As filed with the Securities and Exchange Commission on December 9, 2004
November 12, 2021
Registration No. (333-116656)
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
-------------------
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
TRANSACT TECHNOLOGIES INCORPORATED
(Exact
TransAct Technologies Incorporated
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 06-1456680 (I.R.S. Employer Identification No.) |
One Hamden Center, 2319 Whitney Avenue, Suite 3B
Hamden, CT 06518
(203) 269-1198
(Address,859-6800
(Address, including zip code, and telephone number, including area code, of Registrant'sregistrant’s principal executive offices)
Steven A. DeMartino
Executive Vice
President, Chief Financial Officer, SecretaryTreasurer and Treasurer
Secretary
TransAct Technologies Incorporated
7 Laser Lane
Wallingford, Connecticut 06492
(Name,
One Hamden Center, 2319 Whitney Avenue, Suite 3B
Hamden, CT 06518
(203) 859-6800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy
With copies to:
Edward M. Kane, Esq.
Shipman & Goodwin
Scott W. Goodman
Gretchen Blauvelt-Marquez
Day Pitney LLP
300 Atlantic Street
Stamford, Connecticut 06901
(203) 324-8100
605 Third Avenue
31st Floor
New York, NY 10158
(212) 297-2436
Approximate date of commencement of proposed sale of the securities to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
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, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X]
box: x
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 number of the earlier effective registration statement for the same offering. [
]
¨
If delivery ofthis 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 prospectus is expected to be madeCommission pursuant to Rule 434,
please462(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer x | Smaller reporting company x |
| 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
| Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price (1) | Amount of Registration Fee (2) |
| Common Stock, par value $.01 per share | ||
| Preferred Stock, par value $.01 per share | ||
| Debt Securities | ||
| Warrants or Other Rights | ||
| Total | $50,000,000.00 | $4,635.00 |
| (1) | There are being registered hereunder an indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities and (d) warrants or other rights of TransAct Technologies Incorporated, which securities may be offered and sold in such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate public offering price for all securities not to exceed $50,000,000.00 after the date hereof. Such amount represents the offering price of any shares of common stock, the initial liquidation preference of any preferred stock issued at a price equal to initial liquidation preference, the principal amount of any debt securities issued at their stated principal amount, the issue price rather than the principal amount or liquidation preference of any debt securities or preferred stock issued with original issue discount, the issue price of any warrants or other rights, and the exercise price of any securities issuable upon the exercise of warrants or other rights. This registration statement also registers such presently indeterminate number of securities as may be issuable from time to time (x) upon conversion or upon exercise of, or in exchange for, any convertible or exchangeable securities registered hereunder or (y) pursuant to the anti-dilution provisions of any such securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder shall be deemed to include additional securities to be offered to prevent dilution resulting from stock splits, stock dividends or similar transactions. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance or sale by the registrant of the securities registered hereunder. Prices, when determined, may be in U.S. dollars or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. |
| (2) | Calculated pursuant to Rule 457(o) under the Securities Act. |
The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC 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 jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 9, 2004
PROSPECTUS
TRANSACT TECHNOLOGIES INCORPORATED
666,665 SHARES
COMMON STOCK
We are registering 666,665 shares of our common stock for offer and saleNOVEMBER 12, 2021
$50,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants or Other Rights
TransAct Technologies Incorporated (“TransAct,” the “Company,” “we” “us” or “our”) may from time to time byoffer, in one or more series or classes, separately or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus the selling stockholders namedfollowing securities:
| · | shares of our common stock, par value $.01 per share (“TransAct common stock”); |
| · | shares of our preferred stock, par value $.01 per share (“TransAct preferred stock”); |
| · | debt securities; and |
| · | warrants to purchase, or other rights exercisable for, shares of TransAct common stock or TransAct preferred stock or debt securities. |
We refer to TransAct common stock, TransAct preferred stock, debt securities and warrants or other rights, collectively, as the “securities” in this prospectus. We may offer, issue and sell the securities at an aggregate public offering price that will not receive anyexceed $50,000,000.
When we decide to sell the securities, we will provide specific terms of the proceeds fromoffered securities, including the saleamount of these shares of common stock.
Thissecurities offered, in a prospectus supplement. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering.
You should becarefully read in conjunction withthis prospectus and the documents incorporated by
reference herein.
Ourapplicable prospectus supplement before you make your investment decision.
TransAct common stock is tradedlisted on The Nasdaq NationalGlobal Market (“Nasdaq”) under the symbol "TACT." On December 6, 2004, the last reported sale price of our common stock
was $22.97 per share.
“TACT.”
We may offer and sell these securities to or through one or more underwriters, brokers, dealers, agents, or directly to purchasers, on a continuous or delayed basis.
Investing in our common stockthe securities involves risks. See "Risk Factors" beginningrisks that are described in the “Risk Factors” section on page 5,2 of this prospectus.
Neither the Securities and the risk factors incorporated herein by reference, for a discussionExchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the risks you should consider before investing in our common stock.
The shares covered bysecurities to be issued under this prospectus may be offered for sale from time to time
on The Nasdaq National Market or otherwise, at prices then obtainable. The
selling stockholders listed indetermined if this prospectus may sell any, allis truthful or none ofcomplete. Any representation to the shares offered by this prospectus. See "Plan of Distribution" beginning on page
12 forcontrary is a discussion of these and other distribution matters.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
criminal offense.
The date of this prospectus is December [ ], 2004.
TABLE OF CONTENTS
, 2021.
Table of Contents
| ABOUT THIS PROSPECTUS | ii |
| FORWARD-LOOKING STATEMENTS | iii |
| TRADEMARKS, SERVICE MARKS AND TRADE NAMES | v |
| PROSPECTUS SUMMARY | 1 |
| RISK FACTORS | 2 |
| USE OF PROCEEDS | 3 |
| DESCRIPTION OF CAPITAL STOCK | 4 |
| DESCRIPTION OF DEBT SECURITIES | 7 |
| DESCRIPTION OF WARRANTS OR OTHER RIGHTS | 16 |
| PLAN OF DISTRIBUTION | 18 |
| LEGAL MATTERS | 22 |
| EXPERTS | 22 |
| WHERE YOU CAN FIND MORE INFORMATION | 23 |
| INCORPORATION OF DOCUMENTS BY REFERENCE | 24 |
| -i- |
To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Incorporation of Documents by Reference” for information on us and our business.
This prospectus is part of a registration statement on Form S-3 that TransAct has filed with the SEC using a “shelf” registration process. Under this process, we may offer and sell from time to time, any of the following, in one or more series:
| · | TransAct common stock; |
| · | TransAct preferred stock; |
| · | debt securities; and |
| · | warrants to purchase, or other rights exercisable for, shares of TransAct common stock or TransAct preferred stock or debt securities. |
We may offer, issue and sell the securities at an aggregate public offering price of up to $50,000,000 (or the equivalent in foreign currencies).
The securities may be sold for U.S. dollars, foreign-denominated currency or currency units. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign-denominated currency or currency units as specified in the applicable prospectus supplement.
This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also add, update or change information contained or incorporated by reference in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement.
The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus. The prospectus supplement may also contain information about certain U.S. federal income tax consequences of an investment in the securities covered by the prospectus supplement.
We may sell securities to underwriters who will sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by us directly or through dealers or agents designated from time to time, which agents may be affiliates of ours. If we, directly or through agents, solicit offers to purchase the securities, we and our agents reserve the sole right to accept and to reject, in whole or in part, any offer.
The prospectus supplement will also contain, with respect to the securities being sold, the names of any underwriters, dealers or agents, together with the terms of the offering, the compensation of any underwriters, dealers or agents and the net proceeds to us.
Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
| -ii- |
Certain statements included in this prospectus may include “forward-looking statements” within the meaning of the U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent current views about possible future events and are often identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “plan” or “continue” or the negative thereof or other similar words. Forward-looking statements are subject to certain risks, uncertainties and assumptions. In the event that one or more of such risks or uncertainties materialize, or one or more underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by the forward-looking statements.
