SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
to
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Transact Technologies Incorporated
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
892918-10-3
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(CUSIP Number)
Mr. Niles Moser
210 Stokes Farm Road
Franklin Lakes, New Jersey 07417
Telephone: (201) 847-1832
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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December 2, 2003
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other
parties to whom copies are sent.
* 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 in 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, as amended (the "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
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1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Niles Moser
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3) SEC Use Only
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4) SOURCE OF FUNDS PF
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION USA
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NUMBER OF 7) SOLE VOTING POWER 0
SHARES ----------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 285,000*
OWNED BY ----------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER 0
REPORTING ----------------------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 285,000*
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,000*
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%
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14) TYPE OF REPORTING PERSON IN
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* Beneficial ownership of 157,500 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").
Beneficial ownership of an additional 127,500 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
Item 1 to the Reporting Persons' Schedule 13D filed on March 8, 2001, as
amended by Amendment No. 1 thereto filed on April 10, 2002 and by Amendment No.
2 thereto filed October 17, 2003, (the "Original Filing") is hereby incorporated
herein by this reference. Capitalized terms used but not otherwise defined
herein have the meaning given in the Original Filing.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 to the Original Filing is hereby deleted in entirety and amended
to provide as follows:
This Schedule 13D is filed on behalf of Mr. Niles Moser. Mr. Moser is
the sole member of POS Partners LLC, a New Jersey limited liability company
("POS"), and a U.S. citizen. Mr. Moser is referred to as the "Reporting Person."
The business address of the Reporting Person is 210 Stokes Farm Road,
Franklin Lakes, New Jersey 07417. The principal business of the Reporting Person
is investing.
The Reporting Person has not, 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
Item 3 to the Original Filing is hereby incorporated herein by this
reference, except that the term "Reporting Parties" is hereby deleted and
replaced with the term "Reporting Person".
ITEM 4. PURPOSE OF TRANSACTION
Item 4 to the Original Filing is hereby deleted in entirety and amended
to provide as follows:
The Reporting Person intends to hold all shares of Common Stock that
they may be deemed to beneficially own for investment. The Reporting Person may,
in the future, acquire or dispose of additional shares of Common Stock, but does
not presently intend to do so. This intention may change depending upon market
conditions or other circumstances.
The Reporting Person has no 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, the Reporting Person reserves the right to adopt such
plans or proposals, subject to applicable regulatory requirements, if any.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 to the Original Filing is hereby deleted in entirety and amended
to provide as follows:
(a) (i) As of the date of this Amendment, the Reporting Person may be
deemed to beneficially own the number of shares of Common Stock of the Issuer
described below:
1. Mr. Moser may be deemed to be the beneficial owner of
285,000 shares of Common Stock. Beneficial ownership of 285,000 shares of Common
Stock is being reported solely due to the fact that Mr. Moser is the sole member
in POS, which is the record owner of such 157,500 shares. Beneficial ownership
of an additional 127,500 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 4.9% 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
quarter ended on September 30, 2003, and assumes no exercise of warrants or
options or conversion of any convertible security by any person other than the
Reporting Person.
The Reporting Person disclaims the existence of a "group" between or
among him and the Partnership and between or among him 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) 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 157,500
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 127,500 shares of Common Stock
beneficially owned by the Partnership. See Item 6 hereof.
(c) During the 60 days ending on December 2, 2003, the Partnership
disposed of an aggregate of 15,000 shares of Common Stock, and Mr. Moser
disposed of an aggregate of 27,500 shares of Common Stock, for a combined
aggregate of 42,500 shares, by means of open market transactions on the dates
and at the prices per share set forth below:
Sales by Partnership
Date Number Price
October 7, 2003 2,000 $18.40
October 9, 2003 2,000 $18.96
October 10, 2003 500 $18.96
October 24, 2003 2,500 $21.00
October 24, 2003 2,500 $22.00
October 27, 2003 2,500 $23.00
October 30, 2003 2,500 $24.00
November 25, 2003 2,500 $25.06
December 2, 2003 2,500 $25.90
Sales by Mr. Moser
Date Number Price
October 7, 2003 2,500 $18.75
October 9, 2003 2,500 $18.99
October 16, 2003 2,500 $19.99
October 16, 2003 7,500 $21.00
October 24, 2003 2,500 $22.00
October 27, 2003 2,500 $23.00
October 30, 2003 2,500 $24.00
October 31, 2003 5,000 $24.92
November 24, 2003 7,500 $24.00
November 25, 2003 2,500 $25.96
December 1, 2003 2,500 $25.00
December 1, 2003 2,500 $25.95
(d) Not applicable.
(e) On December 2, 2003, as a result of the sales described in Item 5(c)
above, Mr. Moser ceased to be the beneficial owner of more than five percent of
the Issuer's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 to the Original Filing is hereby incorporated herein by this
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 to the Original Filing is hereby incorporated herein by this
reference.
Signature
-2-
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: December 4, 2003
/s/ Niles Moser
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NILES MOSER