0001359948-18-000003.txt : 20180524 0001359948-18-000003.hdr.sgml : 20180524 20180524163220 ACCESSION NUMBER: 0001359948-18-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180523 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180524 DATE AS OF CHANGE: 20180524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCAT INC CENTRAL INDEX KEY: 0000099302 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 160874418 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03905 FILM NUMBER: 18858273 BUSINESS ADDRESS: STREET 1: 35 VANTAGE POINT DRIVE CITY: ROCHESTER STATE: NY ZIP: 14624 BUSINESS PHONE: 5853527777 MAIL ADDRESS: STREET 1: 35 VANTAGE POINT DRIVE CITY: ROCHESTER STATE: NY ZIP: 14624 FORMER COMPANY: FORMER CONFORMED NAME: TRANSMATION INC DATE OF NAME CHANGE: 19920703 8-K 1 transcat3426071-8k.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 23, 2018

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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of May 23, 2018, the Compensation Committee of the Board of Directors (the “Board”) of Transcat, Inc. (the “Company”), approved (i) a new form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc. 2003 Incentive Plan, as amended and restated (the “Plan”), and (ii) a new form of Award Notice of Long-Term Compensation Award granted pursuant to the Plan, for the Company’s employees including the Company’s named executive officers for whom disclosure was provided in our proxy statement for the 2017 Annual Meeting of Shareholders (the “named executive officers”). The new form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units provides for a combination of time-based restricted stock unit awards and performance-based restricted stock unit awards. The new form of Award Notice of Long-Term Compensation Award provides for a combination of time-based and performance-based cash awards.

On the same date, the Compensation Committee of the Board approved long-term compensation award opportunities to our named executive officers targeted to a specific dollar award. The terms of the awards provide for (i) restricted stock units that vest on March 27, 2021, the last day of the Company’s 2021 fiscal year, subject to continued employment at such date, and (ii) performance restricted stock units (“PRSU”) that vest subject to the Company achieving specific cumulative fully-diluted earnings per share (“EPS”) objectives over the eligible three-year period ending in fiscal 2021. At such time, holders of PRSU awards will receive a pro rata percentage based on a linear sliding scale of their respective award based on certain pre-determined EPS thresholds:

●	Maximum cumulative EPS – 150%
●	Target cumulative EPS – 100%
●	Minimum cumulative EPS – 50%

Failure to achieve the minimum EPS will result in no shares becoming earned under these PRSU awards.

The following provides information as to the stock award opportunities to the named executive officers:

Named Executive Officer		Stock Award Opportunities ⁽¹⁾
Lee D. Rudow		13,660 shares
President and Chief Executive Officer

Michael J. Tschiderer		10,196 shares
Vice President of Finance and Chief Financial Officer

Robert A. Flack		8,235 shares
Vice President of Service Sales and Operations

______________
⁽¹⁾Pursuant to the named executive officer’s award notice, stock awards are comprised of 50% restricted stock units and 50% performance restricted stock units. Amounts assume 100% attainment of the target award opportunity.

Mr. Rudow, having achieved his Company stock ownership objective, elected to receive half of his long-term compensation award opportunities targeted to a specific dollar award in the stock awards listed on the table above and cash award opportunities of $209,000. The cash award opportunities are time-based and performance-based on similar terms to the stock awards described above.

The foregoing summary of the Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc. 2003 Incentive Plan and the Form of Award Notice of Long-Term Compensation Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the awards attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc. 2003 Incentive Plan

10.2		Form of Award Notice of Long-Term Compensation Awards granted pursuant to the Transcat, Inc. 2003 Incentive Plan

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 24, 2018	By:	/s/ Michael J. Tschiderer
		Michael J. Tschiderer
		Vice President of Finance and Chief Financial Officer

EX-10.1 2 transcat3426071-ex101.htm FORM OF AWARD NOTICE OF RESTRICTED STOCK UNITS

Exhibit 10.1

AWARD NOTICE OF
RESTRICTED STOCK UNITS AND
PERFORMANCE RESTRICTED STOCK UNITS
GRANTED PURSUANT TO THE
TRANSCAT, INC. 2003 INCENTIVE PLAN

Grantee:

Number of Restricted Stock Units
(“RSUs”) Awarded:

Number of Performance Restricted
Stock Units (“PRSUs”) Awarded:

Date of Grant:

