8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 29, 2017

PAR Technology Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-09720	16-1434688
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (315) 738-0600

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))

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

(d)          On November 29, 2017, the Board of Directors of PAR Technology Corporation (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Douglas G. Rauch and Dr. James C. Stoffel to serve on the Board of Directors of the Company.  Each newly-appointed director will serve for a term expiring at the 2018 annual meeting of stockholders and until his successor is duly elected and qualified. Both of Mr. Rauch and Mr. Stoffel will serve on the Company’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.  Mr. Rauch has been appointed Chair of the Nominating and Corporate Governance Committee.  Dr. Stoffel has been appointed Chair of the Compensation Committee.  Messrs. Rauch and Stoffel will be eligible to receive compensation for their board and committee service consistent with that provided to all non-employee directors as generally described in the Company’s proxy statement for the 2017 annual meeting of stockholders; however, at this time, Messrs. Rauch and Stoffel have not been granted equity awards.

There were no arrangements or understandings between Messrs. Rauch or Stoffel and any other person with respect to their appointments to the Board of Directors.  There have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and in which Messrs. Rauch or Stoffel, or any member of their immediate families, had, or will have, a direct or indirect material interest.

Messrs. Rauch and Stoffel fill the vacancies created by the previously reported resignations of Paul Eurek and Todd E. Tyler, which resignations were effective as of November 29, 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	PAR Technology Corporation Press Release dated December 5, 2017

SIGNATURES

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 thereunto duly authorized.

	PAR TECHNOLOGY CORPORATION
	(Registrant)
Date:  December 5, 2017	/s/ Bryan A. Menar
	Bryan A. Menar
	Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

FOR RELEASE:	NEW HARTFORD, NY, December 5, 2017
CONTACT:	Christopher R. Byrnes (315) 738-0600ext. 6226
	cbyrnes@partech.com,  www.partech.com

PAR TECHNOLOGY CORPORATION

APPOINTS DOUGLAS G. RAUCH AND DR. JAMES C. STOFFEL

 TO BOARD OF DIRECTORS

New Hartford, NY- December 5, 2017 -- PAR Technology Corporation (NYSE: PAR) today announced that Douglas G. Rauch and Dr. James C. Stoffel have been appointed to the Company’s Board of Directors.

Mr. Rauch spent 31 years with Trader Joe’s Company, the last 14 years as a President.  He facilitated the growth of Trader Joe’s from a small nine-store chain in Southern California to a nationally acclaimed retail success story.  Mr. Rauch is also the Founder/President of Daily Table, an innovative non-profit retail solution tackling the issue of hunger/obesity, targeting over 49 million food insecure Americans.  He previously served as CEO of Conscious Capitalism, Inc., where he continues to serve as a Director.  Mr. Rauch is currently a trustee at Olin College of Engineering and serves as a director or as an advisory board member of several for profit and non-profit companies.

Dr. Stoffel is currently a General Partner of Trillium International, a private equity company managing investments in technology companies in the Unites States, Asia and Europe.  In addition, he serves as a Director and the Chairman of the Compensation Committee of Aviat Networks, Inc. (NASDAQ: AVNW), and is on the Board of Harris Corporation (NYSE: HRS).  Dr. Stoffel also served as Chairman of the Technology Advisory Committee at the Applied Science and Technology Research Institute (ASTRI), Hong Kong.  He has served as an international senior advisor to multiple private equity companies and was Chairman and CEO of a Trillium Group portfolio company.  Dr. Stoffel also was Chairman of the Board of the Information Technology Industry Council, Washington DC.  Dr. Stoffel also held several senior management positions at Eastman Kodak, including Senior Vice President of Research & Development, Chief Technology Officer.  Prior to joining Kodak, Dr. Stoffel was with Xerox Corporation for over 20 years and held a number of executive positions including Vice President & General Manager of Xerox Advance Imaging Business Unit as well as Vice President of Corporate Research & Technology.

Each newly appointed director will serve for a term expiring at the 2018 annual meeting of stockholders.  Both Mr. Rauch and Dr. Stoffel will serve on the Company’s Audit, Nominating and Corporate Governance and Compensation Committees. Messrs. Rauch and Stoffel replace PAR Board members Messrs. Todd Tyler and Paul Eurek who informed the Company of their intention to step down from the Board once duly qualified successors were appointed.

“I want to welcome Doug and Jim to our Board and I look forward to working with both of them,” said Dr. Donald H. Foley, the Company’s Chief Executive Officer, President and Director.  “Messrs. Rauch and Stoffel bring valuable hands-on experience in retail and technology to the Board.  Their experience as accomplished executives and business knowledge will be highly valued as the Company continues to enhance its offerings in the markets we serve.  We look forward to benefiting from their innovative, forward-thinking experience, adding unique and insightful perspectives to the Company’s vision and business strategies.”

ABOUT PAR TECHNOLOGY

PAR Technology Corporation’s stock is traded on the New York Stock Exchange under the symbol PAR. PAR’s Restaurant/Retail segment has been a leading provider of restaurant and retail technology for more than 30 years. PAR offers technology solutions for the full spectrum of restaurant operations, from large chain and independent table service restaurants to international quick service chains. Products from PAR also can be found in retailers, cinemas, cruise lines, stadiums and food service companies. PAR’s Government segment is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various federal agencies. For more information, visit https://www.partech.com/ or connect with PAR on Facebook and Twitter.

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