Important factors and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:
| · | the adverse effects of the COVID-19 pandemic, related vaccination rates and the emergence of virus variants on |
| · | our ability to successfully develop new products that garner customer acceptance and generate sales, both domestically and internationally, in the face of substantial competition; |
| · | our reliance on an unrelated third party to develop, maintain and host certain web-based food service application software and develop and maintain selected components of our downloadable software applications pursuant to a non-exclusive license agreement, and the risk that interruptions in our relationship with that third party could materially impair our ability to provide services to our food service technology customers on a timely basis or at all and could require substantial expenditures to find or develop alternative software products; |
| · | our ability to successfully transition our business into the food service technology market; |
| · | our ability to fully remediate a previously disclosed material weakness in our internal control over financial reporting; |
| · | risks associated with potential future acquisitions; |
| · | general economic conditions; |
| · | our dependence on contract manufacturers for the assembly of a large portion of our products in Asia; |
| · | our dependence on significant suppliers; |
| · | our ability to recruit and retain quality employees as the Company grows; |
| · | our dependence on third parties for sales outside the United States; |
| -iii- |
| · | marketplace acceptance of new products; |
| · | risks associated with foreign operations; |
| · | the availability of third-party components at reasonable prices; |
| · | price wars or other significant pricing pressures affecting the Company’s products in the United States or abroad; |
| · | increased product costs or reduced customer demand for our products due to changes in U.S. policy that may result in trade wars or tariffs; |
| · | our ability to protect intellectual property; |
| · | the effect of the United Kingdom’s withdrawal from the European Union; and |
| · | other risk factors detailed from time to time in our reports filed with SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 12, 2021 (our “2020 Form 10-K”), which is incorporated herein by |
We caution readers not to place undue reliance on forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by law.
| -iv- |
TRADEMARKS, SERVICE MARKS and TRADE NAMES
Trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. The trademarks we own include TransAct®, BOHA!™, AccuDate™, Epic, EPICENTRAL®, Ithaca® and Printrex®. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks, trade names and copyrights.
| -v- |
The following summary contains basichighlights only selected information about TransAct Technologies
Incorporatedcontained elsewhere in this prospectus and this offering. Because this is a summary, it necessarily doesmay not contain all the information that may be important to you. For a more
complete understanding of the offering, we encourageAccordingly, you are encouraged to read carefully this entire prospectus and any applicable prospectus supplement, including the "Risk Factors" section, andeach of the documents incorporated by reference herein. When weherein and therein, carefully and in their entirety. See the sections entitled “Where You Can Find More Information” and “Information Incorporated by Reference.” Unless the context requires otherwise, the words “TransAct,” the “Company,” “we,” “us,” and “our” refer to "TransAct," "the Company,"
"we," "our" and "us" in this prospectus, we mean TransAct Technologies Incorporated and its subsidiaries unlessconsolidated subsidiaries.
About TransAct
TransAct is a global leader in developing and selling software-driven technology and printing solutions for high growth markets including food service technology, point of sale automation, casino and gaming, and oil and gas. Our world-class products are designed from the context indicates otherwise.
BUSINESS OF THE COMPANY
TransAct was incorporated in June 1996ground up based on market and began operating as a stand-alone
business in August 1996 as a spin-off of the printer business that was formerly
conducted by certain subsidiaries of Tridex Corporation. We completed an initial
public offering on August 22, 1996.
TransAct designs, develops, manufacturescustomer requirements and markets transaction-based printersare sold under the Ithaca(R)BOHA!™, AccuDate™, Epic, EPICENTRAL®, Ithaca®, and Magnetec(R)Printrex® brand names. In addition,During 2019, we launched a new line of products for the food service technology market, related
consumables, spare partsthe BOHA! branded suite of cloud-based applications and services. Ourcompanion hardware solutions. The BOHA! software and hardware products help restaurants, convenience stores and food service operators of all sizes automate the food production in the back-of-house operations. Known and respected worldwide for innovative designs and real-world service reliability, our thermal and inkjet printers are used worldwide to
provideand terminals generate top-quality labels, coupons and transaction records such as receipts, tickets coupons, register
journals and other documents. We focus on two core markets: (1) point-of-sale
("POS")documents, as well as printed logging and banking and (2) gaming and lottery.plotting of data. We sell our products directlytechnology to original equipment manufacturers ("OEMs")(OEMs), value-added resellers, ("VARs"),
selectedand select distributors, andas well as directly to end-users. Our product distribution spans across the Americas, Europe, the Middle East, Africa, Asia, Australia, New Zealand, Latin America, the Caribbean Islands and the South Pacific. Our executive offices are located in Wallingford, ConnecticutWe also offer world-class service, support, labels, spare parts, accessories and we have one primary operating facility located in Ithaca, New York, five
sales offices located in the United States, and one sales office and service
depot in the United Kingdom.
RECENT DEVELOPMENTS
On December 2, 2004, we entered into a lease agreement for a new, approximately
13,700 square foot facility located at the Hughes Airport Center in Las Vegas,
Nevada. The new facility will serve as our global gaming and lottery
headquarters and will house our west coast point of sale and banking sales unit.
The facility will also serve as our new western region service center and will
provide serviceprinting supplies to our growing worldwide base of installed printersproducts currently in use by our customers. Through our TransAct Services Group, we provide a complete range of supplies and consumables used in the region. The
lease extends for a five-year term commencing on the earlierprinting and scanning activities of (i) January 1,
2005, or (ii) the completion of certain specified tenant improvements to the
premises. The lease also provides for an abatement of rent for the first six
months of the lease term, as well as an option to renew and extend the lease for
one term of five years at the expiration of the initial term of the lease.
Assuming a January 1, 2005 commencement date, minimum rental payments required
under this non-cancelable lease are as follows: $64,000 in 2005, $132,000 in
2006, $136,000 in 2007; $140,000 in 2008; and $144,000 in 2009.
On June 2, 2004, we announced the signing of a letter of intent under which
TransAct would acquire the transaction printer and printhead business known as
TPG, a division of ATSI Holdings Inc. (formerly known as Axiohm Transaction
Solutions). On July 8, 2004, we announced that the letter of intent had been
terminated by agreement of the parties.
On September 21, 2004, our common stock, which had been trading on The Nasdaq
SmallCap Market, began trading on The Nasdaq National Market.
SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The selected financial data set forth below as of December 31, 2003 and
2002, and for the three years ended December 31, 2003, are derived from our
financial statements which are incorporated herein by reference and which have
been audited by PricewaterhouseCoopers LLP, an independent registered public
accounting firm. The selected financial data set forth below as of December 31,
2001, 2000 and 1999 and for the two years ended December 31, 2000 are derived
from our audited financial statements not included in this prosputus. The
selected financial data has been retroactively restated to reflect the impact of
the stock split and EITF 03-06 "Participating Securities and the Two-Class
Method under FASB Statement No. 128, Earnings Per Share" ("EITF 03-06")
describedcustomers in the following paragraph.
On April 2, 2004, we effected a 3-for-2 stock split ofrestaurant and hospitality, banking, retail, casino and gaming, government and oil and gas exploration markets. Through our common stock in
the form of a 50% stock dividend. We began trading on a split basis on April 5,
2004. In addition, in the second quarter of 2004, we applied the consensus set
forth in EITF 03-06, which requires the two-class method of computing earnings
per share when participating securities, such as our redeemable preferred stock,
are outstanding. The two-class method is an earnings allocation formula that
determines earnings per share for common stock and participating securities
based upon an allocation of earnings as if all of the earnings for the period
had been distributed in accordance with participation rights on undistributed
earnings. EITF 03-06 became effective for reporting periods beginning after
March 31, 2004 and requires retroactive restatement of earnings per share.
Accordingly, we adopted the use of the two-class method for the computation of
earnings per share in the second quarter of 2004.
All amounts presented in our 2003 Annual Report on Form 10-K incorporated
herein by reference do not reflect the stock split or retroactive restatement of
earnings per share required under EITF 03-06. Amounts presented in this
prospectus, including the Selected Consolidated Financial Data below, have been
adjusted to reflect the stock split and retroactive restatement of earnings per
share required under EITF 03-06. The application of EITF 03-06 did not affect
earnings per share information for 2002, 2001 or 2000 as we incurred losses in
those years. The application of EITF 03-06 did not impact 1999 because no
participating preferred securities were outstanding.
Previously reported earnings per share amounts for 2003 have been restated
as follows:
3
As previously reported, Restated for
split-adjusted EITF 03-06
----------------------- ------------
Net income available to common
shareholders: $ 1,170 $ 1,061
Net income per common share:
Basic $ 0.13 $ 0.12
Diluted $ 0.13 $ 0.11
Net income per share using the two-class method has been computed as
follows (in thousands except per share data):
2003
-------
Basic:
Net income (loss) $ 1,528
Dividend and accretion charges on preferred stock (358)
Earnings allocation to preferred shareholders (109)
-------
Net income (loss) available to common shareholders $ 1,061
=======
Weighted average common shares
outstanding 8,690
Basic net income per share $ 0.12
Diluted:
Net income available to common shareholders $ 1,061
=======
Weighted average common shares
outstanding 8,690
Dilutive effect of outstanding options, warrants
and restricted stock as determined by the
treasury stock method 645
-------
Adjusted weighted average shares 9,335
=======
Diluted net income per share $ 0.11
4
The data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"webstore, www.transactsupplies.com, and our financial statements, includingdirect selling team, we address the notes thereto, which are incorporated
herein by reference.
