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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): May 1, 2023

 

 

 

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)

¨ 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 1.01Entry into a Material Definitive Agreement.

 

On May 1, 2023, TransAct Technologies Incorporated (the “Company”) and Siena Lending Group LLC (the “Lender”) entered into a letter agreement (the “Amendment”) amending the Loan and Security Agreement, dated as of March 13, 2020, between the Lender and the Company, as amended (the “Loan Agreement”). The Amendment does not modify the aggregate amount of the revolving commitment or the interest rate applicable to the loans pursuant to the Loan Agreement.

 

Prior to the effectiveness of the Amendment, Section 7.1(m)(i) of the Loan Agreement provided that if Bart Shuldman, the former Chief Executive Officer (“CEO”) of the Company, ceased to serve in such capacity, it would constitute an event of default under the Loan Agreement unless a successor CEO reasonably satisfactory to the Lender was appointed within 60 days thereafter. In light of the recent departure of Mr. Shuldman as CEO of the Company, the appointment of John M. Dillon to serve as his successor, and the Company’s receipt of confirmation from the Lender of its satisfaction with Mr. Dillon as successor, the parties entered into the Amendment solely to revise Section 7.1(m)(i) of the Loan Agreement to replace the reference to “Bart Shuldman” with “John M. Dillon.” The Amendment does not change any other terms or conditions in the Loan Agreement.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information contained in Item 1.01 is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

10.1Letter Amendment, dated May 1, 2023, to Loan and Security Agreement between Siena Lending Group LLC and TransAct Technologies Incorporated

 

104Cover 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 &  
    Secretary  

 

Date: May 4, 2023

 

 

 

 

 

 

 

Exhibit 10.1

 

SIENA LENDING GROUP LLC

9 W Broad Street, 5th Floor

Stamford, Connecticut 06902

 

May 1, 2023

 

TransAct Technologies Incorporated

2319 Whitney Avenue, Suite 3B

Hamden, Connecticut 06518

Attention: Steven A. DeMartino, President and Chief Financial Officer

 

Re: Letter Amendment

 

Ladies and Gentlemen:

 

Reference is made to that certain Loan and Security Agreement dated as of March 13, 2020, as amended (the “Loan Agreement”) by and between Siena Lending Group LLC (“Lender”) and TransAct Technologies Incorporated, a Delaware corporation (“Borrower”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

It has recently come to Lender’s attention that Bart Shuldman resigned his position as chief executive officer of Borrower and that the Board of Directors appointed John M. Dillon to succeed Mr. Shuldman. Section 7.1(m) of the Loan Agreement requires that any successor to Mr. Shuldman must be reasonably acceptable to Lender. Lender has previously confirmed that Mr. Dillon is an acceptable successor to Mr. Shuldman, but requires an amendment to Section 7.1(m) to reflect this change.

 

Lender and Borrower hereby agree that Section 7.1(m)(i) of the Loan Agreement is amended to replace the reference to “Bart Shuldman” with “John M. Dillon”.

 

All other terms and conditions of the Loan Agreement shall remain in full force and effect. All references in the Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement as amended hereby; and any and all references in the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby. This letter amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

 

Kindly indicate your agreement with the terms of this letter by signing in the space provided below and returning a countersigned copy to my attention.

 

  Very truly yours,
   
  SIENA LENDING GROUP LLC
   
     
  By:   /s/ Steven Sanicola
  Name:   Steven Sanicola
  Title:   Authorized Signatory
       
       
  By:   /s/ Keith Holler
  Name:   Keith Holler
  Title:   Authorized Signatory

 

   
 

 

Acknowledged and agreed as of May 1, 2023:

 

  TRANSACT TECHNOLOGIES INCORPORATED
   
   
  By:   /s/ Steven A. DeMartino
  Name:   Steven A. DeMartino
  Title:   President and CFO

 

 

Signature page to letter agreement