Delaware (State or other jurisdiction of incorporation or organization) | | | 16-1434688 (I.R.S. Employer Identification Number) |
Boris Dolgonos Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 (212) 351-4000 | | | Cathy King Vice President, General Counsel & Corporate Secretary PAR Technology Park 8383 Seneca Turnpike New Hartford, New York 13413 (315) 738-0600 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
Title of Each Class of Securities To Be Registered | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price Per Unit | | | Proposed Maximum Aggregate Offering Price | | | Amount of Registration Fee(4) |
Common Stock, $0.02 par value per share | | | 2,352,942 | | | $82.74(2) | | | $194,682,421.08(2) | | | $21,239.85 |
Common Stock $ 0.02 par value per share, issuable upon exercise of a Warrant | | | 500,000 | | | $72.89(3) | | | $36,445,684.32(3) | | | $3,976.23 |
Total | | | 2,852,942 | | | N/A | | | $231,128,105.40 | | | $25,216.08 |
(1) | The shares of common stock will be offered for resale by the selling stockholders named herein pursuant to the prospectus contained herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such additional number of shares of common stock issuable upon stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events, with respect to the shares of common stock being registered pursuant to this registration statement. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price were based upon the average of the high $84.73 and low $80.75 sales prices of the registrant’s common stock on April 30, 2021, as reported on the New York Stock Exchange, relating to the 2,352,942 shares of common stock that were previously registered. |
(3) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act. Of this amount, $1,982.06 was previously paid. The proposed maximum offering price per share and proposed maximum aggregate offering price were based upon the average of the high $84.73 and low $80.75 sales prices of the registrant’s common stock on April 30, 2021, as reported on the New York Stock Exchange, with respect to the 219,572 shares that were previously registered; and the average of the high $66.54 and low $63.82 sales prices of the registrant’s common stock on June 3, 2021, as reported on the New York Stock Exchange, with respect to the additional 280,428 shares of common stock being registered hereby. |
(4) | Includes a registration fee of $23,221.91 paid with respect to the 2,572,514 shares of common stock listed in the “Calculation of Registration Fee” table for the registration statement as initially filed on May 4, 2021. An additional registration fee of $1,994.17 is being paid with respect to the additional 280,428 shares of common stock being registered hereby. |
• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 16, 2021; |
• | the portions of our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, as filed with the SEC on April 19, 2021, that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2020; |
• | our Quarterly Report on Form 10-Q for the three months ended March 31, 2021, as filed with the SEC on May 10, 2021; |
• | our Current Reports on Form 8-K or Form 8-K/A as filed with the SEC on February 17, 2021, March 8, 2021, March 8, 2021, April 8, 2021, April 12, 2021 and June 8, 2021; and |
• | the description of our common stock included in our registration statement on Form 8-B (File No. 00135987) filed on August 23, 1993, pursuant the Exchange Act, as updated by Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 16, 2021 and including any amendments and reports filed for the purpose of updating such description. |
| | Number of Shares of Common Stock Beneficially Owned Prior to this Offering | | | Number of Shares of Common Stock Offered Hereby | | | Number of Shares of Common Stock Beneficially Owned After this Offering | |||||||
Name of Selling Stockholder | | | Number | | | Percentage | | | Number | | | Percentage | |||
PAR Act III, LLC(1) | | | 573,530(2) | | | 2.17% | | | 573,530 | | | — | | | —% |
T. Rowe Price Small-Cap Stock Fund, Inc.(3) | | | 953,391 | | | 3.61% | | | 953,391 | | | — | | | —% |
T. Rowe Price Institutional Small-Cap Stock Fund(3) | | | 567,071 | | | 2.15% | | | 555,173 | | | 11,898 | | | —% |
T. Rowe Price Spectrum Conservative Allocation Fund(3) | | | 7,454 | | | * | | | 7,454 | | | — | | | —% |
T. Rowe Price Spectrum Moderate Allocation Fund(3) | | | 11,684 | | | * | | | 11,684 | | | — | | | —% |
T. Rowe Price Spectrum Moderate Growth Allocation Fund(3) | | | 21,153 | | | * | | | 21,153 | | | — | | | —% |
T. Rowe Price Moderate Allocation Portfolio(3) | | | 883 | | | * | | | 883 | | | — | | | —% |
U.S. Small-Cap Stock Trust(3) | | | 48,091 | | | * | | | 48,091 | | | — | | | —% |
TD Mutual Funds - TD U.S. Small-Cap Equity Fund(3) | | | 38,133 | | | * | | | 38,133 | | | — | | | —% |
