As filed with the Securities and Exchange Commission on December 20, 2017May 19, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549___________________
FORM S-3
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933___________________
TRANSCAT, INC.
(Exact name of registrant as specified in its charter)
Ohio (State or other jurisdiction of | 16-0874418 |
35 Vantage Point Drive
Rochester, New York 14624
(585) 352-7777
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lee D. Rudow
President and Chief Executive OfficerMichael J. Tschiderer, VP of Finance and Chief Financial Officer
Transcat, Inc.
35 Vantage Point Drive
Rochester, New York 14624
(585) 352-7777
(Name, address, including zip code and telephone number, including area code, of agent for service)___________________
COPIESTO:James M. Jenkins, Esq.Alexander R. McClean, Esq.Harter Secrest & Emery LLP1600 Bausch & Lomb PlaceRochester, New York 14604(585) 232-6500___________________COPIES TO:
| James M. Jenkins, Esq. General Counsel and VP of Corporate Development Transcat, Inc. 35 Vantage Point Drive Rochester, New York 14624 (585) 352-7777 | Kayla E. Klos, Esq. Harter Secrest & Emery LLP 50 Fountain Plaza, Suite 1000 Buffalo, NY 14202 (716) 853-1616 |
Approximate date of commencement of proposed sale of the securities to the public:From time to time after the effective date of this registration statement becomes effective.statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | Amount of | ||||||
| Title of each class of securities | Amount to be | offering price | aggregate offering | registration | ||||
| to be registered | registered(1) | per share(1) | price(1)(2) | fee | ||||
| Common stock, par value $0.50 per share (3) | ||||||||
| Warrants (4) | ||||||||
| Purchase Contracts (5) | ||||||||
| Units (6) | ||||||||
| Total | $50,000,000 | $50,000,000 | $6,225 | |||||
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. WeThe selling shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, dated December 20, 2017May 19, 2023
PROSPECTUS
$50,000,000
Transcat, Inc.
77,387 Shares of Common StockWarrantsPurchase ContractsUnits___________________ Offered by the Selling Shareholder
We mayThis prospectus relates to the offer and sell from time to timeresale by the selling shareholder identified herein of up to $50,000,000 of77,387 shares of our common stock; warrants to purchase other securities; purchase contracts; and units consisting of any combination of the above securities.
stock, par value $0.50 per share (“Common Stock”). This prospectus provides you with a general description of the securities listed above. Eachshares of Common Stock. You should carefully read this prospectus and the documents incorporated by reference before buying any of the shares of Common Stock being offered.
We are registering the offer and sale of the shares of the Common Stock owned by the selling shareholder to satisfy registration rights we have granted to the selling shareholder pursuant to a registration rights agreement dated as of March 27, 2023 (the “Registration Rights Agreement”). We have agreed to bear all of the expenses incurred in connection with the registration of the Common Stock covered by this prospectus. The selling shareholder will pay or assume brokerage commissions and similar charges, if any, incurred in the sale of the shares of Common Stock.
The registration of shares of Common Stock hereunder does not mean that the selling shareholder will actually offer or sell the full number of shares being registered pursuant to this prospectus. The selling shareholder may sell the shares of Common Stock registered hereby from time we offerto time. The shares of Common Stock may be offered and sold by any securitiesselling shareholder through public or private transactions, at market prices prevailing at the time of sale or at negotiated prices. The selling shareholder may retain underwriters, dealers or agents from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.
We are not selling any shares of our Common Stock pursuant to this prospectus, and we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus may not be used to offer or sell our securities without a prospectus supplement describing the method and termsreceive any proceeds from any sale by selling shareholder of the offering. You should readshares of Common Stock covered by this prospectus, but we may, in some cases, pay certain registration and any prospectus supplement together with the information described under the heading “Incorporation of Certain Information by Reference” before you make your investment decision.
We may offer these securities in amountsoffering fees and at prices andexpenses on terms determined at the time of offering. The securities may be sold directly to you, through agents or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in the accompanying prospectus supplement.its behalf.
Our common stockCommon Stock is traded on the NASDAQNasdaq Global Market under the symbol “TRNS”. As of December 19, 2017, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $86,484,529, based on 7,144,475 shares of outstanding common stock, of which approximately 450,626 were held by affiliates, and a price of $12.92 per share, which was“TRNS.” On May 15, 2023, the last reported sale price of our common stockCommon Stock on the NASDAQ on December 19, 2017.Nasdaq Global Market was $85.34 per share.
Investing in our common stockCommon Stock involves risk. You should carefully read the information included and incorporated by reference into this prospectus for a discussion of the factors you should carefully consider in determining whether to invest in our securities,Common Stock, including the discussion of risks described under “Risk Factors” on page 58 of this prospectus.
___________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
___________________
The date of this prospectus is December 20, 2017., 2023.
IMPORTANT NOTICE
ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
This prospectus relates to the resale by the selling shareholder described in the section of this prospectus entitled “Selling Shareholder” (referred to as the “Selling Shareholder”) of up to 77,387 shares of our common stock, $0.50 par value per share (the “Common Stock”).
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which we refer to as the SEC, utilizing a “shelf” registration process. Under this shelf registration process, weSelling Shareholder named herein may, from time to time, offer and sell a combinationor otherwise dispose of the securities described in this prospectus in one or more offerings for an aggregate initial offering priceshares of up to $50,000,000.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained inCommon Stock covered by this prospectus. You should read both this prospectus and the accompanying prospectus supplement together with documents incorporated by reference in this prospectus.
You should rely only on the information contained in, or incorporated by reference ininto, this prospectus and any accompanyingapplicable prospectus supplement orwe have authorized for use in any related free writing prospectus filed by usconnection with the SEC.this offering. We have not authorized anyone to provide you with additional information or information different information.from that contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement. This prospectus doesis not and together with the accompanying prospectus supplement will not, constitute an offer to sell or the solicitation of any offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy suchour securities in any circumstances inunder which suchthe offer or solicitation is unlawful. You should assume thatunlawful or in any state or other jurisdiction where the offer is not permitted. The information appearingcontained in this prospectus, any applicable prospectus supplement, and the documents incorporated by reference herein and any related free writing prospectustherein, is accurate only as of their respective dates.dates, regardless of the time of delivery of this prospectus, any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed materially since those dates.such date.