Year Ended December 31,
-------------------------------------------
2003 2002 2001 2000 1999
------- ------- ------- ------- -------
Statement of Operations Data:
Net sales $52,098 $39,461 $43,974 $53,720 $44,889
Gross profit 15,543 10,216 9,774 14,142 11,754
Operating expenses 12,855 11,200 17,060 14,296 11,719
Operating income (loss) 2,688 (984) (7,286) (154) 35
Net income (loss) 1,528 (692) (4,922) (344) 324
Net income (loss) available
to common shareholders, as restated 1,061 (1,050) (5,280) (664) 324
Earnings (loss) per share, as restated:
Basic 0.12 (0.12) (0.63) (0.08) 0.04
Diluted 0.11 (0.12) (0.63) (0.08) 0.04
December 31,
-------------------------------------------
2003 2002 2001 2000 1999
------- ------- ------- ------- -------
Balance Sheet Data:
Total assets $26,361 $22,030 $25,791 $27,619 $25,684
Working capital 11,787 8,798 8,366 13,631 11,094
Long-term debt, excluding current portion 330 2,791 5,344 5,944 7,100
Redeemable convertible preferred stock 3,902 3,824 3,746 3,668 -
Shareholders' equity 10,347 6,545 7,315 12,191 12,207
THE OFFERING
Securities Offered.... 666,665 shares of common stock of TransAct.
Use of Proceeds....... The Company will not receive any proceeds from the sale of common
stock by the selling stockholders.
Capital Stock......... Our common stock is listed on The Nasdaq National Market under the
symbol "TACT."
OUR ADDRESS
demand for these products.
Our principal executive offices are located at 7 Laser Lane, Wallingford, Connecticut
06492 and our telephone number is (203) 269-1198. Our websiteoffice is located at www.transact-tech.com. The informationOne Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, Connecticut 06518, with a telephone number of (203) 859-6800. Our website address is www.transact-tech.com. Information contained on our website is not a part of this prospectus. 5
Shares of TransAct common stock, par value $.01 per share, are publicly traded under the symbol “TACT” on Nasdaq.
| -1- |
An investment in our securities involves a high degree of risk. You should carefully consider the following risk factorsrisks set forth under “Risk Factors” in any applicable prospectus supplement, under “Risk Factors” under Item 1A of Part I of our 2020 Form 10-K, as updated by any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all of the other information set forth in this prospectus, as well as the risk factors and
informationcontained or incorporated by reference in this prospectus and the applicable prospectus supplement before decidingmaking an investment decision. The occurrence of any of these risks could materially and adversely affect our business, prospects, financial condition, results of operations and cash flow and might cause you to investlose all or part of your investment in the common stock.offered securities. The risks described below andthat we discuss in the documents incorporated by reference in this prospectus are not the only ones facingthose we currently believe may materially affect our Company. Additional risks not nowpresently known to us or that we currently deembelieve are immaterial also may also impair our business
operations.
OUR STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY.
The market price of our common stock could fluctuate significantly in response
to variations in quarterly operating results and other factors, such as:
- changes in our business, operations or prospects;
- developments in our relationships with our customers;
- announcements of new products or services by us or by our
competitors;
- announcement or completion of acquisitions by us or by our
competitors;
- changes in existing or adoption of additional government
regulations;
- unfavorable or reduced analyst coverage; and
- prevailing domestic and international market and economic
conditions.
In addition, the stock market has experienced significant price fluctuations in
recent years. Many companies experienced material fluctuations in their stock
price that were unrelated to their operating performance. Broad market
fluctuations, general economic conditions and specific conditions in the
industry in which we operate may adversely affect the market price of our common
stock.
LIMITED TRADING VOLUME OF OUR CAPITAL STOCK MAY CONTRIBUTE TO ITS PRICE
VOLATILITY.
On September 21, 2004, our common stock, which had been trading on The Nasdaq
SmallCap Market, began trading on The Nasdaq National Market. During the nine
months ended September 30, 2004, the average daily trading volume for our common
stock on The Nasdaq SmallCap Market and The Nasdaq National Market was
approximately 121,256 shares. We are uncertain whether a more active trading
market in our common stock will develop. In addition, many investment banks no
longer find it profitable to provide securities research on micro-cap and
small-cap companies. If analysts were to discontinue coverage of our common
stock, our trading volume may be further reduced. As a result, relatively small
trades may have a significant impact on the market price of our common stock,
which could increase the volatility and depress the price of our common stock.
FUTURE SALES OF OUR COMMON STOCK MAY CAUSE OUR STOCK PRICE TO DECLINE.
In the future, we may sell additional shares of our common stock in public or
private offerings, and we may also issue additional shares of our common stock
to finance future acquisitions. Shares of our common stock are also available
for future sale pursuant to stock options that we have granted to our employees,
and in the future
6
we may grant additional stock options and other forms of equity compensation to
our employees. Sales of our common stock, or the perception that such sales
could occur, may adversely affect prevailing market prices for shares of our
common stock and could impair our ability to raise capital through future
offerings.
WE DEPEND ON KEY PERSONNEL.
Our future success will depend in significant part upon the continued service of
certain key management and other personnel and our continuing ability to attract
and retain highly qualified managerial, technical and sales and marketing
personnel. There can be no assurance that we will be able to recruit and retain
such personnel. The loss of Bart C. Shuldman, the Company's Chairman of the
Board, President and Chief Executive Officer, or the loss of certain groups of
key employees, could have a material adverse affect on our results of
operations.
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY ACTUAL OR THREATENED TERRORIST
ATTACKS OR THE RELATED HEIGHTENED SECURITY MEASURES, MILITARY ACTIONS AND OTHER
EFFORTS TO COMBAT TERRORISM.
Our business could be adversely affected by actual or threatened terrorist
attacks or the related heightened security measures, military actions and other
efforts to combat terrorism. It is possible that terrorist attacks could be
directed at important locations for the gaming industry. Heightened security
measures and other efforts to combat terrorism may also have an adverse effect
on the gaming industry by reducing tourism. Any of these developments could
also negatively affect the general economy and consumer confidence. Any
downturn in the economy, or in the gaming industry in particular, could reduce
demand for our productsmaterially and adversely affect our business, and results of
operations.
WE FACE BURDENS RELATING TO THE RECENT TREND TOWARD STRICTER CORPORATE
GOVERNANCE AND FINANCIAL REPORTING STANDARDS.
Recently adopted or new legislation or regulations that follow the trend of
imposing stricter corporate governance and financial reporting standards,
including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, may
lead to an increase in our costs of compliance. A failure to comply with these
new laws and regulations may impact market perception of our financial condition,
and could materially harm our business.
OUR SUCCESS WILL DEPEND ON OUR ABILITY TO SUSTAIN AND MANAGE GROWTH.
As part of our business strategy, we intend to pursue an aggressive growth
strategy. Assuming this growth occurs, it will require the expansion of
distribution relationships in international markets, the successful development
and marketing of new products, expanded customer service and support, an
increased number of personnel throughout the Company and the continued
implementation and improvement of our operational, financial and management
information systems.
To the extent that we seek growth through acquisitions, our ability to manage
our growth will also depend on our ability to integrate businesses that have
previously operated independently. We may not be able to achieve this
integration without encountering difficulties or experiencing the loss of key
employees, customers or suppliers. It may be difficult to design and implement
effective financial controls for combined operations and differences in existing
controls for each business may result in weaknesses that require remediation
when the financial controls and reporting functions are combined.
There can be no assurance that we will be able to implement successfully our
growth strategy, or that we can successfully manage expanded operations. As the
Company expands, we may from time to time experience constraints that will
adversely affect our ability to satisfy customer demand in a timely fashion.
Failure to manage growth effectively could adversely affect the Company's results of operations and financial condition.
7
WE FACE RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.
Our international sales, which includes salescash flows. For more information, see “Where You Can Find More Information” and “Information Incorporated by our United Kingdom subsidiary
and export sales from our domestic operations, totaled approximately $4,731,000
(approximately 9.1% of net revenues) in fiscal 2003. Most of these sales were in
Europe and Latin America. As part of our business strategy, we intend to
increase international sales as a percentage of our revenues. International
sales are subject to inherent risks, including fluctuations in local economies,
fluctuating exchange rates, increased difficulty of inventory management,
greater difficulty in accounts receivable collection, costs and risks associated
with localizing products for foreign countries, unexpected changes in regulatory
requirements, tariffs and other trade barriers and burdens of complying with a
variety of foreign laws. There can be no assurance that these factors will not
have a material adverse impact on our ability to increase or maintain our
international sales or on our results of operations.