T. Rowe Price U.S. Small-Cap Core Equity Trust(3) | | | 313,949 | | | 1.19% | | | 292,819 | | | 21,130 | | | —% |
Minnesota Life Insurance Company(3) | | | 11,784 | | | * | | | 11,784 | | | — | | | —% |
Costco 401(k) Retirement Plan(3) | | | 49,643 | | | * | | | 49,643 | | | — | | | —% |
MassMutual Select Funds - MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund(3) | | | 12,552 | | | * | | | 12,552 | | | — | | | —% |
T. Rowe Price Small-Cap Value Fund, Inc.(3) | | | 192,603 | | | * | | | 192,603 | | | — | | | —% |
| | Number of Shares of Common Stock Beneficially Owned Prior to this Offering | | | Number of Shares of Common Stock Offered Hereby | | | Number of Shares of Common Stock Beneficially Owned After this Offering | |||||||
Name of Selling Stockholder | | | Number | | | Percentage | | | Number | | | Percentage | |||
T. Rowe Price U.S. Small-Cap Value Equity Trust(3) | | | 66,590 | | | * | | | 66,590 | | | — | | | —% |
T. Rowe Price U.S. Equities Trust(3) | | | 3,656 | | | * | | | 3,656 | | | — | | | —% |
MassMutual Select Funds - MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund(3) | | | 2,329 | | | * | | | 2,329 | | | — | | | —% |
* | Less than 1% |
(1) | PAR Act III, LLC is a subsidiary of Act III Holdings, LLC, which is majority owned and controlled by limited liability companies either controlled by Ronald M. Shaich or wholly owned by trusts established by Ronald M. Shaich. Each of PAR Act III, LLC and Act III Holdings, LLC is solely managed by its manager, Act III Management, LLC, which is owned by trusts established by Ronald M. Shaich and solely managed by its manager, Ronald M. Shaich. Mr. Shaich is the Chief Executive Officer of PAR Act III, LLC and has voting and investment power over PAR Act III, LLC’s shares of common stock, the Warrant, and the shares of common stock underlying the Warrant. Keith Pascal is a member of our Board of Directors and is also a member of PAR Act III, LLC and serves as its Vice President and Secretary. In addition, Mr. Shaich currently serves as a Board observer pursuant to the Investor Rights Agreement (as defined below). The address of PAR Act III, LLC is 23 Prescott Street, Brookline, MA 02446. |
(2) | Consists of 73,530 shares of common stock and 500,000 shares of common stock issuable upon exercise of the Warrant. |
(3) | T. Rowe Price Associates, Inc. (“TRPA”) serves as investment adviser or subadviser, as applicable, with power to direct investments and/or sole power to vote the securities owned by the selling stockholder, as well as securities owned by certain other individual and institutional investors. For purposes of reporting requirements of the Exchange Act, TRPA may be deemed to be the beneficial owner of all of the shares held by the selling stockholder; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. TRPA is the wholly-owned subsidiary of T. Rowe Price Group, Inc., which is a publicly-traded financial services holding company. T. Rowe Price Investment Services, Inc. (“TRPIS”), a registered broker-dealer (and FINRA member), is a subsidiary of TRPA. TRPIS was formed primarily for the limited purpose of acting as the principal underwriter of shares of the funds in the T. Rowe Price fund family. TRPIS does not engage in underwriting or market-making activities involving individual securities. The address of the selling stockholder is c/o T. Rowe Price, Associates, Inc., 100 E. Pratt Street, Baltimore, MD 21202. |
• | any derivative action or proceeding brought on our behalf; |
• | any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, or agents to us or our stockholders; |
• | any action asserting a claim against us arising pursuant to any provision of the DGCL or our Certificate of Incorporation or Bylaws; or |
• | any action asserting a claim governed by the internal affairs doctrine. |
• | through the New York Stock Exchange or any other securities exchange that quotes the common stock; |
• | in the over-the-counter market; |
• | in transactions other than on those exchanges or in the over-the-counter market (including negotiated transactions and other private transactions); |
• | in short sales (sales of shares completed by delivery of borrowed stock) of the common stock, in transactions to cover short sales or otherwise in connection with short sales; |
• | by pledge to secure debts and other obligations or on foreclosure of a pledge; |
• | through put or call options, including the writing of exchange-traded call options, or other hedging transactions related to the common stock; |
• | in a combination of any of the above transactions; or |
• | any other method permitted pursuant to applicable law. |