To the extent thereIt is a conflict between theimportant for you to read and consider all information contained in this prospectus and theany prospectus supplement, you should rely onincluding the information in the prospectus supplement, provided that if any statements in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference, in making your investment decision. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus or anyis a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
This prospectus supplement - the statement in the document having the later date modifies or supersedes the earlier statement.contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
Unless the context otherwise requires, references in this prospectus to “Transcat,” the “Company,” “we,” “us,” and “our” refer to Transcat, Inc.
___________________
Unless indicated in and its subsidiaries, unless the applicable prospectus supplement, we have not taken any action that would permit us to publicly sell these securities in any jurisdiction outside the United States. If you are an investor outside the United States, you should inform yourself about, and comply with, any restrictions as to the offeringcontext clearly indicates otherwise.
1
Table of the securities and the distribution of this prospectus.Contents
i
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Statements in thisThis prospectus that are based on other than historical data arecontains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide currentrelate to expectations, or forecastsestimates, beliefs, assumptions and predictions of future events and include, among others:are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “projects,” “intends,” “could,” “may,” “should,” “will,” “would” and other similar words. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or those expressed in such forward-looking statements.
| |
|
These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this prospectus, any prospectus supplement, and our Annual Report on Form 10-K for the fiscal year ended March 25, 2017 (the “Form 10-K”), which is incorporateddocuments we incorporate by reference, into this prospectus, including but not limited to, those presented in the Management’s Discussionamong others, statements regarding our strategy, future operations, financial objectives, prospects, plans, objectives of management and Analysis of Financial Condition and Results of Operations.expected performance levels are forward-looking statements. Factors that might cause such differences include, but are not limited to:
| the impact of general economic conditions on our business, including rising inflation |
| · | the impact of and our response to the COVID-19 pandemic; |
| · | the highly competitive nature of the industries in which we compete and in the nature of our two business segments; |
| · | volatility in our |
| |
| |
| |
| |
| |
| |
|
| · | tariffs imposed by the U.S. and other countries and changes in trade relations; | |
|
| |
| |
| |
|
| |
|
| · | the risk of significant disruptions in |
| · | our ability to |
| fluctuations in our operating results; |
| · | competition in the rental market; |
| · | our ability to adapt our technology; |
| · | our reliance on our aging enterprise resource planning system; |
| · | changes in vendor rebate programs; |
| our vendors’ abilities to |
| · | the risks related to current and |
| · | foreign currency rate fluctuations; |
| · | our ability to adequately enforce and protect our intellectual property; |
| · | negative effects to local economies we serve due to adverse weather events or natural disasters; |
| · | risks related to our acquisition strategy and the integration of the |
| |
|
2
We caution readersyou not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advise readers that various factors, including those described above, could affect our financial performance and could cause our actual results or circumstances for future periods to differ materially from those anticipated or projected. See “Risk Factors” and also “Risk Factors” in Item 1A, Risk Factors, in theIA of Part I of our Annual Report on Form 10-K, which is incorporated herein by reference, for further information. Except as required by law, we do not undertake, and specifically disclaim any obligation to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
TRANSCAT, INC.3
Transcat, Inc. was organizedThis summary highlights, and is qualified in 1964 underits entirety by, the lawsmore detailed information included elsewhere or incorporated by reference in this prospectus. This summary does not contain all of Ohio. the information that may be important to you. You should read and carefully consider the entire prospectus, especially as described in “Risk Factors,” before deciding to invest in the Common Stock.
The Company
We are a leading provider of accredited calibration and laboratory instrumentservices, enterprise asset management services, and a value-added distributor of professional grade handheld test, measurement and control instrumentation. We focusare focused on providing services and value-added products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.
We offer a variety of services and solutions including permanent and periodic onsite services, mobile calibration services, pickup and delivery and in-house services. We operate 28 calibration service centers strategically located across the United States, Puerto Rico, and Canada. We also serve our customers onsite at their facilities for daily, weekly or longer-term periods. In addition, we have several imbedded customer-site locations that we refer to as “client-based labs,” where we provide calibration services, and in some cases other related services, exclusively for the customer and where we reside and work every day. We also have a fleet of mobile calibration laboratories that can provide service at customer sites which may not have the space or utility capabilities we require to service their equipment.
We also operate as a leading value-added distributor that sells and rents national and proprietary brand instruments to customers globally. Through our website, in-house sales team and printed and digital marketing materials, we offer access to more than 150,000 test, measurement and control instruments, including products from approximately 500 leading brands. Most instruments we sell and rent require calibration service to ensure that they maintain the most precise measurements. By having the capability to calibrate these instruments at the time of sale and at regular post-sale intervals, we can give customers a value-added service that most of our competitors are unable to provide. Calibrating before shipping means the customer can place their instruments into service immediately upon receipt, reducing downtime.
We are incorporated under the laws of the State of Ohio. Our principal executive office is located at 35 Vantage Point Drive, Rochester, New York 14624, and our telephone number is (585) 352-7777. Our website address is www.transcat.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
4
The Offering
| Common Stock Offered | All of the 77,387 shares of Common Stock offered by this prospectus are being sold by the Selling Shareholder. |
Use of Proceeds | We will not receive any proceeds from the sale of shares of Common Stock offered by this prospectus. |
| NASDAQ Global Market Trading Symbol | TRNS |
5
We are a leading provider of accredited calibration services, enterprise asset management services, and value-added distributor of professional grade handheld test, measurement and control instrumentation. We are focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.
