0000902664-22-001454.txt : 20220210 0000902664-22-001454.hdr.sgml : 20220210 20220210170022 ACCESSION NUMBER: 0000902664-22-001454 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220210 DATE AS OF CHANGE: 20220210 GROUP MEMBERS: HARBERT DISCOVERY FUND GP, LLC GROUP MEMBERS: HARBERT FUND ADVISORS, INC. GROUP MEMBERS: HARBERT MANAGEMENT CORP GROUP MEMBERS: JACK BRYANT GROUP MEMBERS: KENAN LUCAS GROUP MEMBERS: RAYMOND HARBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSACT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001017303 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 061456680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51347 FILM NUMBER: 22615015 BUSINESS ADDRESS: STREET 1: ONE HAMDEN CENTER STREET 2: 2319 WHITNEY AVENUE, SUITE 3B CITY: HAMDEN STATE: CT ZIP: 06518 BUSINESS PHONE: 203-859-6800 MAIL ADDRESS: STREET 1: ONE HAMDEN CENTER STREET 2: 2319 WHITNEY AVENUE, SUITE 3B CITY: HAMDEN STATE: CT ZIP: 06518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harbert Discovery Fund, LP CENTRAL INDEX KEY: 0001626127 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HARBERT DISCOVERY FUND GP, LLC STREET 2: 2100 THIRD AVENUE NORTH, SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: HARBERT DISCOVERY FUND GP, LLC STREET 2: 2100 THIRD AVENUE NORTH, SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT MICROCAP PARTNERS FUND, LP DATE OF NAME CHANGE: 20141121 SC 13D/A 1 p22-0841sc13da.htm TRANSACT TECHNOLOGIES INCORPORATED
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 

TransAct Technologies Incorporated

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

892918103

(CUSIP Number)
 

Kevin A. McGovern, Esq.

c/o Harbert Discovery Fund, LP

2100 Third Avenue North

Suite 600

Birmingham, Alabama 35203

Telephone Number 205-987-5500

 

with a copy to:

 

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

February 8, 2022

(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 §§ 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 § 240.13d-7 for other parties to whom copies are to be sent.

 

(Page 1 of 11 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. 892918103 SCHEDULE 13D/APage 2 of 11 Pages

 

1

NAME OF REPORTING PERSON

Harbert Discovery Fund, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

640,168

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

640,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

640,168

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%*

14

TYPE OF REPORTING PERSON

PN

         

 

* Percent of class is calculated based on 9,835,379 shares of common stock, par value $0.01 (the “Shares”), of TransAct Technologies Incorporated (the “Issuer”) outstanding as of October 31, 2021, as reported as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 892918103 SCHEDULE 13D/APage 3 of 11 Pages

 

1

NAME OF REPORTING PERSON

Harbert Discovery Fund GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

640,168

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

640,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

640,168

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%*

14

TYPE OF REPORTING PERSON

OO

         

 

* Percent of class is calculated based on 9,835,379 Shares outstanding as of October 31, 2021, as reported as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 892918103 SCHEDULE 13D/APage 4 of 11 Pages

 

1

NAME OF REPORTING PERSON

Harbert Fund Advisors, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Alabama

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

640,168

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

640,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

640,168

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%*

14

TYPE OF REPORTING PERSON

IA, CO

         

 

* Percent of class is calculated based on 9,835,379 Shares outstanding as of October 31, 2021, as reported as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 892918103 SCHEDULE 13D/APage 5 of 11 Pages

 

1

NAME OF REPORTING PERSON

Harbert Management Corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Alabama

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

640,168

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

640,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

640,168

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%*

14

TYPE OF REPORTING PERSON

CO

         

 

* Percent of class is calculated based on 9,835,379 Shares outstanding as of October 31, 2021, as reported as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 892918103 SCHEDULE 13D/APage 6 of 11 Pages

 

1

NAME OF REPORTING PERSON

Jack Bryant

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

640,168

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

640,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

640,168

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%*

14

TYPE OF REPORTING PERSON

IN

         

 

* Percent of class is calculated based on 9,835,379 Shares outstanding as of October 31, 2021, as reported as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

CUSIP No. 892918103 SCHEDULE 13D/APage 7 of 11 Pages

 

1

NAME OF REPORTING PERSON

Kenan Lucas

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

640,168

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

640,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

640,168

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%*

14

TYPE OF REPORTING PERSON

IN

         

 

* Percent of class is calculated based on 9,835,379 Shares outstanding as of October 31, 2021, as reported as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

CUSIP No. 892918103 SCHEDULE 13D/APage 8 of 11 Pages

 

1

NAME OF REPORTING PERSON

Raymond Harbert

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

640,168

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

640,168

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

640,168

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%*

14

TYPE OF REPORTING PERSON

IN

         

 

* Percent of class is calculated based on 9,835,379 Shares outstanding as of October 31, 2021, as reported as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

 

 

CUSIP No. 892918103 SCHEDULE 13D/APage 9 of 11 Pages

 

Item 4. Purpose of Transaction
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  On February 8, 2022, 325 Master Fund and Harbert Fund (the “Record Stockholders”), collectively delivered a letter to the Issuer nominating two highly-qualified candidates, Audrey P. Dunning and Daniel M. Friedberg (collectively, the “Nominees”), for election to the Board at the 2022 annual meeting of stockholders of the Issuer (the “2022 Annual Meeting”).  In the letter, the Record Stockholders also submitted two non-binding proposals for consideration by stockholders at the 2022 Annual Meeting requesting, respectively, that the Board take all necessary steps in its power to (i) declassify the Board (in a manner that does not affect the unexpired terms of the previously elected directors) so that all directors are elected on an annual basis commencing at the next annual meeting of stockholders after the 2022 Annual Meeting and (ii) separate the Chairman and CEO roles, such that the position of Chairman of the Board may not be held by any individual who is also an officer of the Company.
 

 

CUSIP No. 892918103 SCHEDULE 13D/APage 10 of 11 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 10, 2022

 

HARBERT DISCOVERY FUND, LP
 
By: Harbert Discovery Fund GP, LLC,
its General Partner
 
By: Harbert Management Corporation,
its Managing Member
   
By: /s/ John McCullough 
Executive Vice President and
General Counsel
 
HARBERT DISCOVERY FUND GP, LLC*
 
By: Harbert Management Corporation,
its Managing Member
   
By: /s/ John McCullough 
Executive Vice President and
General Counsel
 
HARBERT FUND ADVISORS, INC.*
 
By: /s/ John McCullough
Executive Vice President and
General Counsel

 

CUSIP No. 892918103 SCHEDULE 13D/APage 11 of 11 Pages

 

HARBERT MANAGEMENT CORPORATION*
 
By: /s/ John McCullough
Executive Vice President and
General Counsel
   
By: /s/ Jack Bryant*
Jack Bryant
   
By: /s/ Kenan Lucas*
Kenan Lucas
   
By: /s/ Raymond Harbert*
Raymond Harbert

 

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the Act, or for any other purpose.