WE FACE EVOLVING TECHNOLOGY AND CHANGING MARKET REQUIREMENTS.
The transaction based printer industry is characterized by evolving technology
and changing market requirements. Our future success will depend on our ability
to continue to design, develop and manufacture new products and to enhance
existing products, reflecting technological evolution and changing market
requirements. We anticipate ongoing investment in engineering and product
development.
WE DO NOT INTEND TO PAY CASH DIVIDENDS.
We intend to retain any future earnings for our business and do not anticipate
paying any cash dividendsReference.”
| -2- |
Unless otherwise provided in the foreseeable future
OUR PREFERRED STOCK RIGHTS PLAN, CERTIFICATE OF INCORPORATION, BY-LAWS AND
DELAWARE LAW CONTAIN PROVISIONS MAY HAVE ANTI-TAKEOVER EFFECTS.
On December 2, 1997, our Boardapplicable prospectus supplement to this prospectus used to offer the securities, we expect to use the net proceeds from any offering of Directors declared a distributionsecurities by us for general corporate purposes, which may include capital expenditures, investments, funding potential acquisitions, repayment of certain
rights to purchase shares of our Series A Preferred Stock todebt and general working capital. Pending the holders of our
outstanding common stock. The purpose of this rights plan is to assure fair
value in the event of a future unsolicited business combination or similar
transaction involving TransAct. If a person or group accumulates or solicits a
tender or exchange offer for 15% of our common stock, the rights become
exercisable for additional shares of our Series A Preferred Stock. The intent of
these rights is to encourage a potential acquirer to negotiate with our Board of
Directors to increase the consideration paid for our stock. We are also
authorized to issue 5,000,000 shares of undesignated preferred stock, which we
may issue without stockholder approval upon such terms as our Board of Directors
may determine.
We are also subject to the anti-takeover provisions of Section 203application of the Delaware General Corporation Law, which prohibits us from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
In addition, our certificate of incorporation and by-laws contain other
provisions that might enable our management to resist a takeover. Our rights
plan, Section 203 of the Delaware General Corporation Law and any of these
provisions of our certificate of incorporation and by-laws might discourage,
delay or prevent a change in control of TransAct or a change in our management.
The existence of these provisions could also adversely affect the price that
investors might be willing to pay in the future for our common stock.
NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements generally can be
identified by use of statements that include words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe" and other words and
terms of similar meaning, although not all forward-looking statements contain
such words. Statements that describe our
8
objectives, plans or goals are also forward-looking statements. These
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those currently anticipated.
Factors that could materially affect these forward-looking statements can be
found in our periodic reports filed with the Securities and Exchange Commission
(the "SEC") and in this prospectus under the heading "Risk Factors." Potential
investors are urged to consider these factors carefully in evaluating the
forward-looking statements and are cautioned not to place undue reliance on
these forward-looking statements. The forward-looking statements included in
this prospectus are made only as of the date of this prospectus, and we
undertake no obligation to publicly update these forward-looking statements to
reflect new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events might or might not
occur. We cannot assure you that projected results or events will be achieved.
USE OF PROCEEDS
The Company will not receive anynet proceeds from sales of common stock by the
selling stockholders.
9
SELLING STOCKHOLDERS
On April 7, 2000, we sold an aggregate of 4,000 shares of our Series B Preferred
Stock, which were convertible into shares of our common stock. On March 9, 2004,
the holders of Series B Preferred Stock converted all of the outstanding Series
B Preferred Stock into the shares of common stock covered by this prospectus.
The registration of these shares is required under the terms of a registration
rights agreement that we entered into at the time of the sale of securities, except to the Series B
Preferred Stock.
We preparedextent otherwise provided in the following table basedapplicable prospectus supplement, we expect to invest the net proceeds in short-term, interest-bearing instruments or other investment-grade securities. Additional information on the information supplied to us by the
selling stockholders named in the table. The selling stockholders may, however,
have sold, transferred or otherwise disposeduse of all or a portion of their shares
of common stock since the date on which they provided such information. None of
the selling stockholders has held any position with, or has otherwise had a
material relationship with, us within the past three years.
We do not know when a selling stockholder may offer shares of common stock for
sale or in what amounts. The selling stockholders may choose not to sell any of
the shares offered by this prospectus. Because the selling stockholders may
offer all, some or none of their shares of common stock pursuant to this
offering, we cannot estimate the number of shares of common stock that the
selling stockholders will hold after completion of the offering. For purposes of
the following table, we have assumed that the selling stockholders will sell all
of the shares of common stock covered by this prospectus. Except as otherwise
set forth below, each selling stockholder has sole voting power over the shares
of common stock shown as beneficially owned.
NUMBER OF SHARES OF PERCENTAGE OF
COMMON STOCK NUMBER OF SHARES OF BENEFICIAL OWNERSHIP
NAME OF SELLING BENEFICIALLY OWNED COMMON STOCK BEING AFTER COMPLETION OF
STOCKHOLDER BEFORE OFFERING OFFERED OFFERING
- ----------------------------------------------------- ------------------- ------------------- --------------------
Janus Investment Fund on
behalf of its series Janus Venture
Fund (1)(2) 544,567 333,333 2.13%
Swiftcurrent Partners, LP (3) 90,000 90,000 *
Swiftcurrent Offshore, Ltd. (3) 76,666 76,666 *
SLS Investors, LP (4) 44,500 44,500 *
SLS Offshore Fund, Ltd. (4) 122,166 122,166 *
* Less than one percent
(1) The selling stockholder (i) is an affiliate of a registered broker-
dealer, (ii) purchased the shares of common stock to be resold under this
prospectus in the ordinary course of business, and (iii) at the time of such
purchase, had no agreements or understandings, direct or indirect, with any
person to distribute such shares.
(2) As the portfolio manager of the selling stockholder, William H. Bales
holds sole voting and dispositive power over the shares of common stock held by
the selling stockholder. As a result of his role as portfolio manager, Mr. Bales
may be deemed to be the beneficial owner of such shares. However, Mr. Bales does
not have the right to receive any dividends from, or thenet proceeds from the sale of the securities heldthat we may offer from time to time by this prospectus may be set forth in the selling stockholder and disclaims any ownership
associated with such rights.
(3) Roberto Mignone, in his capacity as Presidentapplicable prospectus supplement relating to a particular offering of Bridger Management
LLC, the selling stockholder's investment adviser, has sole voting and
dispositive power over the shares of common stock held by the selling
stockholder.
(4) Scott L. Swid, in his capacity as Managing Member of the General
Partner of the selling stockholder, has sole voting and dispositive power over
the shares of common stock held by the selling stockholder. Mr. Swid disclaims
beneficial ownership of such shares.
10
| -3- |
DESCRIPTION OF COMMONCAPITAL STOCK
The following description of our commonthe capital stock of the Company includes a summary of some of the detailed provisions of our certificateCertificate of incorporation,Incorporation, as amended (the “Certificate of Incorporation”), and by-laws, as amended.our Amended and Restated By-Laws (the “By-Laws”). These statements do not purport to be complete or to give full effect to the provisions of statutory or common law, and are subject to, and are qualified in their entirety by reference to, the terms of our certificateCertificate of incorporationIncorporation and by-laws.By-Laws. We encourage you to read our certificateCertificate of incorporationIncorporation and by-laws, which have been filed with the SEC and
are incorporated by reference in this prospectus,By-Laws for a more complete description.
GENERAL
General
Our authorized capital stock consists of 20,000,000 shares of common stock, par value $0.01$.01 per share, and 5,000,000 shares of preferred stock, $0.01$.01 per share.
Asshare, of December 6, 2004, we had 10,025,766which 200,000 shares have been designated as Series A Preferred Stock and 8,000 shares have been designated as Series B Preferred Stock. No shares of common stockSeries A Preferred Stock have been issued or are outstanding. In
addition, as of December 6, 2004, an aggregate of 834,8634,000 shares of our common
stockSeries B Preferred Stock were issuable upon the exercise of outstanding options and 397,762issued, but no such shares were reserved for issuance under our stock incentive plans. As of December 6,
2004,remain outstanding. The Company has no present intention to issue shares of our preferred stock were outstandingSeries A Preferred Stock or reserved for
issuance.
RIGHTS OF HOLDERS OF OUR COMMON STOCK
Series B Preferred Stock.
Common Stock
Voting Rights
Stockholders are entitled to one vote for each share of ourTransAct common stock held of record on all matters on which stockholders are entitled or permitted to vote. OurThe TransAct common stock does not have cumulative voting rights in the election of directors. As a result, holders of a majority of the shares of ourTransAct common stock voting for the election of directors can elect all the directors standing for election.