We conduct our business through two operating segments: service (“Service”) and distribution (“Distribution”). We serve approximately 20,000Through our Service segment, we offer calibration, repair, inspection, analytical qualifications, preventative maintenance, consulting and 22,000 customersother related services, a majority of which are processed through our proprietary asset management system, CalTrak® and our online customer portal, C3®. Our Service model is flexible, and we cater to our customers’ needs by offering a variety of services and solutions including permanent and periodic onsite services, mobile calibration services, pickup and delivery and in-house services. We operate 28 calibration service centers (“Calibration Service Centers”) strategically located across the United States, Puerto Rico, and Canada. We also serve our customers onsite at their facilities for daily, weekly or longer-term periods. In addition, we have several imbedded customer-site locations that we refer to as “client-based labs,” where we provide calibration services, and in some cases other related services, exclusively for the customer and where we reside and work every day. We also have a fleet of mobile calibration laboratories that can provide service at customer sites which may not have the space or utility capabilities we require to service their equipment. Through our acquisition strategy, we have been focused on building out our Services segment by entering adjacent and complimentary markets.
Through our Distribution segments, respectively, withsegment, we sell and rent national and proprietary brand instruments to customers globally. Through our website, in-house sales team and printed and digital marketing materials, we offer access to more than 150,000 test, measurement and control instruments, including products from approximately 30%500 leading brands. Most instruments we sell and rent require calibration service to ensure that they maintain the most precise measurements. By having the capability to calibrate these instruments at the time of thosesale and at regular post-sale intervals, we believe we can give customers transacting with us through botha value-added service that most of our business segments.competitors are unable to provide. Calibrating before shipping means the customer can place their instruments into service immediately upon receipt, reducing downtime. Other value-added options we offer through our Distribution segment include equipment kitting (which is especially valued in the power generation sector), equipment rentals and used equipment sales.
Our commitment to quality goes beyond the services and products we deliver. Our sales, customer service and support teams provide expert advice, application assistance and technical support to our customers. Since calibration is an intangible service, our customers rely on us to uphold high standards and provide integrity in our people and processes.
Transcat was incorporated in Ohio in 1964. Our executive offices are located at 35 Vantage Point Drive, Rochester, New York.York 14624. We trade on the Nasdaq Global Market under the ticker symbol “TRNS.”
6
Our Strategy
Our businesstwo operating segments are highly complementary in that their offerings are of value to customers within the same industries. Our strategy is to leverage our unique value proposition rooted in the complementary nature of our two operating segments in ways that add value for all customers who select Transcat as their source for test and measurement equipment and/or calibration and laboratory instrument services. We strive to differentiate ourselves within the markets we serve and build barriers to competitive entry by offering a broad range of products and services and by integrating these solutions in a value-added manner to benefit our customers’ operations.
During fiscal year 2017,2022, we made an important, strategic decisionrenewed our commitment to commit capital, people and leadership investments, to advanceadvancing our “Operational Excellence” initiative. We expect thisThis initiative to resultis resulting in increased productivity and operational efficiency and further differentiation from our competitors as we invest in the information systemleverage technology, automation, and process improvements needed to improveenhance our productivity, effectiveness and our customers’ experiences. We also implemented Transcat University’s build-a-tech program. This program attracts fresh talent to the organization and provides training and career advancement opportunities for our existing employees. Our Operational Excellence initiative is a multi-year, ever-evolving program designed to create an infrastructure that supports our strategic goals over a longer timeframe.
Within ourthe Service segment, our strategy is to drive double-digit revenue growth through both through organic expansion and acquisitions. We have adopted an integrated sales model to drive sales across the enterprise and capitalize on the cross-selling opportunities between our two segments, especially leveraging our Distribution relationships to develop new Service relationships. We leverage these relationships with our unique value proposition which resonates strongly with customers who rely on accredited calibration services and/or laboratory instrument services to maintain the integrity of their processes and/or meet the demands of regulated business environments. Our customer base values our superior quality programs and requires precise measurement capability in their processes to minimize risk, waste and defects. We execute this strategy by leveraging our quality programs, metrology expertise, geographical footprint, qualified technicians, breadth of capabilities, and tailored service delivery options. Together, this allows us to meet the most rigorous quality demands of our most highly regulated customers while simultaneously being nimble enough to meet their business needs.
We expect to continue to grow our Service business organically by taking market share from other third partythird-party providers and original equipment manufacturers, as well as by targeting the outsourcing of in-house calibration labs.labs as multi-year client-based lab contracts. We believe an important element in taking market share is our ability to expand into new technical capabilities and adjacent service solutions that are in demand by our current and target customer base.
The other component to our Service growth strategy is acquisitions. There are three drivers of our acquisition strategy: infrastructure leverage, geographic expansion, increased capabilities and increased capabilities.infrastructure leverage. The majority of our acquisition opportunities arehave been in the $2 million$500 thousand to $6$10 million annual revenue range, and we are disciplined in our approach to selecting target companies. AOne focus of our Operational Excellence initiative is to strengthen our acquisition integration process, allowing us to capitalize on acquired sales and cost synergies at a faster pace.
Our Distribution segment strategy is to be the premier value-added distributor and rental source of leading handheld test and measurement equipment and to maximize our unique leverage withwhile also providing cross-selling opportunities for our Service segment.
7
Through our vendor relationships we have access to more than 100,000150,000 products, which we market to our existing and prospective customers both with and without value-added service options that are unique to Transcat. In addition to offering pre-shipment value-added services, we offer our customers the options of renting selected test and measurement equipment or buying used equipment, furthering our ability to answer all of our customers’ test and measurement equipment needs. We continuously evaluate our offerings andto add new in-demand vendors or products, or remove less relevant vendors and products. In additionOur equipment rental business continues to sellingbe a strong growth segment for us and servicinghelps support our Distribution and Service segment growth strategies. Having new, used and rental equipment we offer rentals of new equipment, and used equipment for sale or rent. further differentiates us from our Service segment competitors.
We see these various methods of meeting our Distribution customers’ needs as a way to differentiate ourselves and to diversify this segment’s customer base from its historically more narrow scope.
As partniche market. This differentiation and diversification strategy has been deliberately instituted in recent years as a means to mitigate the effect of our growth strategy, we completed a numberprice-driven competition and to lessen the impact that any particular industry or market will have on the overall performance of business acquisitions during our fiscal years 2016 and 2017. Our acquisition strategy primarily targets service businesses that expand our geographic reach and leverage our infrastructure while also increasing the depth of our service capabilities and expertise.this segment.
