8-K

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): June 8, 2011

(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

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))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 6, 2011, the Board of Directors (the “Board”) of TransAct Technologies Incorporated (the “Company”) elected John M. Dillon to serve as a director of the Company.  Mr. Dillon was elected to serve until the 2012 Annual Meeting of Stockholders or until his successor has been duly elected and qualified.

There are no arrangements or understandings between Mr. Dillon and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Dillon has been appointed to the Audit Committee, the Compensation and Corporate Governance Committee, the Nominating Committee and the Executive Committee.

Mr. Dillon will participate in the current director compensation arrangements applicable to non-employee directors.  Under the terms of those arrangements, Mr. Dillon will receive a retainer of $9,000 for each fiscal quarter served as director as compensation for services rendered, will be reimbursed for reasonable out-of-pocket expenses associated with his service on the Board and will receive an annual grant of 7,500 stock options, pursuant to the terms of the Company’s 2005 Equity Incentive Plan.  In addition, Mr. Dillon received an initial grant of 10,000 stock options upon his appointment to the Board on June 6, 2011.  The stock options vest at the rate of 25% per year beginning on the first anniversary of the date of grant.

Item 5.07  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of the Company held on May 27, 2011, the Company’s stockholders voted on the following proposals:

Proposal 1:  Election of Directors

To elect Thomas R. Schwarz and Bart C. Shuldman as directors of the Company to serve until the 2014 Annual Meeting of Stockholders or until each director’s successor has been duly elected and qualified:

	For	Withheld	Broker Non-Votes
Thomas R. Schwarz	2,305,554	301,655	5,581,292
Bart C. Shuldman	2,325,569	281,640	5,581,292

Proposal 2:  Ratification of Independent Registered Public Accounting Firm

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011:

For	Against	Abstain
8,169,188	15,678	3,635

 

Item 9.01  Financial Statements and Exhibits

(d) Exhibits:

Exhibit	Description
99.1	Press Release dated June 8, 2011 of TransAct Technologies Incorporated

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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: June 8, 2011

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EXHIBIT LIST

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release dated June 8, 2011 of TransAct Technologies Incorporated

 

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EX-99.1

JOHN M. DILLON JOINS TRANSACT’S BOARD OF DIRECTORS

HAMDEN, CT – June 8, 2011 – TransAct Technologies Incorporated (NASDAQ: TACT), a global leader in market-specific printers for transaction-based industries, today announced that John M. Dillon has joined its Board of Directors, effective immediately.  Mr. Dillon brings to the Board more than 30 years of software and technology experience, including tenure as Chief Executive Officer with several leading technology companies.

“We are excited to have John join our Board of Directors, and his vast experience and leadership in the software and technology industry will be a perfect fit as we continue to expand our product offerings into the software space,” said Bart C. Shuldman, Chairman and Chief Executive Officer of TransAct Technologies.  “As we introduce software solutions such as our new EPICENTRAL™ Print System to the market, John will be able to provide the Board with a firm understanding of our business initiatives and how they will meet the needs of our customers.”

Mr. Dillon is currently the CEO of Engine Yard, Inc., the leading provider of automation technologies and services for Ruby on Rails, an open-source web framework.  Prior to joining Engine Yard, Mr. Dillon served as CEO for Navis, Inc., a private company specializing in software systems for operating large Marine Container Terminals and distribution centers, from 2002-2008.  Before Navis, he also served as CEO for Salesforce.com and President and CEO of Hyperion Solutions.  He began his career as a Systems Engineer for EDS (Electronic Data Systems) and then moved into a variety of sales management positions for various high-tech companies, including Oracle Corporation.  Mr. Dillon holds a Bachelor’s degree in Engineering from the United States Naval Academy and an MBA from Golden Gate University.  He served on active duty in the nuclear submarine service for five years before beginning his civilian career.

About TransAct Technologies Incorporated

TransAct Technologies Incorporated (NASDAQ: TACT) is a leader in developing and manufacturing market-specific printers for transaction-based industries. These industries include casino, gaming, lottery, banking, kiosk and point-of-sale.  Each individual market has distinct, critical requirements for printing and the transaction is not complete until the receipt and/or ticket is produced.  TransAct printers are designed from the ground up based on market specific requirements and are sold under the Ithaca® and Epic product brands.  TransAct distributes its printers through OEMs, value-added resellers, selected distributors, and direct to end-users.  TransAct has over two million printers installed around the world.  TransAct is committed to world-class printer service, spare parts and accessories required by a growing worldwide installed base of printers.  Beyond printers, TransAct is a leader in providing printing supplies to the full transaction printer market.  Through its TransAct Services Group, TransAct provides a complete range of supplies and consumables items used in the printing and scanning activities of customers in the hospitality, banking, retail, gaming and government markets.  Through its webstore, http://www.transactsupplies.com, and a direct selling team, TransAct addresses the on-line demand for these products.  TransAct is headquartered in Hamden, CT.  For more information on TransAct, visit http://www.transact-tech.com or call 203.859.6800.

Forward-Looking Statements:

Certain statements in this press release include forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe” or “continue” or the negative thereof or other similar words. All forward-looking statements involve risks and uncertainties, including, but are not limited to, customer acceptance and market share gains, both domestically and internationally, in the face of substantial competition from competitors that have broader lines of products and greater financial resources; introduction of new products into the marketplace by competitors; successful product development; dependence on significant customers; dependence on significant vendors; dependence on a sole source contractor manufacturer for the assembly of a large portion of our products in China; the ability to protect intellectual property; the ability to recruit and retain quality employees as the Company grows; dependence on third parties for sales outside the United States, including Australia, New Zealand, Europe, Latin America and Asia; economic and political conditions in the United States, Australia, New Zealand, Europe, Latin America and Asia; marketplace acceptance of new products; risks associated with foreign operations; availability of third-party components at reasonable prices; price wars or other significant pricing pressures affecting the Company's products in the United States or abroad; and risks associated with potential future acquisitions. Actual results may differ materially from those discussed in, or implied by, the forward-looking statements. The forward-looking statements speak only as of the date of this release and the Company assumes no duty to update them to reflect new, changing or unanticipated events or circumstances.

Contact:

TransAct Technologies Incorporated

Steven DeMartino, President and Chief Financial Officer

203-859-6810

ICR Inc.

William Schmitt

203-682-8200