Dividend Rights
Subject to preferences that may be applicable to any outstanding shares of ourTransAct preferred stock designated by the Company'sour Board of Directors (the “Board”) from time to time, holders of ourTransAct common stock are entitled to receive dividends out of legally available funds when and if declared from time to time by ourthe Board.
The payment of any dividends would be within the discretion of the Board at such time. It is the present intention of Directors. the Board to retain all earnings, if any, for use in the business operations and, accordingly, the Board is not currently contemplating and does not anticipate declaring any dividends in the foreseeable future.
Right to Receive Liquidation Distributions
In the event of our liquidation, dissolution or winding up, the holders of ourTransAct common stock will be entitled to share ratably in all assets remaining after payment of liabilities, subject to preferences applicable to shares of ourTransAct preferred stock, if any, then outstanding. Our
No Preemptive or Similar Rights
The TransAct common stock has no preemptive, subscription or conversion rights, and there are no redemption or sinking fund provisions in our certificateCertificate of incorporation. Incorporation.
Fully Paid
The outstanding shares of our common stock are fully paid and nonassessable.
CLASSIFIED BOARD OF DIRECTORS
| -4- |
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Co.
Listing
Our certificatecommon stock is traded on Nasdaq under the trading symbol “TACT.”
Preferred Stock
Our Certificate of incorporationIncorporation authorizes our Board to issue shares of TransAct preferred stock from time to time. Our Board may fix and determine the designation, relative rights, preferences and limitations of such shares of TransAct preferred stock, including, to the extent applicable: (i) dividend rights; (ii) terms of conversion; (iii) sinking fund provisions; (iv) redemption provisions, including any restriction on repurchase or redemption while there is any arrearage in the payment of dividends or sinking fund installments; (v) voting rights; (vi) liquidation rights; and (vii) preemption rights.
The Board is able to, without stockholder approval, issue TransAct preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of our TransAct common stock and could have anti-takeover effects. The ability of the Board to issue TransAct preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management.
Classified Board of Directors
Our Certificate of Incorporation provides for our Board of Directors to be divided into three classes, with each class serving a staggered three year term.
We believe that a classified board helps to ensure the continuity and stability
of the Board of Directors and the Company's business strategies and policies. The classified board structure could have the effect of making the removal of incumbent directors more time consuming and difficult, and, therefore of
discouragingmay discourage a third party from making a tender offer or otherwise attempting to obtain control of the Company,us, even though such an attempt might be beneficial to the Companyus and itsour stockholders.
CORPORATE GOVERNANCE PROVISIONS OF OUR BY-LAWS
Corporate Governance Provisions of Our by-lawsBy-Laws
Our By-Laws provide that special meetings of stockholders may be called at any time by the Chairman of the Board or President of the Company and shall be called upon the written request of the Board of Directors or of the holders of record of shares havingconstituting a majority in amount of the voting power of theour capital stock issued and outstanding and entitled to vote. Our By-Laws also require stockholders requesting a special meeting of stockholders to deliver, along with the Company.written request, background information on themselves and the proposals requested to be acted on at any such special meeting. Our by-lawsBy-Laws provide that the number of directors will be fixed from
time to time by resolutionsize of the Board shall be determined by resolution adopted by the Board.
Limits on Stockholder Action by Written Consent
Our Certificate of Directors. Our BoardIncorporation provides that holders of Directors
currently consistsour common stock may take action only by a vote taken at a meeting of four (4) directors.
11
SECTIONstockholders held pursuant to prior notice and may not act by written consent in lieu of a meeting.
Section 203 OF THE DELAWARE GENERAL CORPORATION LAW.
of the Delaware General Corporation Law
We are a Delaware corporation that is subject to Section 203 of the Delaware General Corporation Law. Section 203 provides in general that a stockholder
acquiring more than 15% of the outstanding voting stock of a corporation subject
to Section 203 but less than 85% of such stock may not engagegenerally prevents Delaware corporations, under certain circumstances, from engaging in a Business
Combination, as defined in Section 203,“Business Combination” with the corporation for a periodan “Interested Stockholder,” or an affiliate or associate of
three years from the date on which that stockholder became an Interested Stockholder, as defined in Section 203, unless (1) prior to suchfor three years following the date the
corporation's board of directors approved either the Business Combination or the
transaction in whichthat the stockholder became an Interested Stockholder. An Interested Stockholder is a stockholder who owns 15% or (2) themore of a corporation’s outstanding voting stock.
| -5- |
A Business Combination is approved by the corporation's board of directors and
authorized by the holders of at least 66% of the outstanding voting stock of the
corporation not owned by the Interested Stockholder. A "Business Combination" includes a merger assetor sale or other transaction resulting inof more than 10% of a financial
benefit to a stockholder. corporation’s assets. However, the above provisions of Section 203 do not apply if:
| · | the board of directors approves the transaction that made the stockholder an Interested Stockholder prior to the date of the transaction; |
| · | after the completion of the transaction that resulted in the stockholder becoming an Interested Stockholder, that stockholder owned at least 85% of the voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
| · | on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at a meeting of the stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the Interested Stockholder. |
A Delaware corporation may "opt out"“opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or by-laws resulting from amendments approved by holders of at least a majority of a corporation'scorporation’s outstanding voting shares.stock. We have not "opted out"“opted out” of the provisions of Section 203.
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Limitations on Liability and Indemnification of Officers and Directors
Our certificateCertificate of incorporationIncorporation provides that no director will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Under the Delaware General Corporation Law, liability of a director may not be limited:
- - for any breach of the director's duty of loyalty to us or our
stockholders,
- - for acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law,
- - in respect of certain unlawful dividend payments or stock redemptions or
repurchases, and
- - for any transaction from which the director derives an improper personal
benefit.
| · | for any breach of the director’s duty of loyalty to us or our stockholders; |
| · | for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; |
| · | in respect of certain unlawful dividend payments or stock redemptions or repurchases; or |
| · | for any transaction from which the director derives an improper personal benefit. |
The effect of this provision of our certificateCertificate of incorporationIncorporation is to eliminate our rights and the rights of our stockholders to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except in the situations described above. This provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director'sdirector’s duty of care.
In addition, our certificateCertificate of incorporationIncorporation provides that we will indemnify our directors, officers, employees and agents to the fullest extent permitted by law. We may purchase and maintain insurance or furnish similar protection on behalf of any officer or director against any liability asserted against the officer or director and incurred by the officer or director in such capacity, or arising out of thehis or her status as an officer or director.
TRANSFER AGENT AND REGISTRAR
| -6- |
DESCRIPTION OF DEBT SECURITIES
The transfer agentdebt securities may be either secured or unsecured and registrar for our common stockwill either be senior debt securities or subordinated debt securities. The debt securities will be issued under one or more separate indentures (the “indentures” and each, an “indenture”) between us and a trustee to be specified in an accompanying prospectus supplement. This prospectus, together with the applicable prospectus supplement, will describe the terms of a particular series of debt securities.
The following is American Stock Transfer
& Trust Co.
12
PLAN OF DISTRIBUTIONa summary of selected provisions and definitions of the indentures and debt securities to which any prospectus supplement may relate. The selling stockholders,summary of selected provisions of the indentures and the debt securities appearing below is not complete and is subject to, and qualified entirely by reference to, all of the provisions of the applicable indenture and certificates evidencing the applicable debt securities. For additional information, you should look at the form of indenture and the certificate evidencing the applicable debt security that is filed as an exhibit to the registration statement that includes the prospectus. In this description of the debt securities, the words “we,” “us,” or their pledgees, donees, transferees, or“our” refer only to TransAct Technologies Incorporated and not to any of their successorsour subsidiaries, unless we expressly state or the context otherwise requires. Terms used herein that are not otherwise defined shall have the meanings given to them in interest selling shares received from a named selling
stockholderthe applicable indenture.
The form of indenture filed as a gift, partnership distribution or other non-sale-related
transfer afteran exhibit to the dateregistration statement of which this prospectus (allforms a part includes optional provisions (designated by brackets (“[ ]”)) that we would expect to appear in a separate indenture for subordinated debt securities in the event that we issue subordinated debt securities. The indentures will be qualified under the Trust Indenture Act of whom1939, as amended (the “Trust Indenture Act”), and you should refer to the Trust Indenture Act for the provisions that apply to the debt securities.
The following description sets forth selected general terms and provisions of the applicable indenture and debt securities to which any prospectus supplement may relate. Other specific terms of the applicable indenture and debt securities will be described in the applicable prospectus supplement. If any particular terms of the indenture or debt securities described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement.
General
Debt securities may be selling
stockholders),issued in separate series under this prospectus. We may sellspecify a maximum aggregate principal amount for the sharesdebt securities of common stockany series. Unless otherwise provided in a prospectus supplement, a series of debt securities may be reopened to issue additional debt securities of such series.