We believe our combined Service and Distribution segment offerings, experience, technical expertise and integrity create a unique and compelling value proposition for our customers, and we intend to continue to grow our business through organic revenue growth and business acquisitions. We consider the attributes of our Service segment, which include higher gross margins and a recurring revenue stream,streams from customers in regulated industries to be more compelling and scalable than our legacy Distribution segment. Thus,For this reason, we expect our Service segment to be the primary source of revenue and earnings growth in future fiscal years.
Investing in our Common Stock involves risks. Before making an investment decision, you should carefully consider the specific risks set forth under the caption “Risk Factors” in the applicable prospectus supplement, if any, and under the caption “Risk Factors” in our filings with the SEC, which are incorporated by reference into this prospectus. See “Where You Can Find More Information.”
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may accessOur filings with the SEC are available to the public through the SEC's internet site at www.sec.gov. Our annual, quarterly and readcurrent reports and amendments to those reports, if any, are also available via the internet at our SEC filings,website, www.transcat.com, by following the links to “Investor Relations” and “SEC Filings.” All internet addresses provided in this prospectus are for informational purposes only and are not intended to be hyperlinks. In addition, the information on, or accessible through, our internet site, or any other internet site described herein, is not a part of, and is not incorporated or deemed to be incorporated by reference in, this prospectus, and you should not consider it to be a part of this prospectus. We will provide to each person, including the complete registration statement andany beneficial owner, to whom a prospectus is delivered a copy of any or all of the exhibits to it, through the SEC’s website located at http://www.sec.gov. This site contains reports and other information that we file electronicallyhas been incorporated by reference in the prospectus but not delivered with the SEC. The registration statement and other reports or information can be inspected, andprospectus. In addition, you may request copies may be obtained, at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room ofour filings with the SEC, may be obtainedincluding the documents listed below under the heading “Incorporation of Certain Information by Reference,” at no cost, by calling the SECus at 1-800-SEC-0330.(585) 352-7777 or by writing to us at: Transcat, Inc., Attn: Corporate Secretary, 35 Vantage Point Drive, Rochester, New York 14624.
8
We have filed with the SEC a registration statement of which this prospectus is a part, and related exhibits with the SEC under the Securities Act of 1933, as amended (the “Securities Act”)., relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portionsstatement. You may review a copy of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our securities, we refer you to the registration statement and its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other documents are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respectsincorporated by reference to the document to which it refers. You may inspect the registration statement and exhibits without charge attherein through the SEC’s Public Reference Room or at the SEC’sinternet web site listed above, and you may obtain copies from the SEC at prescribed rates.referred to above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE DOCUMENTS THAT WE HAVE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM OR IN ADDITION TO THE INFORMATION CONTAINED IN THIS DOCUMENT ANDINCORPORATEDAND INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
WeThe SEC allows us to incorporate informationby reference into this prospectus by reference,certain information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. We incorporate by reference the documents listed below and all documents subsequently filed with the SEC (excluding any portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of this prospectus and prior to the date this offering is terminated or we issue all of the securities under this prospectus:
| ● | Our Annual Report on Form 10-K for the fiscal year ended March 26, 2022, filed with the SEC on June 9, 2022, including the information specifically incorporated by reference into the Form 10-K from our definitive proxy statement for the 2022 Annual Meeting of Shareholders filed on July 21, 2022. |
| ● | Our Quarterly Reports on Form 10-Q for the quarters ended June 25, 2022, September 24, 2022, and December 24, 2022, filed with the SEC on August 3, 2022, November 2, 2022, and February 1, 2023, respectively. |
| ● | Our Current Reports on Form 8-K filed with the SEC on July 25, 2022, August 2, 2022, September 8, 2022, and March 28, 2023. |
| ● | The description of our Common Stock, par value $0.50 per share, contained in Amendment Number 1 to our Registration Statement on Form S-3 (Registration No. 333-42345), filed with the SEC on February 5, 1998, Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended March | |
| ||
| ||
|
9
Nothing in this prospectus shall be deemed to incorporate information furnished, but not filed, with the SEC, including pursuant to Item 2.02 or Item 7.01 of Form 8-K and any corresponding information or exhibit furnished under Item 9.01 of Form 8-K or included as an exhibit.8-K.
Information in this prospectus supersedes related information in the documents listed above and information in subsequently filed documents supersedes related information in both this prospectus and the incorporated documents.
You may request orally or in writing, and we will provide you with, a copyTo obtain copies of these filings, at no cost, by calling us at (585) 352-7777 or by writing to us at the following address:
Corporate SecretaryTranscat, Inc.35 Vantage Point DriveRochester, New York 14624
These filings and reports can also be found on our website, located atwww.transcat.com, by following the links to “Investor Relations” and “SEC Filings.”
The information contained on our website does not constitute a part ofsee “Where You Can Find More Information” in this prospectus.
RISK FACTORS
Investing in our securities involves risks. Before making an investment decision, you should carefully consider the specific risks set forth under the caption “Risk Factors” in the applicable prospectus supplement and under the caption “Risk Factors” in our filings with the SEC, which are incorporated by reference into this prospectus.
THE SECURITIES WE MAY OFFER
This prospectus contains a summary of the common stock, warrants, purchase contracts, and units that we may offer under this prospectus. The particular material terms of the securities offered by a prospectus supplement will be described in that prospectus supplement. The descriptions herein and in the applicable prospectus supplement do not contain all of the information that you may find useful or that may be important to you. However, this prospectus, the prospectus supplement and the pricing supplement, if applicable, contain the material terms and conditions for each security. The prospectus supplement will also contain information, where applicable, about material U.S. federal income tax considerations relating to the offered securities, and the securities exchange, if any, on which the offered securities will be listed. You should read these documents as well as the documents filed as exhibits to or incorporated by reference to this registration statement. Capitalized terms used in this prospectus that are not defined will have the meanings given them in these documents.
