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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): February 10, 2022

 

 

 

TransAct Technologies Incorporated

(Exact name of registrant as specified in its charter)

 

 

Delaware 0-21121 06-1456680
(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. employer identification no.)

 

One Hamden Center  
2319 Whitney Ave, Suite 3B, Hamden, CT 06518
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (203) 859-6800

 

(Former Name or Former Address, if Changed Since Last Report): Not applicable.

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $.01 per share TACT NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

   
 

 

Item 8.01Other Events.

 

On February 10, 2022, TransAct Technologies Incorporated (the “Company”) issued a press release, a copy of which is filed as Exhibit 99.1.

 

Important Additional Information

 

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2022 Annual Meeting of Stockholders. The Company intends to file a definitive proxy statement and a WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at http://transacttech.gcs-web.com/sec-filings or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 on file with the SEC and in subsequent filings with the SEC. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2022 Annual Meeting of Stockholders. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at http://transacttech.gcs-web.com/sec-filings.

 

Forward Looking Statements

 

Certain statements included in this report and the accompanying press release are “forward-looking statements” within the meaning of the U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “plan” or “continue” or the negative thereof or other similar words.  The Company cautions readers not to place undue reliance on any such forward-looking statements, each of which involves certain risks and uncertainties, including, but not limited to, those listed in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and in other filings with the SEC.  Such risks and uncertainties could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements.  Any such risks and uncertainties may also be exacerbated by the ultimate impact of the COVID-19 pandemic and the emergence of virus variants, which is unknown at this time, including the scope, duration and extent of the pandemic, actions taken by governmental authorities and businesses in response to the pandemic and any resurgences or variants, vaccination rates and the direct and indirect impact of the pandemic on our employees, customers and third parties with which we conduct business, including difficulties or delays in manufacturing or delivery of inventory or other supply chain disruptions.  Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them to reflect the impact of subsequent events or circumstances, except as required by law. 

 

   
 

 

Item 9.01Financial Statements and Exhibits.

  

(d) Exhibits
   
99.1     Press Release, dated February 10, 2022.
   
104      Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

   
 

 

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
    President, Chief Financial Officer, Treasurer and Secretary
         

Date: February 11, 2022

 

 

 

 

 

 

 

 

Exhibit 99.1

 

TransAct Technologies Incorporated Confirms Receipt of Director Nominations

 

No Stockholder Action Required at This Time

 

HAMDEN, CT — (February 10, 2022) — TransAct Technologies Incorporated (“the Company”) (NASDAQ: TACT), a global leader in developing software-driven technology and printing solutions for high-growth markets, today confirmed the receipt of a nomination notice for two candidates to stand for election to the Company’s Board of Directors (the “Board”) at the Company’s 2022 Annual Meeting of Stockholders. Stockholders are not required to take any action at this time.

 

The Company issued the following statement:

 

TransAct Technologies has maintained an open dialogue with individuals from 325 Capital and Harbert Management Corporation and the Board of Directors welcomes open, constructive feedback regarding the common goal of driving value for all stockholders. TransAct Technologies remains focused on designing and executing a business strategy aligned with the best interests of the Company and all of its shareholders.

 

The Board will review the director nominations and, if appropriate, will present its formal recommendation regarding director nominations in the Company’s definitive proxy materials that will be filed with the Securities and Exchange Commission and mailed to shareholders eligible to vote at the 2022 Annual Meeting, which has not yet been scheduled.

 

About TransAct Technologies Incorporated

 

TransAct Technologies Incorporated is a global leader in developing software-driven technology and printing solutions for high-growth markets including food service, casino and gaming, POS automation, and oil and gas. The Company’s solutions are designed from the ground up based on customer requirements and are sold under the BOHA!™, AccuDate™, EPICENTRAL®, Epic®, Ithaca® and Printrex® brands. TransAct has sold over 3.3 million printers and terminals around the world and is committed to providing world-class service, spare parts and accessories to support its installed product base. Through the TransAct Services Group, the Company also provides customers with a complete range of supplies and consumable items both online at http://www.transactsupplies.com and through its direct sales team. TransAct is headquartered in Hamden, CT. For more information, please visit http://www.transact-tech.com or call (203) 859-6800.

 

BOHA! is a trademark of TRANSACT Technologies Incorporated. ©2021 TRANSACT Technologies Incorporated. All rights reserved.

 

 

 

Contacts:

 

Investor Relations Contacts:

Ryan Gardella

Ryan.Gardella@icrinc.com