The prospectus supplement relating to a particular series of debt securities will set forth:
| · | whether the debt securities are senior or subordinated; |
| · | the offering price; |
| · | the title; |
| · | the principal amount being offered and any limit on the aggregate principal amount; |
| · | the person who shall be entitled to receive interest, if other than the record holder on the record date; |
| · | the date or dates the principal will be payable; |
| · | the interest rate or rates, which may be fixed or variable, if any, the date from which interest will accrue, the interest payment dates and the regular record dates, or the method for calculating the dates and rates; |
| -7- |
| · | if applicable, the method for determining how the principal, premium, if any, or interest will be calculated by reference to an index or formula; |
| · | the place where payments may be made; |
| · | any mandatory or optional redemption provisions or sinking fund provisions and any applicable redemption or purchase prices associated with these provisions; |
| · | if issued other than in denominations of U.S. $2,000 or any multiple of U.S. $1,000 in excess thereof, the denominations in which the debt securities shall be issuable; |
| · | if other than U.S. currency, the currency or currency units in which principal, premium, if any, or interest will be payable and whether we or a holder may elect payment to be made in a different currency; |
| · | the portion of the principal amount that will be payable upon acceleration of maturity, if other than the entire principal amount; |
| · | if the principal amount payable at stated maturity will not be determinable as of any date prior to stated maturity, the amount or method for determining the amount which will be deemed to be the principal amount; |
| · | if applicable, whether the debt securities shall be subject to the defeasance provisions described below under “Satisfaction and Discharge” or such other defeasance provisions specified in the applicable prospectus supplement for the debt securities; |
| · | any conversion or exchange provisions; |
| · | whether the debt securities will be issuable in the form of a global security; |
| · | the deletion, addition or change in any event of default; |
| · | any subordination provisions applicable to the subordinated debt securities; |
| · | any deletion, addition or change in the covenants set forth in the applicable indenture governing the debt securities; |
| · | any paying agents, authenticating agents, security registrars or other agents for the debt securities, if other than the trustee; |
| · | any provisions relating to any security provided for the debt securities, including any provisions regarding the circumstances under which collateral may be released or substituted; |
| · | any provisions relating to guarantees of the securities and any circumstances under which there may be additional obligors; |
| · | any provisions granting special rights to holders when a specified event occurs; |
| · | any special tax provisions that apply to the debt securities; |
| · | with respect to any debt securities that do not bear interest, the dates for certain required reports to the applicable trustee; |
| · | any and all additional, eliminated or changed terms that will apply to the debt securities; and |
| · | any other terms of such debt securities. |
| -8- |
Unless otherwise specified in the prospectus supplement, the debt securities will be in registered form for U.S. federal income tax purposes. Debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at time of issuance is below market rates.
Certain U.S. federal income tax consequences of an investment in debt securities sold at a discount will be described in the applicable prospectus supplement.
Ranking
Our debt securities that are not designated subordinated debt securities will be effectively junior in right of payment to all secured indebtedness that we have outstanding from time to time afterto the extent of the value of the collateral securing such secured indebtedness. Our debt securities that are designated subordinated debt securities will be junior in right of payment to all of our outstanding secured indebtedness and any other Senior Indebtedness (as defined below), including any debt securities that are not designated subordinated debt securities.
Subordination
The applicable prospectus supplement may state that a series of debt securities will be subordinated debt securities, subordinated and subject in right of payment to all of our Senior Indebtedness. Unless the applicable prospectus supplement provides otherwise, the applicable indenture governing such subordinated debt securities will provide that:
| · | in the event and during the continuance of a default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company continuing beyond the applicable period of grace, if any, no payment will be made by the Company with respect to the principal of, or premium, if any, or interest on such subordinated debt securities unless and until the default is cured or waived or has ceased to exist; and |
| · | upon any payment by or distribution of assets by the Company upon any dissolution, winding-up or liquidation of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness will be paid in full before any payment of principal (and premium, if any) or interest on the subordinated debt securities; |
in each case, except for sinking fund payments with respect to securities acquired prior to the occurrence of such event and satisfaction and discharge of the applicable indenture from monies deposited with the trustee pursuant to such indenture prior to the occurrence of such event.
The rights of the holders of the subordinated debt securities will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions applicable to Senior Indebtedness until all amounts owing on the subordinated debt securities are paid in full.
Unless the applicable prospectus supplement states otherwise, “Senior Indebtedness” of the Company means the principal of, premium, if any, interest on, and any other payment due pursuant to any of the following, whether outstanding at the date of this prospectusthe applicable indenture or thereafter incurred or created:
1) all indebtedness of the Company for borrowed money (including any indebtedness secured by a mortgage, conditional sales contract or other lien which is (i) given to secure all or part of the purchase price of property subject thereto, whether given to the vendor of such property or to another or (ii) existing on any stock exchange or automated interdealer quotation
system on which our common stock is listed, in the over-the-counter market, in
privately negotiated transactions or otherwise, at fixed prices that may be
changed, at market prices prevailingproperty at the time of sale,acquisition thereof);
| -9- |
2) all indebtedness of the Company evidenced by notes, debentures, bonds or other similar interests sold by the Company for money;
3) all lease obligations of the Company which are capitalized on the books of the Company in accordance with generally accepted accounting principles;
4) all indebtedness of others of the kinds described in either of the preceding clauses (1) or (2) and all lease obligations of others of the kind described in the preceding clause (3) assumed by or guaranteed in any manner by the Company or in effect guaranteed by the Company through an agreement to purchase, contingent or otherwise; and
5) all renewals, extensions or refundings of indebtedness of the kinds described in any of the preceding clauses (1), (2) and (4) and all renewals or extensions of lease obligations of the kinds described in either of the preceding clauses (3) and (4); unless, in the case of any particular indebtedness, guarantee, lease, renewal, extension or refunding, the instrument or lease creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, lease, renewal, extension or refunding is not superior in right of payment to the subordinated debt securities.
Exchange and Transfer
Unless otherwise indicated in a prospectus supplement, debt securities may be transferred or exchanged at prices related to
prevailing market pricesthe office of the security registrar or at pricesthe office of any transfer agent designated by us.
We will not impose a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental charges associated with any transfer or exchange.
In the event of any partial redemption of debt securities of any series, we will not be required to:
| · | issue, register the transfer of, or exchange, any debt security of that series during a period beginning at the opening of business 15 days before the day of the transmittal of a notice of redemption and ending at the close of business on the day of the transmittal; or |
| · | register the transfer of or exchange any debt security of that series selected for redemption, in whole or in part, except the unredeemed portion being redeemed in part. |
We will appoint the trustee as the initial security registrar. Any transfer agent, in addition to the security registrar initially designated by us, will be named in the prospectus supplement. We may designate additional transfer agents or change transfer agents or change the office of the transfer agent. However, we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
Global Securities
The debt securities of any series may be represented, in whole or in part, by one or more global securities. Each global security will:
| · | be registered in the name of a depositary, or its nominee, that we will identify in a prospectus supplement; |
| · | be deposited with the depositary or nominee or custodian; and |
| · | bear any required legends. |
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No global security may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary or any nominee unless:
| · | the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary; |
| · | an event of default is continuing with respect to the debt securities of the applicable series; or |
| · | any other circumstance described in a prospectus supplement has occurred permitting or requiring the issuance of any such security. |
As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner and holder of the debt securities represented by the global security for all purposes under the applicable indenture. Except in the above limited circumstances, owners of beneficial interests in a global security will not be:
| · | entitled to have the debt securities registered in their names; |
| · | entitled to physical delivery of certificated debt securities; or |
| · | considered to be holders of those debt securities under the applicable indenture. |
Payments on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.
Institutions that have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants.
Ownership of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with respect to participants’ interests, or any participant, with respect to interests of persons held by participants on their behalf. Payments, transfers and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the depositary. The depositary policies and procedures may change from time to time. Neither any trustee nor we will have any responsibility or liability for the depositary’s or any participant’s records with respect to beneficial interests in a global security.
Payment and Paying Agents
Unless otherwise negotiated.indicated in a prospectus supplement, the provisions described in this paragraph will apply to the debt securities. Payment of interest on a debt security on any interest payment date will be made to the person in whose name the debt security is registered at the close of business on the regular record date. Payment on debt securities of a particular series will be payable at the office of a paying agent or paying agents designated by us. However, at our option, we may pay interest by mailing a check to the record holder. The selling
stockholderstrustee will be designated as our initial paying agent.
We may also name any other paying agents in a prospectus supplement. We may designate additional paying agents, change paying agents or change the office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.