Introduction
The following section describes the material features and rights of our Common Stock.common stock. The summary does not purport to be exhaustive and is qualified in its entirety by reference to our Articles of Incorporation, as amended (the “Articles”) and our Code of Regulations, as amended (the “Code of Regulations”), each of which is filed as an exhibit to the Registration Statement of which this prospectus is a part, and to applicable sections of the Ohio General Corporation Law which we refer to as the(the “OGCL”).
General
We are authorized to issue up to 30,000,000 shares of Common Stock.common stock. Each share of Common Stockcommon stock entitles the holder to the same rights, and is the same in all respects, as each other share of Common Stock.common stock. Holders of Common Stockcommon stock are entitled to: (1)(i) one vote per share on all matters requiring a shareholder vote; (2)(ii) a ratable distribution of dividends, if and when, declared by the board of directors (the “Board”); and (3)(iii) in the event of a liquidation, dissolution or winding up of us, to share ratably in all assets remaining available for distribution to them after payment of liabilities. Holders of Common Stock,common stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock.common stock. The shares of Common Stock,common stock, when issued in the manner described in this prospectus, will be fully paid and nonassessable.
Dividends
Our credit agreement, as amended, limits our ability to pay cash dividends to $3.0$10.0 million in any fiscal year. We have not declared any cash dividends since our inception and have no current plans to pay any dividends in the foreseeable future.
Transfer Agent & Registrar
The transfer agent and registrar for our Common Stockcommon stock is Computershare.
Listing
Our common stock is listed on the Nasdaq Global Market under the trading symbol “TRNS.”
10
Anti-takeover Effects of Certain Provisions in our Articles of Incorporation, Code of Regulations and the OGCL
Articles of Incorporation and Code of Regulations
Some provisions of our Articles of Incorporation and our Code of Regulations may be deemed to have an anti-takeover effect and may collectively operate to delay, defer or prevent a tender offer, a proxy contest or takeover attempt that a shareholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the shares held by our shareholders. These provisions are intended to discourage certain types of coercive takeover practices and inadequate takeover bids. This also encourages persons seeking to acquire control of us to negotiate with us first. As a result, shareholders who might desire to participate in such transactions may not have an opportunity to do so. In addition, these provisions will also render the removal of our Board or management more difficult. The following discussion is a summary of certain material provisions of our Articles of Incorporation and our Code of Regulations, copies of which are filed as exhibits to the Registration Statement of which this prospectus is a part.
The Company’sOur Articles of Incorporation require the affirmative vote of the holders of at least 75% of the capital stock of the Company entitled to vote in order to authorize: (i) any merger or consolidation of the Company with any other corporation if such transaction would otherwise by law require a vote of the shareholders; (ii) any combination or majority share acquisition with or by any corporation if such transaction would otherwise by law require a vote of the shareholders; or (iii) any lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of the Company to any other person or entity; if, in any such event, such other corporation, person or entity is the beneficial owner of ten percent or more of the outstanding capital stock of the Company entitled to vote thereon. Notwithstanding the forgoing, such restrictions do not apply if the Company’s Board of Directors approves a memorandum of understanding with the other corporation, person or entity prior to the time it becomes the owner of ten percent or more of the outstanding shares of the Company’s capital stock.
Additionally, the affirmative vote of the holders of at least 75% of the capital stock of the Company entitled to vote is required to amend, alter or repeal any of the foregoing provisions of the Company’s Articles of Incorporation.our Articles.
Finally, the Board is divided into three classes, and the Company’sour Code of Regulations state that the members of each class are elected for a term of three years and only one class of directors is elected annually. Thus, it would take at least two annual elections to replace a majority of our Board.
Ohio General Corporation Law
Certain provisions of the OGCL make a change in control of an Ohio corporation more difficult. Below is a summary of the Ohio anti-takeover statutes.
Ohio Control Share Acquisition Statute
The OGCL provides that certain notice and informational filings, and special shareholder meeting and voting procedures, must occur prior to the acquisition of an issuer’s shares that would entitle the acquirer to exercise or direct the voting power of the issuer in the election of directors within any of the following
11
ranges: (i) one-fifth or more but less than one-third of such voting power, (ii) one-third or more but less than a majority of such voting power; or (iii) a majority or more of such voting power.
The Ohio Control Share Acquisition Statute does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Ohio Control Share Acquisition Statute.
Ohio Merger Moratorium Statute
Chapter 1704 of the OGCL addresses a range of business combinations and other transactions (including mergers, consolidations, asset sales, loans, disproportionate distributions of property and disproportionate issuances or transfers of shares or rights to acquire shares) between an Ohio corporation and an “Interested Shareholder” who, alone or with others, may exercise or direct the exercise of at least 10% of the voting power of the corporation in the election of directors. The Ohio Merger Moratorium Statute prohibits such transactions between the corporation and an Interested Shareholder for a period of three years after a person becomes an Interested Shareholder, unless, prior to such date, the directors approved either the business combination or other transaction or approved the acquisition that caused the person to become an Interested Shareholder.
After the three-year period, transactions between the corporation and the Interested Shareholder are permitted if:
| ● | the transaction is approved by the holders of shares with at least two-thirds of the voting power of the corporation in the election of directors or the approval of the holders of a majority of the voting shares held by persons other than an Interested Shareholder; or | |
| ● | the business combination results in shareholders, other than the Interested Shareholder, receiving the higher of the highest amount paid in the past by the Interested Shareholders for the corporation’s shares or the amount that would be due to the shareholders if the corporation were to dissolve. |
The Ohio Merger Moratorium Statute does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Ohio Merger Moratorium Statute.
Ohio Anti-Greenmail Statute
Pursuant to the Ohio Anti-Greenmail Statute, a public corporation formed in Ohio may recover profits that a shareholder makes from the sale of the corporation’s securities within 18 months after making a proposal to acquire control or publicly disclosing the possibility of a proposal to acquire control. The corporation may not, however, recover from a person who proves either: (i) that his sole purpose in making the proposal was to succeed in acquiring control of the corporation and there were reasonable grounds to believe that he would acquire control of the corporation; or (ii) that his purpose was not to increase any profit or decrease any loss in the shares. Also, before the corporation may obtain any recovery, the aggregate amount of the profit realized by such person must exceed $250,000. Any shareholder may bring an action on behalf of the corporation if a corporation refuses to bring an action to recover these profits. The party bringing such an action may recover his attorneys’ fees if the court having jurisdiction over such action orders recovery of any profits.