• | enter into transactions with a broker-dealer or any other person in connection with which such broker-dealer or other person will engage in short sales of common stock, in which case such broker-dealer or other person may use shares of common stock received from the selling stockholder to close out its short positions; |
• | sell common stock short itself and redeliver shares offered by this prospectus to close out its short positions or to close out stock loans incurred in connection with its short positions; |
• | enter into option or other types of transactions that require the selling stockholder to deliver common stock to a broker-dealer or any other person, who will then resell or transfer the common stock under this prospectus; or |
• | loan or pledge the common stock to a broker-dealer or any other person, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares under this prospectus. |
• | a block trade in which a broker-dealer or other person may resell a portion of the block, as principal or agent, in order to facilitate the transaction; |
• | purchases by a broker-dealer or other person, as principal, and resale by the broker-dealer or other person for its account; or |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers. |
Item 14. | Other Expenses of Issuance and Distribution. |
| | Amount To Be Paid | |
SEC registration fee | | | $25,216.08 |
Legal fees and expenses | | | $40,000.00 |
Accounting fees and expenses | | | $55,000.00 |
Miscellaneous expenses | | | $2,000.00 |
Total | | | $122,216.08 |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
| | | | Description of Exhibit Incorporated Herein by Reference | ||||||||||||||
Exhibit Number | | | Exhibit Description | | | Form | | | File No. | | | Filing Date | | | Exhibit Number | | | Filed Herewith |
4.1 | | | Specimen Stock Certificate | | | | | 333-04077 | | | May 20, 1996 | | | 4 | | | ||
| | Registration Rights Agreement, dated April 8, 2021, between PAR Technology Corporation and PAR Act III, LLC | | | 8-K | | | 001-09720 | | | April 8, 2021 | | | 10.4 | | | ||
| | Registration Rights Agreement, dated April 8, 2021, among PAR Technology Corporation and certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser | | | 8-K | | | 001-09720 | | | April 8, 2021 | | | 10.5 | | | ||
| | Securities Purchase Agreement, dated April 8, 2021, between PAR Technology Corporation and PAR Act III, LLC | | | 8-K | | | 001-09720 | | | April 8, 2021 | | | 10.2 | | | ||
| | Securities Purchase Agreement, dated April 8, 2021, among PAR Technology Corporation and certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser | | | 8-K | | | 001-09720 | | | April 8, 2021 | | | 10.3 | | | ||
| | Investor Rights Agreement, dated April 8, 2021, between PAR Technology Corporation and PAR Act III, LLC. | | | 8-K | | | 001-09720 | | | April 8, 2021 | | | 10.6 | | | ||
| | Common Stock Purchase Warrant, dated April 8, 2021, in favor of PAR Act III, LLC. | | | 8-K | | | 001-09720 | | | April 8, 2021 | | | 10.7 | | | ||
| | Opinion of Gibson, Dunn & Crutcher LLP | | | | | | | | | | | X | |||||
| | Consent of Deloitte & Touche LLP | | | | | | | | | | | X | |||||
| | Consent of BDO USA, LLP | | | | | | | | | | | X | |||||
| | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) | | | | | | | | | | | X | |||||
| | Power of Attorney (previously filed) | | | | | | | | | | |
Item 17. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser; |
(6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
| | PAR TECHNOLOGY CORPORATION | ||||
| | | | |||
| | By: | | | /s/ Savneet Singh | |
| | Name: | | | Savneet Singh | |
| | Title: | | | Chief Executive Officer & President (Principal Executive Officer) |
Signature | | | Title | | | Date |
| | | | |||
/s/ Savneet Singh | | | Chief Executive Officer & President and Director (Principal Executive Officer) | | | June 9, 2021 |
Savneet Singh | | | ||||
| | | | |||
/s/ Bryan A. Menar | | | Chief Financial and Accounting Officer (Principal Financial and Accounting Officer) | | | June 9, 2021 |
Bryan A. Menar | | | ||||
| | | | |||
* | | | Director | | | June 9, 2021 |
Keith E. Pascal | | | ||||
| | | | |||
* | | | Director | | | June 9, 2021 |
Cynthia A. Russo | | | ||||
| | | | |||
/s/ Narinder Singh | | | Director | | | June 9, 2021 |
Narinder Singh | | | ||||
| | | | |||
* | | | Director | | | June 9, 2021 |
Douglas G. Rauch | | | ||||
| | | ||||
* | | | Director | | | June 9, 2021 |
James C. Stoffel | | |
* | | | By: | | | /s/ Savneet Singh | | | |
| | Name: | | | Savneet Singh | | | ||
| | Title: | | | Attorney-in-fact | | |
Re: |
PAR Technology Corporation
Registration Statement on Form S-3 |
1. |
the Issued Shares are validly issued, fully paid and non-assessable; and
|
2. |
The Warrant Shares, when issued pursuant to the terms of the Warrant and for the consideration specified therein, will be validly issued, fully paid and non-assessable.
|
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