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) May 23, 2006

Transcat, Inc.

  (Exact name of registrant as specified in its charter)

Ohio	000-03905	16-0874418
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
35 Vantage Point Drive, Rochester, New York		14624
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 585-352-7777

  (Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     The information regarding Mr. Zimmer set forth under Item 5.02 is incorporated herein by reference.

Item. 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     A.  Appointment of Charles P. Hadeed as President

     On May 23, 2006, Charles P. Hadeed was named President of Transcat, Inc. (“Transcat”) succeeding Carl E. Sassano. Mr. Sassano will continue to serve as Transcat’s Chairman of the Board and Chief Executive Officer and Mr. Hadeed, in addition to serving as President, will continue to serve as Transcat’s Chief Operating Officer.

     Mr. Hadeed, age 56, joined Transcat in April 2002 as Vice President of Finance and Chief Financial Officer. In addition to those responsibilities, he was named Chief Operating Officer in October 2004. Prior to joining Transcat, he served as Vice President-Healthcare Ventures Group with Henry Schein Inc. Prior to that, he served as Group Vice President-Operations at Del Laboratories Inc., and in various executive positions, including Vice President-Global Lens Care Operations, President-Oral Care Division, Vice President-Operations-Personal Products Division and Vice President/Controller-Personal Products Division during his 20 year career at Bausch & Lomb, Inc.

     Transcat and Mr. Hadeed are not parties to an employment agreement, however, on April 19, 2006, Transcat entered into an Amended and Restated Agreement for Severance Upon Change in Control with Mr. Hadeed. Pursuant to this agreement, if a change in control of Transcat occurs and Mr. Hadeed’s employment is terminated for any reason (other than voluntary resignation, death, disability, or retirement, or termination by Transcat for certain reasons) during the period beginning with the agreement for or announcement of a proposed change in control and ending 24 months following the change in control, Transcat would be required to continue to pay him his full salary and bonus and continue his benefits for a period of 24 months following the date of termination of employment, and all stock grants, stock options and similar arrangements would immediately vest.

     The form of Amended and Restated Agreement for Severance Upon Change in Control was previously filed as Exhibit 10.1 to Transcat’s Form 8-K dated April 19, 2006.

     B.  Appointment of John J. Zimmer as Chief Financial Officer and Vice President of Finance

     On May 23, 2006, John J. Zimmer was named Chief Financial Officer and Vice President of Finance, a position previously held by Mr. Hadeed. Transcat and Mr. Zimmer have agreed that Mr. Zimmer’s employment will commence on June 1, 2006.

     Mr. Zimmer, age 47, a certified public accountant, most recently served as Executive Vice President and Chief Financial Officer of E-chx, Inc. Prior to joining E-chx, Inc. in October 2003, he was a Principal with the public accounting firm of DeJoy, Knauf & Blood, LLP. Prior to that, Mr. Zimmer served for four years as Vice President-Finance and Treasurer of Choice One Communications Inc. Prior to joining Choice One, Mr. Zimmer was employed for seven years by ACC Corp., during which time he served as Controller, then Vice President-Finance and later Vice President and Treasurer.

     Transcat and Mr. Zimmer are not parties to an employment agreement. Mr. Zimmer will be employed by Transcat on a “at will” basis at an annual base salary of $150,000 and will be eligible for all benefits provided to employees by Transcat. He will also be eligible to participate in Transcat’s Performance Incentive Plan.

     Transcat’s press release announcing Mr. Hadeed’s appointment as President and Mr. Zimmer’s appointment as Chief Financial Officer and Vice President of Finance is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Transcat, Inc. Press Release dated May 23, 2006

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 hereunto duly authorized.

	TRANSCAT, INC.
Dated: May 26, 2006	By:	/s/ Carl E. Sassano
		Carl E. Sassano
		Chairman of the Board and Chief Executive Officer

EX-99.1

Exhibit 99.1

News Release

Corporate Offices
35 Vantage Point Drive, Rochester, New York 14624
Telephone: 585-352-7777 Fax: 585-352-7788

Contact:
Charles P. Hadeed, President and COO	Van Negris/Lexi Terrero
Transcat, Inc.	Van Negris & Company, Inc.
585-352-7777	212-759-0290

FOR IMMEDIATE RELEASE

Transcat Promotes Charles P. Hadeed to President;

John Zimmer Joins Transcat as Chief Financial Officer

ROCHESTER, NY – May 23, 2006 – Transcat, Inc. (Nasdaq: TRNS), a leading global distributor of professional grade test, measurement, and calibration instruments and a provider of calibration and repair services, is pleased to announce that Charles P. Hadeed has been promoted to President, in addition to his position as Chief Operating Officer. The announcement was made by Carl E. Sassano, who continues as Chairman of the Board and Chief Executive Officer.