12
The Ohio Anti-Greenmail Statute does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Ohio Anti-Greenmail Statute.
DESCRIPTIONUSE OF WARRANTSPROCEEDS
We will not receive any proceeds from the shares of our Common Stock offered for resale by the Selling Shareholder, but we may, issue warrantsin some cases, pay certain registration and offering fees and expenses on its behalf.
On March 27, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Selling Shareholder and purchased all of the outstanding capital stock of TIC-MS, Inc., a Missouri corporation, for an aggregate purchase price of $9.7 million, including $2.91 million in cash plus an amount of Common Stock with a value equal to purchase our common stock. We may offer warrants separately$6.79 million, or together77,387 shares of Common Stock. TIC-MS, Inc. is a precision metrology services and instrument calibration laboratory.
In connection with one or more additional warrants, common stock, or any combinationthe Merger Agreement, we entered into the Registration Rights Agreement pursuant to which we agreed to register for resale under the Securities Act the shares of those securities inCommon Stock received by the form of units, as described in the appropriate prospectus supplement. If we issue warrantsSelling Shareholder as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit priorpurchase price.
We have agreed to the warrants’ expiration date. Below is a description of certain general terms and provisionsbear all of the warrants that we may offer. Further terms of the warrants will be described in the prospectus supplement.
The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts, including purchase contracts issued as part of a unit with one or more other securities, for the purchase or sale of our common stock. The price per share of common stock may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula contained in the purchase contracts. We may issue purchase contracts in such amounts and in as many distinct series as we wish.
The applicable prospectus supplement may contain, where applicable, the following information about the purchase contracts issued under it:
| |
| |
| |
| |
| |
|
The applicable prospectus supplement will describe the terms of any purchase contracts. The preceding description and any description of purchase contracts in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the purchase contract agreement and, if applicable, collateral arrangements and depositary arrangements relating to such purchase contracts.
DESCRIPTION OF UNITS
We may issue units comprised of two or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The applicable prospectus supplement may describe:
| |
| |
| |
| |
|
The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the form of unit agreement which will be filed with the SECexpenses incurred in connection with the offeringregistration of such units,the Common Stock covered by this prospectus. The Selling Shareholder will pay or assume brokerage commissions and similar charges, if applicable, collateral arrangements and depositary arrangements relating to such units.
USE OF PROCEEDS
We intend to use the net proceeds fromany, incurred in the sale of the securities for general corporate purposes unless otherwise indicated inshares of Common Stock.
This prospectus covers the prospectus supplement relating to a specific issue of securities. Our general corporate purposes may include the acquisition of companies, businesses or assets; repayment and refinancing of debt; capital expenditures; and working capital. The prospectus supplement with respect to an offering of securities may identify different or additional uses for the proceeds of such offering.
The precise amounts and the timing of our use of the net proceeds will depend upon market conditions, the availability of other funds and other factors. Until we use the net proceeds from the sale of any of the securities for general corporate purposes, we expect to either reduce our indebtedness or invest in investment grade, interest-bearing securities.
PLAN OF DISTRIBUTION
We may sell our securities in any of the following ways:
| |
| |
| |
| |
|
Each time that we use this prospectus to sell our securities, we will also provide a prospectus supplement that contains the specific terms of such offering. The prospectus supplement will set forth the terms of the offering of such securities, including:
| |
| |
| |
|
If we use underwriters in the sale of any securities on a firm commitment basis, the securities will be acquired by the underwriters for their own account and may be resoldresale from time to time by the Selling Shareholder identified in onethe table below of an aggregate of up to 77,387 shares of our Common Stock, subject to any appropriate adjustment as a result of any stock split, stock dividend, or moreother distribution with respect to, or in an exchange or replacement, or in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event. Other than as described above, the Selling Shareholder and its affiliates have not held a position or office, or had any material relationship, with us within the last three years.
The table below: (i) lists the Selling Shareholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of our Common Stock by the Selling Shareholder; (ii) has been prepared based upon information furnished to us by the Selling Shareholder; and (iii) to our knowledge, is accurate as of the date of this prospectus. The Selling Shareholder may sell all, some or none of its securities in this offering. The Selling Shareholder identified in the table below may have sold, transferred or otherwise disposed of some or all of its securities since the date of this prospectus in transactions including negotiated transactions,exempt from or not subject to the registration requirements of the Securities Act. Information concerning the Selling Shareholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly and as required.
13
| Shares Beneficially Owned Prior to the Offering (1) | Maximum Number of Shares to be sold in this Offering | Shares Beneficially Owned After the Offering (1)(2) | ||||||||
| Selling Shareholder | Number | Percentage | Number | Percentage | ||||||
| William P. and B. Gaile Alexander Joint Revocable Trust (3) | 77,387 | 1.01% | 77,387 | — | —% | |||||
| TOTAL | 77,387 | 1.01% | 77,387 | — | —% | |||||
| (1) | Percentage ownership for the Selling Shareholder is determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder and is based on 7,642,412 outstanding shares of our Common Stock as of May 15, 2023. |
| (2) | The totals reported in this column assume that (a) all of the securities registered by the registration statement of which this prospectus is a part are sold in this offering; (b) the Selling Shareholder does not (i) sell any of the shares of Common Stock, if any, that have been issued to it other than those covered by this prospectus; and (ii) acquire additional shares of our Common Stock after the date of this prospectus and prior to the completion of this offering. |
| (3) | As trustee of the William P. and B. Gaile Alexander Joint Revocable Trust, B. Gaile Alexander may be deemed to have shared voting and dispositive power over the shares of Common Stock held by the Selling Shareholder. |
14
The Selling Shareholder, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock or interests in shares of Common Stock received after the date of this prospectus from a Selling Shareholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of its shares of Common Stock covered by this prospectus on any stock exchange, market or trading facility on which the shares of Common Stock are traded or in private transactions. These dispositions may be at a fixed public offeringprices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, or at varying prices determined at the time of sale. sale, or at negotiated prices.
