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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): December 2, 2020
TRANSACT TECHNOLOGIES INC
(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 |
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2319 Whitney Avenue, 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 $0.01 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On December 2, 2020, Thomas R. Schwarz, a member of the Board of Directors (the “Board”) of TransAct Technologies Incorporated (the “Company”), notified the Board of his intention to retire from the Board no later than December 31, 2021. Mr. Schwarz’s retirement from the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On December 7, 2020, the Company issued a press release announcing Mr. Schwarz’s retirement from the Board and the Company’s intention to submit a precatory proposal at the Company’s 2021 Annual Meeting of Shareholders to solicit input from the Company’s shareholders on whether to declassify the Board. A copy of the press release is furnished herewith as Exhibit 99.1.
The foregoing information is being furnished pursuant to Item 7.01 “Regulation FD Disclosure” of Form 8-K. Such information, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
Press Release, dated December 7, 2020. |
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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.
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TRANSACT TECHNOLOGIES INCORPORATED |
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By: |
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/s/ David B. Peters |
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David B. Peters |
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Vice President & Chief Accounting Officer |
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Date: December 7, 2020