Grant of Restricted Stock Unit Award. This Award Notice serves to notify you that the Board of Directors of Transcat, Inc., an Ohio corporation (the “Company”), has granted to you, under the Company’s 2003 Incentive Plan, as amended and restated (the “Plan”), a restricted stock unit and performance restricted stock unit award (the “Award”), on the terms and conditions set forth in this Award Notice and the Plan, of the number of RSUs and PRSUs (together, the “Units”) set forth above. Each Unit entitles you to receive from the Company one share of the Company’s Common Stock, $0.50 par value per share (the “Common Stock”), which will vest (become non-forfeitable) as set forth in Sections 2 and 3 and will be payable in the form of shares of Common Stock as set forth in Section 4, all in accordance with the terms of this Award Notice, the Plan, and any rules and procedures adopted by the Committee. The Plan is incorporated herein by reference and made a part of this Award Notice. Capitalized terms not defined herein have the respective meanings set forth in the Plan.

2.	Vesting.
	a.	RSU Vesting. Subject to Section 3 below, the RSUs subject to the Award will vest on [_________], which is the last day of the Company’s [____] fiscal year (the “Vesting Date”), provided that you are employed with the Company through the Vesting Date.
	b.	PRSU Vesting. The PRSUs subject to the Award will vest on the Vesting Date based on the successful completion of all of the following:
		i.	Subject to Section 3 below, you are employed with the Company through the Vesting Date;
		ii.	The percentage of the PRSUs that will vest, if any, is determined based on the Company’s performance against the performance measure set forth below over the three-year period ending on the Vesting Date, as validated by the Company’s external auditors. The applicable performance measure for the Award and the percentage of PRSUs that vest for the specified levels of performance are as follows:

Cumulative fully diluted EPS
for the three-year period ending		Percentage of PRSUs
on the Vesting Date		that vest
$[____]		150%
$[____]		125%
$[____]		100%
$[____]		75%
$[____]		50%

No PRSUs will vest for Company performance below 50%, and therefore all PRSUs subject to the Award will be forfeited. Performance above 50% and up to 150% will be determined using straight line interpolation and the vesting percentages set forth above for the earnings per share (“EPS”) results immediately preceding and immediately following the actual EPS results shown above.

3.	Effects of Certain Events.

	a.	General. Subject to Sections 3(b) through 3(e) of this Award Notice, in the event that your employment with the Company is terminated prior to the Vesting Date, all Units that are not vested as of the date of such termination are automatically forfeited.
	b.	Effect of Death, Disability or Retirement on RSUs. In the event of your death or termination of employment due to Disability or Retirement prior to the Vesting Date, then the Award shall continue and the vested RSUs, if any, shall be distributed on a pro-rata basis on the date that other active participants receive such distributions under their Award Notice for this program. The pro-rata portion shall be determined by multiplying the number of vested RSUs by a fraction, the numerator of which is the number of completed months during the three-year period ending on the Vesting Date which you were employed by the Company, and the denominator of which is the number of months in the period beginning on the Date of Grant and ending on the Vesting Date. For purposes of this Award Notice, “Disability” has the meaning given to such term under the Plan and “Retirement” means your termination of employment on or after the date that you have attained age 55 and have completed five or more years of service with the Company.


			The pro-rata portion shall be determined by multiplying the number of vested PRSUs based on actual performance by a fraction, the numerator of which is the number of completed months during the three-year period ending on the Vesting Date which you were employed by the Company, and the denominator of which is 36.

	e.		Change in Control. Upon a Change in Control of the Company, the provisions of Section 10.3 of the Plan shall automatically and immediately become operative with respect to the Award.

4.	Issuance of Shares of Common Stock. Unless the Units are forfeited prior to the Vesting Date as provided in Sections 2 and 3 above, the Units will be payable in the form of Common Stock as soon as administratively practicable following the release of the Company’s operating results for the [____] fiscal year, but in no event later than December 31, [____] (the “Payment Date”). Each vested Unit will be payable in the form of one share of Common Stock on the Payment Date. Shares of Common Stock will be registered on the books of the Company in your name as of the Payment Date and delivered to you as soon as practical thereafter, in certificated or uncertificated form, as you shall direct. You understand that the Company will, and you hereby authorize the Company to, issue such instructions to its transfer agent as the Company may deem necessary or proper to comply with the intent and the purposes of this Award Notice. Notwithstanding the foregoing provisions of this Section 4, if you make a valid election to defer receipt of the shares of Common Stock pursuant to the terms of a nonqualified deferred compensation plan maintained by the Company, payment of vested Units shall be made in accordance with that election and the terms of such nonqualified deferred compensation plan.

5.	Nontransferability. The Units awarded pursuant to this Award Notice may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the Units is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the Units, your right to such Units shall be immediately forfeited to the Company, and this Award Notice shall be null and void.