Mr. Sassano stated: “I am very pleased to announce the promotion of Charles P. Hadeed to President of Transcat. He is a terrific executive with a superb record of accomplishment. In addition to his superb financial management expertise, Charlie has brought outstanding business management and leadership skills to Transcat over the past four years.

“He led the effort to refinance the company, built an accurate financial planning and reporting process, established a strong control environment, and had responsibility for laboratory operations. Charlie’s efforts over the past year and a half have provided strategic direction and improved customer service and operational performance in our calibration laboratories. He has been the driver behind our recent acquisition of NWCI Calibration Inspection and is championing the integration process.

“Importantly, he shares Transcat’s vision and strategic direction and our commitment to outstanding service and quality. He will continue working closely with me and with the rest of our management team to help our company achieve long-term, sustainable profitability and growth.”

— m o r e —

Transcat, Inc.
May 23, 2006
Page Two

Charles P. Hadeed, 56, brings over 30 years of financial and strategic leadership experience to Transcat, serving as Chief Operating Officer, Vice President of Finance and Chief Financial Officer. Prior to joining the Company, he was Vice President-Healthcare Ventures Group with Henry Schein Inc.; Group Vice President-Operations at Del Laboratories Inc., and in various executive positions, including Vice President-Global Lens Care Operations, President-Oral Care Division, Vice President-Operations-Personal Products Division and Vice President/Controller-Personal Products Division, during his 20-year career at Bausch & Lomb, Inc. Mr. Hadeed earned a B.S. in Accounting from Syracuse University and is a certified public accountant.

Mr. Hadeed commented: “I’m honored to be named President of this wonderful company and pleased to be working with Carl to build on the solid foundation that has been established over the previous four years. Our excellent results are due to the continued implementation of our strategic plan. Transcat’s customers in the Process, Utility, Pharmaceutical and Electrical industries have an ongoing need for both our products and calibration service for those products. As President, I expect to expand our presence in these strategically targeted market segments going forward and achieve a level of future performance will result in sustained profitability.”

The Company also announced that John Zimmer, 47, will be joining Transcat, Inc. as Chief Financial Officer and Vice President of Finance, effective June 1, 2006.

Mr. Sassano added: “With over twenty years in financial management, John Zimmer complements Transcat’s seasoned management team. He joins our company as it is continuing to develop its growth prospects in the Distribution Products and Calibration Services. His broadly-based financial expertise, combined with his background in the services and technology sectors, should serve us well as we continue to improve our competitiveness in our market segments.”

Prior to joining Transcat, Mr. Zimmer was Executive Vice President and Chief Financial Officer for E-chx, Inc.; Vice President of Finance and Treasurer, Choice One Communications; Vice President of Finance and Treasurer, ACC Corp.; and Audit Manager, Arthur Anderson. He holds a B.S. and a M.B.A. in Accounting from the State University of New York at Buffalo.

About Transcat, Inc.

Transcat, Inc. is a leading global distributor of professional grade test, measurement and calibration instruments and an accredited provider of calibration and repair services primarily to the process, life science and manufacturing industries.

Through the Company’s Calibration Services segment, Transcat offers precise, reliable, fast calibration services through twelve Calibration Centers of Excellence strategically located across the United States and Canada to approximately 8,000 customers. To support the Company’s customers’ calibration service needs, Transcat delivers the industry’s highest quality calibration services and repairs. Each of the calibration laboratories is ISO-9001: 2000 and the scope of accreditation to ISO/IEC 17025 is the widest in the industry.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements, which are subject to various risks and uncertainties. The Company’s actual results could differ from those anticipated in such forward-looking statements as a result of numerous factors that may be beyond the Company’s control.

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