All moneys paid by us to a paying agent for payment on any debt security that remain unclaimed for a period two years after such payment was due will be repaid to us thereafter.
The holder may look only to us for such payment.
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No Protection in the Event of a Change of Control
Unless otherwise indicated in a prospectus supplement with respect to a particular series of debt securities, the debt securities will not contain any provisions that may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction, whether or not such transaction results in a change in control.
Covenants
Unless otherwise indicated in a prospectus supplement with respect to a particular series of debt securities, the debt securities will not contain any financial or restrictive covenants.
Consolidation, Merger and Sale of Assets
Unless we indicate otherwise in a prospectus supplement with respect to a particular series of debt securities, the indentures will provide that we may not consolidate with or merge into any other person (other than one of our subsidiaries), in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to, any person (other than a subsidiary of the Company), unless:
| · | the successor entity, if any, is a U.S. corporation, limited liability company, partnership, trust or other business entity; |
| · | the successor entity assumes our obligations on the debt securities and under the applicable indenture; |
| · | immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and |
| · | certain other conditions specified in the applicable indenture are met. |
Events of Default
Unless we indicate otherwise in a prospectus supplement, the following will be events of default for any series of debt securities under the indentures:
1) we fail to pay principal of or any premium on any debt security of that series when due;
2) we fail to pay any interest on any debt security of that series for 30 days after it becomes due;
3) we fail to pay any sinking fund or analogous obligation when the same becomes due by the terms of the debt securities of that series;
| 4) | we fail to perform or breach any other covenant in the applicable indenture and such failure or breach continues for 90 days after we are given the notice required in such indenture; and |
5) certain events involving our bankruptcy, insolvency or reorganization.
Additional or different events of default applicable to a series of debt securities may be described in a prospectus supplement. An event of default of one series of debt securities is not necessarily an event of default for any other series of debt securities.
The trustee may withhold notice to the holders of any default, except defaults in the payment of principal, premium, if any, interest, any sinking fund installment on, or with respect to any conversion right of, the debt securities of such series. However, the trustee must consider it to be in the interest of the holders of the debt securities of such series to withhold this notice.
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Unless we indicate otherwise in a prospectus supplement, if an event of default, other than an event of default described in clause (4) above, shall occur and be continuing with respect to any series of debt securities, either the trustee or the holders of at least 30% in aggregate principal amount of the outstanding securities of that series may declare the principal amount and premium, if any, of the debt securities of that series, or if any debt securities of that series are original issue discount securities, such other amount as may be specified in the applicable prospectus supplement, in each case together with accrued and unpaid interest, if any, thereon, to be due and payable immediately. The applicable indenture may include provisions requiring any holders directing the trustee to provide an event of default to represent that they are not “net short” with respect to their holdings of derivative instruments the value of which are affected by the value of the debt securities governed by such indenture.
Unless we indicate otherwise in a prospectus supplement, if an event of default described in clause (4) above shall occur, the principal amount and premium, if any, of all the debt securities of that series, or if any debt securities of that series are original issue discount securities, such other amount as may be specified in the applicable prospectus supplement, in each case together with accrued and unpaid interest, if any, thereon, will automatically become immediately due and payable.
Modification and Waiver
Unless we indicate otherwise in a prospectus supplement, we and the applicable trustee may make modifications and amendments to an indenture with the consent of the holders of a majority in aggregate principal amount of the outstanding securities of each series affected by the modification or amendment.
We and the applicable trustee may also make modifications and amendments to the indentures for the benefit of holders without their consent, for certain purposes including, but not limited to:
| · | to evidence the succession of another person to us and the assumption by such successor of our obligations under the applicable indenture and the debt securities of any series; |
| · | to add to the covenants of the Company, or to surrender any rights or powers of the Company, for the benefit of the holders of debt securities of any or all series issued under such indenture; |
| · | to cure any ambiguity, mistake, omission or defect, to correct or supplement any provision in the applicable indenture which may be inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under such indenture or to conform the text of such indenture or the debt securities to this description of debt securities or the description of notes in an applicable prospectus supplement; |
| · | to add to the applicable indenture any provisions that may be expressly permitted by the Trust Indenture Act, excluding the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which the applicable indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; |
| · | to establish the form or terms of any series of debt securities to be issued under the applicable indenture, to provide for the issuance of any series of debt securities and/or to add to the rights of the holders of debt securities; |
| · | to evidence and provide for the acceptance of any successor trustee with respect to one or more series of debt securities or to add or change any of the provisions of the applicable indenture as shall be necessary to facilitate the administration of the trusts thereunder by one or more trustees in accordance with the applicable indenture; |
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| · | to provide any additional events of default; |
| · | to provide for uncertificated securities in addition to or in place of certificated securities; provided that the uncertificated securities are issued in registered form for certain federal tax purposes; |
| · | to provide for the terms and conditions of converting those debt securities that are convertible into TransAct common stock or another such similar security; |
| · | to secure the debt securities of any series or add collateral to secure the debt securities of any series; |
| · | to add guarantors in respect of the debt securities |
| · | to make any change necessary to comply with any requirement of the SEC in connection with the qualification of the applicable indenture or any supplemental indenture under the Trust Indenture Act or to comply with the rules of any applicable securities depository; and |
| · | to make any other change that does not adversely affect the rights of the holders of the debt securities. |
However, neither we nor the trustee may make any modification or amendment without the consent of the holder of each outstanding security of that series affected by the modification or amendment if such modification or amendment would:
| · | change the maturity of the principal of, any interest payment date or any other date upon which any premium on, or any installment of interest on, any such debt security is due and payable, or reduce the principal amount or the interest or any premium of any such debt securities, or change the method of computing the amount of principal or interest on any such debt securities on any date or change any place of payment where, or the currency in which, any debt securities or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity of principal or interest payment date or such other date, as the case may be; |
| · | reduce the percentage in principal amount of any such debt securities the consent of whose holders is required for any supplemental indenture, waiver of compliance with certain provisions of the applicable indenture or certain defaults under the applicable indenture; |
| · | modify any of the provisions of the applicable indenture related to (i) the requirement that the holders of debt securities issued under such indenture consent to certain amendments of such indenture, (ii) the waiver of past defaults and (iii) the waiver of certain covenants, except to increase the percentage of holders required to make such amendments or grant such waivers; |
| · | make any change in the terms of the subordination of the debt securities in a manner adverse in any material respect to the holders of any series of outstanding debt securities; or |
| · | impair or adversely affect the right of any holder to institute suit for the enforcement of any payment on, or with respect to, such senior debt securities on or after the maturity of such debt securities. |
Redemption
The applicable prospectus supplement will describe any terms regarding optional or mandatory redemption of debt securities. Except for any provisions in the applicable prospectus supplement regarding debt securities redeemable at the holder’s option, debt securities may be redeemed only upon notice by mail not less than 15 nor more than 60 days prior to the redemption date. Further, if less than all of the debt securities of a series are to be redeemed, the debt securities to be redeemed will be selected by the trustee by the method provided for the particular series.
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Any notice of any redemption may, in the sole determination of the Company, be given prior to the completion of a transaction or event (including an equity offering, other offering, issuance of indebtedness, a change of control or other transaction or event) and any redemption notice (including the amount of debt securities redeemed and conditions precedent applicable to different amounts of debt securities redeemed) may, in the sole determination of the Company, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction or event. Any such redemption may be partial as a result of only some of the conditions being satisfied.
If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice will state that, in the sole determination of the Company, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole determination), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole determination) by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the obligations of the Company with respect to such redemption may be performed by another person.
Satisfaction and Discharge
Each indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the applicable series of the debt securities, as expressly provided for in such indenture) as to all outstanding debt securities of a series, when:
| 1) | Either: |
| a) | all of the applicable series of the debt securities theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been delivered to the trustee for cancellation; or |
| b) | all of the applicable series of debt securities not theretofore delivered to the trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the trustee for the giving of notice of redemption by the trustee in our name, and at our expense, and we have irrevocably deposited or caused to be deposited with the trustee funds in an amount in the required currency sufficient to pay and discharge the entire indebtedness under the applicable series of debt securities not theretofore delivered to the trustee for cancellation for principal of, premium, if any, and interest on the applicable series of debt securities to the date of deposit or to the stated maturity or redemption date, as the case may be; |
| 2) | we have paid all other sums payable under the applicable indenture by us with regard to the debt securities of such series; and |
| 3) | we have delivered to the trustee an officer’s certificate and an opinion of counsel stating that all conditions precedent under the applicable indenture relating to the satisfaction and discharge of such indenture with respect to the debt securities of such series have been complied with. |
Governing Law
The indentures and the debt securities will be governed by, and construed under, the laws of the State of New York.