6.	No Shareholder Rights. The Units do not entitle the Grantee to any rights of a shareholder of Common Stock, including dividends or voting rights.

7.	Restrictions on Issuance of Shares. If at any time the Company determines that listing, registration or qualification of the shares of Common Stock subject to this Award upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the Award or issuance of certificate(s) for Common Stock hereunder, then, subject to the limitations imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such Award or issuance may not be made in whole or in part unless and until such listing, registration, qualification or approval shall have been effected or obtained free of any conditions not acceptable to the Company.
8.	Plan Controls. The Award is subject to all of the provisions of the Plan, and is further subject to all the interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted by the Committee pursuant to the Plan. In the event of any conflict among the provisions of the Plan and this Award Notice, the provisions of the Plan will be controlling and determinative.
9.	Taxes. You are responsible for any and all federal, state and local taxes (other than stock transfer or issuance taxes) arising as a result of the vesting of the Units or the delivery of the shares of Common Stock to you pursuant to this Award or any subsequent sale of the shares of Common Stock by you.
10.	Section 409A. This Award Notice and the Units granted hereunder are intended to comply with the requirements of Section 409A of the Code and shall be construed and interpreted in a manner consistent with such intent.

ACKNOWLEDGEMENT

The undersigned Grantee acknowledges receipt of, and understands and agrees to, this Award Notice and the Plan. The Grantee further acknowledges that as of the date of grant, this Award Notice and the Plan set forth the entire understanding between the Grantee and the Company regarding the grant of the Units under the Award and supersede all prior oral and written agreements on that subject.

Date:

*Transcat, Inc.*
By:

Grantee:

EX-10.2 3 transcat3426071-ex102.htm FORM OF AWARD NOTICE OF LONG-TERM COMPENSATION AWARDS

Exhibit 10.2

AWARD NOTICE OF
LONG-TERM COMPENSATION AWARD
GRANTED PURSUANT TO THE
TRANSCAT, INC. 2003 INCENTIVE PLAN

Grantee:

Time Amount of Cash Awarded
(“Time Amount”):

Performance Amount of Cash
Awarded (“Performance Amount”):

Date of Grant:

Grant of Cash Award. This Award Notice serves to notify you that the Board of Directors of Transcat, Inc., an Ohio corporation (the “Company”), has granted to you, under the Company’s 2003 Incentive Plan, as amended and restated (the “Plan”), a cash award (the “Award”), on the terms and conditions set forth in this Award Notice and the Plan, of the Time Amount and Performance Amount (collectively, the “Amounts”) set forth above. You are eligible for this award because you have met your Company stock ownership guidelines. Amounts will vest (become non-forfeitable) as set forth in Sections 2 and 3 and will be payable in the form of cash as set forth in Section 4, all in accordance with the terms of this Award Notice, the Plan, and any rules and procedures adopted by the Committee. The Plan is incorporated herein by reference and made a part of this Award Notice. Capitalized terms not defined herein have the respective meanings set forth in the Plan.

Cumulative fully diluted EPS		Percentage of the
for the three-year period ending		Performance Amount
on the Vesting Date		that vests
$[___]		150%
$[___]		125%
$[___]		100%
$[___]		75%
$[___]		50%

No portion of the Performance Amount will vest for Company performance below 50%, and therefore all of the Performance Amount subject to the Award will be forfeited. Performance above 50% and up to 150% will be determined using straight line interpolation and the vesting percentages set forth above for the earnings per share (“EPS”) results immediately preceding and immediately following the actual EPS results shown above.

3.	Effects of Certain Events.

	a.	General. Subject to Sections 3(b) through 3(e) of this Award Notice, in the event that your employment with the Company is terminated prior to the Vesting Date, all Amounts that are not vested as of the date of such termination are automatically forfeited.
	b.	Effect of Death, Disability or Retirement on the Time Amount. In the event of your death or termination of employment due to Disability or Retirement prior to the Vesting Date, then the Award shall continue and the vested Time Amount, if any, shall be distributed on a pro-rata basis on the date that other active participants receive such distributions under their Award Notice for this program. The pro-rata portion shall be determined by multiplying the Time Amount by a fraction, the numerator of which is the number of completed months during the three-year period ending on the Vesting Date which you were employed by the Company, and the denominator of which is the number of months in the period beginning on the Date of Grant and ending on the Vesting Date. For purposes of this Award Notice, “Disability” has the meaning given to such term under the Plan and “Retirement” means your termination of employment on or after the date that you have attained age 55 and have completed five or more years of service with the Company.

