any or all of the other partners in the Partnership, in each case
within the meaning of Section 13(d)(3) of the Exchange Act.
(b) (i) POS may be deemed to have sole voting and dispositive power
with respect to the 300,000 shares of Common Stock it may be deemed to
beneficially own.
(ii) By reason of Mr. Moser's status as sole member of POS,
Mr. Moser may be deemed to have sole voting and dispositive power with respect
to the 300,000 shares of Common Stock POS may be deemed to beneficially own. By
reason of Mr. Moser's status as a general partner in the Partnership, Mr. Moser
may be deemed to share the power to vote and dispose of the 120,000 shares of
Common Stock beneficially owned by the Partnership. See Item 6 hereof.
(c) Mr. Moser acquired (i) 13,800 shares of Common Stock on February
26, 2001 for a price per share of $5.05, (ii) 7,200 shares of Common Stock on
February 27, 2001 for a price per share of $4.93, and (iii) 2,600 shares of
Common Stock on February 28, 2001 for a price per share of $5.05. On March 5,
2001, Mr. Moser transferred record ownership to POS of all 300,000 shares of
Common Stock owned of record by him.
-2-
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
A letter dated January 1, 1997 from Mr. Moser to the Partnership provides,
in summary, among other things, that the Partnership shall "independently make
its decisions with respect to" the Issuer's Common Stock, and that Mr. Moser
"will not be involved in any decision to buy, to sell, or how to vote" shares of
the Issuer's Common Stock held by the Partnership.
Such summary is qualified in entirety by reference to the full text
of such letter, which is attached as an Exhibit to this Schedule 13D, and which
is incorporated into this Item in entirety by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Letter dated January 1, 1997 from Niles Moser to Mogen
Investment.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 8, 2001
/s/ Niles Moser
---------------------------
NILES MOSER
POS PARTNERS LLC
By:/s/ Niles Moser
------------------------
Niles Moser, Member
-3-
EXHIBIT A
---------
Niles Moser
210 Stokes Farm Road
Franklin Lakes, NJ 07417
January 1, 1997
Mogen Investment
100 Fisher Road
Mahwah, New Jersey 07420
Dear Sirs:
This is to confirm that my interests in Transact Technologies, Inc. are
separate and distinct from any interest that Mogen Investment may wish to
acquire in that stock. As a general partner in Mogen Investment there is
potential for overlap of my interests and those of the other partners.
We have agreed, Mogen Investment shall independently make its decisions
with respect to this stock. In doing so, I will not be involved in any decision
to buy, to sell, or how to vote interests at shareholder and/or other meetings.
Similarly, I shall independently make my decisions with respect to this stock.
In doing so, Mogen Investments will not be involved in any decision to buy, to
sell, or how to vote my interests in shareholder and/or other meetings.
Please keep this letter on file with the Mogen Investment stock records.
Very truly yours,
/s/ Niles Moser
Niles Moser