The Selling Shareholder may use any one or more of the following methods when disposing of shares or interests therein:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately negotiated transactions; |
| · | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
| · | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| · | broker-dealers may agree with the Selling Shareholder to sell a specified number of such shares at a stipulated price per share; |
| · | the in-kind distribution of the shares by an investment fund to its limited partners, members or other equity holders; |
| · | a combination of any such methods of sale; and |
| · | any other method permitted by applicable law. |
The Selling Shareholder may sell all, some or none of the shares of Common Stock covered by this prospectus. If sold under the registration statement of which this prospectus forms a part, the shares of Common Stock will be freely tradeable in the hands of persons other than our affiliates that acquire such shares.
The Selling Shareholder may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by it and, if it defaults in the performance of its secured obligations,
15
the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Shareholder to include the pledgee, transferee or other successors in interest as Selling Shareholder under this prospectus. The Selling Shareholder also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our Common Stock or interests therein, the Selling Shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions it assumes. To the extent permitted by applicable securities laws, the Selling Shareholder may also sell shares of our Common Stock short and deliver these securities to close out its short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of Common Stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Shareholder from the sale of the Common Stock offered by it will be the purchase price of the Common Stock less discounts or commissions, if any. The Selling Shareholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from this offering.
The Selling Shareholder also may resell all or a portion of the shares of Common Stock in open market transactions in reliance upon Rule 144 under the Securities Act, provided that it meets the criteria and conforms to the requirements of that rule.
The Selling Shareholder and any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests therein may be either offered to“underwriters” within the public throughmeaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit it earns on any resale of the shares of Common Stock covered by this prospectus may be underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally,discounts and commissions under the underwriters’ obligations to purchaseSecurities Act. Selling Shareholder who are “underwriters” within the securitiesmeaning of Section 2(a)(11) of the Securities Act will be subject to certain conditions precedent. The underwriters will be obligated to purchase allthe prospectus delivery requirements of the securities if they purchase any of the securities. We may also engage underwriters on a best efforts basis.
We may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of our securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.Securities Act.
To the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant torequired, the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will issue and sell shares of our common stockCommon Stock to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. Duringbe sold, the termnames of the Selling Shareholder, the respective purchase prices and public offering prices, the names of any such agreement, we may sell shares onagents, dealer or underwriter, any applicable commissions or discounts with respect to a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that any shares of our common stock sold will be sold at prices related to the then prevailing market prices for our common stock. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of each such distribution agreementparticular offer will be set forth in more detail in aan accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. If any underwriter
In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or agent acts as principal,licensed brokers or broker dealer acts as underwriter,dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
16
We have advised the Selling Shareholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the Selling Shareholder and its affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may engage in certain transactions that stabilize, maintainbe supplemented or otherwise affectamended from time to time) available to the priceSelling Shareholder for the purpose of our securities. We will describe any such activities insatisfying the prospectus supplement relating todelivery requirements of the transaction.
InSecurities Act. The Selling Shareholder may indemnify any broker-dealer that participates in transactions involving the sale of the securities, underwriters or agents may receive compensation from us in the form of underwriting discounts or commissions and may also receive compensation from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Discounts, concessions and commissions may be changed from time to time. Dealers and agents that participate in the distribution of the securities may be deemed to be underwritersshares against certain liabilities, including liabilities arising under the Securities Act, and any discounts, concessions or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws.Act.
We may authorize underwriters, dealers or agentshave agreed to solicit offers by certain purchasers to purchase our securities atindemnify the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions or discounts we pay for solicitation of these contracts.
Agents and underwriters may be entitled to indemnification by usSelling Shareholder against certain civil liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.shares offered by this prospectus.
We may enter into derivative transactionshave agreed with third parties, or sell securities notthe Selling Shareholder to keep the registration statement of which this prospectus constitutes a part effective until the earliest to occur of (i) September 27, 2025, (ii) a Change of Control, and (iii) such time as the shares of Common Stock covered by this prospectus have been sold by the Selling Shareholder.
For purposes hereof, a “Change of Control” means an event or series of events (i) as a result of which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to third partieshave “beneficial ownership” of all Common Stock that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the Common Stock entitled to vote for members of the Company’s board of directors on a fully diluted basis (and taking into account all such Common Stock that such person or group has the right to acquire pursuant to any option right); or (ii) that results in privately negotiated transactions. If the applicable prospectus supplement indicates in connection with those derivatives thensale of all or substantially all of the third parties may sell securitiesassets or businesses of the Company and its consolidated subsidiaries, taken as a whole; provided, however that such event or events shall not constitute a Change of Control if, following the occurrence thereof, shares of Common Stock continue to be listed for trading on any market or exchange of The Nasdaq Stock Market LLC, or any other market or exchange on which the shares of Common Stock covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment).are listed for trading.
Until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.
Underwriters may engage in overallotment. If an underwriter creates a short position in offered securities by selling more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market.
The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters' short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering.
Any person participating in the distribution of common stock registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Securities Act, Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our common stock by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock. These restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our commonstock.
If more than 10% of the net proceeds of any offering of securities made under this prospectus will be received by Financial Industry Regulatory Authority (“FINRA”) members participating in the offering, or affiliates or associated persons of such FINRA members, the offering will be conducted in accordance with FINRA Rule 5110.
The validity of the securities offered hereby will be passed upon for us by Harter Secrest & Emery LLP, Rochester, N.Y.James M. Jenkins, General Counsel and VP of Corporate Development of the Company. As of May 15, 2023, Mr. Jenkins beneficially owned 4,664 shares of the Company’s Common Stock, which represented less than 1.0% of the total outstanding shares of Common Stock of the Company.