	c.	Effect of Death or Disability on the Performance Amount. In the event of your death or termination of employment due to Disability prior to the Vesting Date, then the Award shall continue and the vested Performance Amount, if any, from such performance, shall be distributed on a pro-rata basis on the date that other active participants receive such distributions under their Award Notice for this program, based on actual performance, based on the following:


			i.		If you terminate employment in the first 15 months of the performance period you will forfeit all of the Performance Amount.
			ii.		If you terminate employment within the 16th through the 27th month of the performance period you will receive a pro-rated portion of the Performance Amount subject to the Award that becomes vested under Section 2(b) above.
			iii.		If you terminate employment after 27 months of the performance period have elapsed you will receive the full portion of the Performance Amount that becomes vested under Section 2(b) above.

	The pro-rata portion shall be determined by multiplying the portion of the Performance Amount that vested based on actual performance by a fraction, the numerator of which is the number of completed months during the three-year period ending on the Vesting Date which you were employed by the Company, and the denominator of which is 36.

d.	Effect of Retirement on the Performance Amount. If you terminate employment prior to the Vesting Date due to Retirement, then the Award shall continue and the vested Performance Amount, if any, shall be distributed on a pro-rata basis on the date that other active participants receive such distributions under their Award Notice for this program, based on actual performance, based on the following:

		i.	If you terminate employment in the first 15 months of the performance period you will forfeit all of the Performance Amount.

		ii.	If you terminate employment within the 16th through the 27th month of the performance period you will receive a pro-rated portion of the Performance Amount subject to the Award that becomes vested under Section 2(b) above.

		iii.	If you terminate employment after 27 months of the performance period have elapsed you will receive the full portion of the Performance Amount that becomes vested under Section 2(b) above.


			The pro-rata portion shall be determined by multiplying the portion of the Performance Amount that vested based on actual performance by a fraction, the numerator of which is the number of completed months during the three-year period ending on the Vesting Date which you were employed by the Company, and the denominator of which is 36.

	e.		Change in Control. Upon a Change in Control of the Company, the provisions of Section 10.3 of the Plan shall automatically and immediately become operative with respect to the Award.

4.	Payment of Cash. Unless Amounts are forfeited prior to the Vesting Date as provided in Sections 2 and 3 above, Amounts will be payable in the form of a lump-sum cash payment as soon as administratively practicable following the release of the Company’s operating results for the [______] fiscal year, but in no event later December 31, [____] (the “Payment Date”). Notwithstanding the foregoing provisions of this Section 4, if you make a valid election to defer receipt of the lump-sum cash payment pursuant to the terms of a nonqualified deferred compensation plan maintained by the Company, payment of such amount shall be made in accordance with that election and the terms of such nonqualified deferred compensation plan.

5.	Nontransferability. The Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the Award is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon Amounts, your right to such Amounts shall be immediately forfeited to the Company, and this Award Notice shall be null and void.
6.	Plan Controls. The Award is subject to all of the provisions of the Plan, and is further subject to all the interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted by the Committee pursuant to the Plan. In the event of any conflict among the provisions of the Plan and this Award Notice, the provisions of the Plan will be controlling and determinative.

7.	Taxes. You are responsible for any and all federal, state and local taxes arising as a result of the vesting of Amounts or the payment of the cash to you pursuant to this Award.

8.	Section 409A. This Award Notice and Amounts awarded hereunder are intended to comply with the requirements of Section 409A of the Code and shall be construed and interpreted in a manner consistent with such intent.

ACKNOWLEDGEMENT

The undersigned Grantee acknowledges receipt of, and understands and agrees to, this Award Notice and the Plan. The Grantee further acknowledges that as of the date of grant, this Award Notice and the Plan set forth the entire understanding between the Grantee and the Company regarding the grant of Amounts under the Award and supersede all prior oral and written agreements on that subject.

Date:

*Transcat, Inc.*
By:

Grantee:

Effect of Death or Disability on PRSUs. In the event of your death or termination of employment due to Disability prior to the Vesting Date, then the Award shall continue and the vested PRSUs, if any, from such performance, shall be distributed on a pro-rata basis on the date that other active participants receive such distributions under their Award Notice for this program, based on actual performance, based on the following:

If you terminate employment in the first 15 months of the performance period you will forfeit all PRSUs.

If you terminate employment within the 16th through the 27th month of the performance period you will receive a pro-rated number of PRSUs subject to the Award that become vested under Section 2(b) above.

If you terminate employment after 27 months of the performance period have elapsed you will receive the full number of PRSUs that become vested under Section 2(b) above.