8-K 1 transcat3595631-8k.htm CURRENT REPORT

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 21, 2019

Transcat, Inc.
(Exact name of registrant as specified in its charter)

Ohio 000-03905 16-0874418
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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:

[  ]      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 Name of each exchange on which registered
Common Stock, $0.50 par value TRNS 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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 1.01 Entry into a Material Definitive Agreement.

On May 21, 2019, Transcat, Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with AK Leasehold I, LLC (the “Landlord”), pursuant to which the Company agreed to lease approximately 23,300 square feet of general office, laboratory and warehouse space in the Technipark Ten center in Houston, Texas. The initial term of the Lease is ten years and six months, plus an approval period to obtain government authorizations for property improvements. The Company has two options to renew the Lease for a period of five years each. The Company is also granted a one-time early expiration option that requires the Company to pay a fee equal to four month’s rent and certain other costs. Commencing in month seven, the Company’s monthly base rent obligation will be approximately $18,600, increasing by three percent annually. In addition, the Company will pay its proportionate share of the area operating expenses. The Lease contains customary provisions for real property leases of this type, including provisions allowing the Landlord to terminate the Lease upon a default by the Company.

The foregoing description of the Lease does not purport to be complete and is qualified in its entirety by reference to the full text of Lease filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


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 28, 2019 By:         /s/ Michael J. Tschiderer
   Michael J. Tschiderer
   Vice President of Finance and Chief Financial Officer