UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Effective as of December 31, 2021, Transcat, Inc. (the “Company”) entered into a Membership Unit Purchase Agreement (the “Purchase Agreement”) with Kevin M. Broderick and Andrea Broderick (the “Sellers”) and purchased all of the outstanding membership units of Tangent Lab, LLC, an Indiana limited liability company (“Tangent”), for an aggregate purchase price of $9.0 million. Tangent provides in-house and on-site calibrations and precision measurement and control instrumentation to customers in life science, aerospace and other regulated industries. In connection with the transaction, the Company entered into an employment agreement with Kevin M. Broderick, who will continue to lead the Tangent business.
Pursuant to the Purchase Agreement, the Company paid the purchase price in cash, a portion of which was placed in escrow to secure the Sellers’ obligations in the event that a key employee terminates employment with Tangent on or before the first anniversary of the closing of the transaction, and for adjustments with respect to cash, working capital, indebtedness and transaction expenses and indemnification. The Purchase Agreement contains various representations, warranties and covenants of the parties that are customary for a transaction of this nature.
Terms used herein and otherwise not defined have the meanings given them in the Purchase Agreement. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement that will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
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: | January 3, 2022 | By: | /s/ James M. Jenkins |
| James M. Jenkins | |||
| General Counsel and VP of Corporate Development | |||