The consolidated financial statements of Transcat, Inc. as of March 25, 201726, 2022 and March 26, 2016,27, 2021, and for each of the years in the two-year period ended March 25, 2017,26, 2022, have been incorporated by reference herein, in reliance upon the reports of Freed Maxick CPAs, P.C., independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
17
$50,000,000
Transcat, Inc.
77,387 Shares of Common Stock Offered by the Selling Shareholder
Common StockWarrantsPurchase ContractsUnits
December 20, 2017, 2023
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Securitiesshares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
PARTPart II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses (other than underwriting compensation) to be incurred by us in connection with the issuance and distribution of our securities being registered hereby are:
| Securities and Exchange Commission filing fee | $ | 6,225 | |
| Accounting fees and expenses | * | ||
| Legal fees and expenses | * | ||
| Printing fees | * | ||
| Miscellaneous | * | ||
| Total expenses | $ | 6,225 |
| Securities and Exchange Commission filing fee | $ | 727.19 | |
| Accounting fees and expenses* | 2,500.00 | ||
| Legal fees and expenses* | 20,000.00 | ||
| Miscellaneous* | 2,500.00 | ||
| Total expenses | $ | 25,727.19* |
| * |
|
Item 15. Indemnification of Directors and Officers.
We are incorporated under the Ohio General Corporation Law (the “OGCL”).
Article VI of the Company’sour Code of Regulations, as amended, provides that the registrantwe shall indemnify itsour directors and officers to the fullest extent authorized by the OGCL. With respect to indemnification of directors and officers, Section 1701.13 of the OGCL provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. Under this provision of the OGCL, the termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct is unlawful.
II-1
Furthermore, the OGCL provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that
II-1
no indemnification shall be made in respect of: (i) any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses as the court of common pleas or such other court shall deem proper; or (ii) any action or suit in which the only liability asserted against a director is pursuant to OGCL Section 1701.95 (relating to unlawful loans, dividends, and distributions of assets).
In addition, Section 1701.13(E)(5)(a) requires a corporation to pay any expenses, including attorneys’ fees, of a director in defending an action, suit, or proceeding referred to above as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to both (i) repay such amount if it is proved by clear and convincing evidence that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation and (ii) reasonably cooperate with the corporation concerning the action, suit, or proceeding. Section 1701.13(E)(7) and (F)(2) further authorizes a corporation to enter into contracts regarding indemnification and to purchase and maintain insurance on behalf of any director, trustee, officer, employee or agent for any liability asserted against him or arising out of his status as such. The Company presently maintains insurance policies that provide coverage for our directors and officers in certain situations where we cannot directly indemnify such directors or officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, of 1933, as amended, and is therefore unenforceable.
II-2
Item 16. Exhibits and Financial Statement Schedules.
EXHIBIT INDEX
II-2
| * | Filed herewith. |
|
II-3
Item 17. Undertakings.
| (a) | The undersigned registrant hereby undertakes: | ||
| (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 | ||
| (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 prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (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. | ||
II-3
provided, however, that paragraphs (a)(1)(i), (ii) and (iii) 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 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 initialbona 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 | ||
II-4
| (b) | The undersigned registrant hereby undertakes 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 | ||
| (c) | 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 |
II-4
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of 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.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on this 2016thday of December, 2017.May 2023.
| TRANSCAT, INC. | ||
| By: | ||
| Lee D. Rudow | ||
| President and Chief Executive Officer |
II-6
We, the undersigned directorsKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and officers, do hereby severally constitute and appoint appoints each of Lee D. Rudow and Michael J. Tschiderer, andJames M. Jenkins, each of them severally, ouracting individually, as his or her true and lawful attorneys-in-factattorney-in-fact and agents,agent with full powers of substitution and resubstitution, to doact for him or her and in his or her name, place and stead, in any and all acts and things in our name and on our behalf in our capacities, as directors and officers and to executesign any and all instruments for usamendments to this registration statement (including post-effective amendments and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisableregistration statements filed pursuant to enable Transcat, Inc. to comply withRule 462 under the Securities Act of 1933, as amended, (the “Securities Act”)and otherwise), and any rules, regulationsother documents in connection therewith, and requirements ofto file the same, with all exhibits thereto, with the Securities and Exchange Commission, in connection with this registration statement on Form S-3, including specifically, but without limitation,granting unto said attorneys-in-fact and agents the full power and authority to signdo and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for usall intents and purposes as he or any of us,she might or could do in our names in the capacities indicated below, anyperson, hereby ratifying and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirmconfirming all that said attorneys-in-fact and agents shallor any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.Each of the undersigned has executed this power of attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
| /s/ Lee D. Rudow | Director, President and Chief Executive Officer | May 16, 2023 | ||
| Lee D. Rudow | ||||
| (Principal Executive Officer) | ||||
| /s/ | ||||
| Senior Vice President of Finance, | ||||
Financial Officer | ||||
| and Treasurer (Principal Financial Officer) | May 16, 2023 | |||
| Thomas L. Barbato | ||||
| /s/ Scott D. Deverell | Controller and Principal Accounting Officer | May 16, 2023 | ||
| Scott D. Deverell | ||||
| (Principal Accounting Officer) | ||||
| /s/ | ||||
| Chairman of the Board of Directors | ||||
| Gary J. Haseley | ||||
II-6
| Signatures | Title | Date | ||
| /s/ Craig D. Cairns | Director | May 16, 2023 | ||
| Craig D. Cairns | ||||
| /s/ Oksana S. Dominach | Director | May 16, 2023 | ||
| Oksana S. Dominach | ||||
| /s/ Charles P. Hadeed | Director | May 16, 2023 | ||
| Charles P. Hadeed | ||||
| /s/ Richard J. Harrison | Director | May 16, 2023 | ||
| Richard J. Harrison | ||||
| /s/ | ||||
| Director | ||||
| Mbago M. Kaniki | ||||
| /s/ Cindy Langston | Director | May 16, 2023 | ||
| Cindy Langston | ||||
| /s/ Paul D. Moore | Director | May 16, 2023 | ||
| Paul D. Moore | ||||
II-7