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DESCRIPTION OF WARRANTS OR OTHER RIGHTS
The following description of the terms of the warrants or other rights sets forth certain general terms and provisions of the warrants or other rights to which any prospectus supplement may relate. We may issue warrants for the purchase of, or other rights exercisable for, TransAct common stock, TransAct preferred stock or debt securities. Warrants or other rights may be issued independently or together with TransAct common stock, TransAct preferred stock or debt securities offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of warrants or other rights will be issued under a separate warrant agreement or other rights agreement, as applicable, to be entered into between us and a bank or trust company, as agent. Such agent will act solely as our agent in connection with the warrants or other rights and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants or other rights. The following summary of certain provisions of the warrants or other rights does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the warrant agreement or rights agreement that will be filed with the SEC in connection with the offering of such warrants or other rights.
Debt Warrants or Other Rights Exercisable for Debt Securities
The prospectus supplement relating to a particular issue of debt warrants or other rights will describe the terms of such debt warrants or other rights, including the following:
| · | the title of such debt warrants or other rights; |
| · | the offering price for such debt warrants or other rights, if any; |
| · | the aggregate number of such debt warrants or other rights; |
| · | the exercise price of such debt warrants or other rights, and any provisions for changes to or adjustments in the exercise price; |
| · | the designation and terms of the debt securities purchasable upon exercise of such debt warrants or other rights; |
| · | if applicable, the designation and terms of the debt securities with which such debt warrants or other rights are issued and the number of such debt warrants or other rights issued with each such debt security; |
| · | if applicable, the date from and after which such debt warrants or other rights and any debt securities issued therewith will be separately transferable; |
| · | the principal amount of debt securities purchasable or to be issued upon exercise of a debt warrant or other right and, if applicable, the price at which such principal amount of debt securities may be purchased upon exercise (which price may be payable in cash, securities or other property); |
| · | the date on which the right to exercise such debt warrants or other rights shall commence and the date on which such right shall expire; |
| · | if applicable, the minimum or maximum amount of such debt warrants or other rights that may be exercised at any one time; |
| · | whether the debt warrants or other rights represented by the debt warrant certificates or certificates representing such other rights, or debt securities that may be issued upon exercise of the debt warrants or other rights, will be issued in registered or bearer form; |
| · | information with respect to book-entry procedures, if any; |
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| · | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
| · | a discussion of certain U.S. federal income tax consequences of an investment in the debt warrants or other rights; |
| · | the antidilution or adjustment provisions of such debt warrants or other rights, if any; |
| · | the redemption or call provisions, if any, applicable to such debt warrants or other rights; and |
| · | any additional terms of such debt warrants or other rights, including terms, procedures, and limitations relating to the exchange and exercise of such debt warrants or other rights. |
Stock Warrants
The prospectus supplement relating to any particular issue of TransAct common stock warrants or TransAct preferred stock warrants or other rights exercisable for TransAct common stock or TransAct preferred stock will describe the terms of such warrants or other rights, including the following:
| · | title of such warrants or other rights; |
| · | the offering price for such warrants or other rights, if any; |
| · | the aggregate number of such warrants or other rights; |
| · | the exercise price of such warrants or other rights, and any provisions for changes to or adjustments in the exercise price; |
| · | the designation and terms of the offered securities purchasable or issuable upon exercise of such warrants or other rights; |
| · | if applicable, the designation and terms of the offered securities with which such warrants or other rights are issued and the number of such warrants or other rights issued with each such offered security; |
| · | if applicable, the date from and after which such warrants or other rights and any offered securities issued therewith will be separately transferable; |
| · | the number of shares of TransAct common stock or shares of TransAct preferred stock purchasable or to be issued upon exercise of a warrant or other right and, if applicable, the price at which such shares may be purchased upon exercise; |
| · | the date on which the right to exercise such warrants or other rights shall commence and the date on which such right shall expire; |
| · | if applicable, the minimum or maximum amount of such warrants or other rights that may be exercised at any one time; |
| · | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
| · | a discussion of certain U.S. federal income tax consequences of an investment in the warrants or other rights; |
| · | the antidilution provisions of such warrants or other rights, if any; |
| · | the redemption or call provisions, if any, applicable to such warrants or other rights; and |
| · | any additional terms of such warrants or other rights, including terms, procedures and limitations relating to the exchange and exercise of such warrants or other rights. |
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We may offer and sell the shares of common stock bysecurities in any one or more of the following methods:
(a) ordinary brokerageways:
| · | to or through underwriters, brokers or dealers; |
| · | directly to one or more other purchasers; |
| · | through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | through agents; |
| · | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; or |
| · | otherwise through a combination of any of the above methods of sale. |
In addition, we may enter into option, share lending or other types of transactions (including block trades) and
transactions in whichthat require us to deliver the securities to an underwriter, broker solicits purchases;
(b) private sales or private transactions;
(c) onedealer, who will then resell or more underwritten offerings on a firm commitment or best
efforts basis; and
(d) a combination of any of these methods of sale or any other legally
available means, whether or not described intransfer the securities under this prospectus. At the time a particular offering of shares is made hereunder, to the extent
required by Rule 424 under the Securities Act of 1933, we will file a prospectus
supplement setting forth:
(a) the number of shares involved;
(b) the names of any underwriters, dealers or agents;
(c) the price at which the shares are being offered or purchased;
(d) any commissions or discounts or concessions allowed to broker-dealers;
(e) any discounts, commissions or other items constituting compensation
from the selling shareholder; and
(f) any other facts material to the transaction.
In connection with sales of the shares of common stock, the selling stockholdersWe may also enter into hedging transactions with broker-dealers onlyrespect to the extent
permittedsecurities. For example, we may:
| · | enter into transactions involving short sales of the securities by underwriters, brokers or dealers; |
| · | sell the securities short and deliver the shares to close out short positions; |
| · | enter into option or other types of transactions that require us to deliver the securities to an underwriter, broker or dealer, who will then resell or transfer the securities under this prospectus; or |
| · | loan or pledge the securities to an underwriter, broker or dealer, who may sell the loaned shares or, in the event of default, sell the pledged securities. |
In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the Securities Actapplicable prospectus supplement indicates that, in connection with those derivatives, the third parties may sell securities covered by this prospectus and anythe applicable securities laws of any state
of the United States. These broker-dealers may in turn engageprospectus supplement, including in short sale transactions, the third party may use securities pledged by us or borrowed from us or others to settle those sales of
the shares of common stock and deliver shares of common stockor to close out any related open borrowings of securities, 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 short positions, orsale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge shares of common stocksecurities to broker-dealersa financial institution or other third party that
may in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
| -18- |
Each time we sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus supplement will also set forth the terms of the offering, including:
| · | the purchase price of the securities and the proceeds we will receive from the sale of the securities; |
| · | any underwriting discounts and other items constituting underwriters’ compensation; |
| · | any public offering or purchase price and any discounts or commissions allowed or re-allowed or paid to dealers; |
| · | any commissions allowed or paid to agents; |
| · | any other offering expenses; |
| · | any securities exchanges on which the securities may be listed, if any; |
| · | the method of distribution of the securities; |
| · | the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; and |
| · | any other material information. |
If any underwriters or agents are utilized in the sale of the securities, we will enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with them. If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we will sell such securities. Any selling stockholdersecurities to the dealer, as principal. The dealer may pledge or grant a
security interest in some or all ofthen resell such securities to the shares of common stock that it owns and,
if it defaults in the performance of its secured obligations, the pledgees or
secured partiespublic. The securities may offer and sell the shares of common stockbe sold from time to time pursuantin one or more transactions:
| · | at a fixed price or prices, which may be changed; |
| · | at market prices prevailing at the time of sale; |
| · | at prices related to such prevailing market prices; |
| · | at varying prices determined at the time of sale; or |
| · | at negotiated prices. |
Such sales may be effected:
| · | in transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
| · | in transactions in the over-the-counter market; |
| · | in block transactions in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade; |
| · | through the writing of options; or |
| -19- |
| · | through other types of transactions. |
The securities may be offered to this prospectus. The selling stockholders may also transfer and
donate sharesthe public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of common stocksuch firms. Unless otherwise set forth in other circumstances, in which case the transferees, donees, pledgeesprospectus supplement, the obligations of underwriters or other successors in interestdealers to purchase the securities offered will be selling
stockholderssubject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discount or concession allowed or reallowed or paid by underwriters or dealers to other dealers may be changed from time to time.
If we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with standby underwriters. We may pay the standby underwriters a commitment fee for the purposes of this prospectus.
To our knowledge, there are currently no plans, arrangementssecurities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.
We may sell the securities directly or understanding
between any selling stockholders and any underwriters, broker-dealerthrough agents we designate from time to time. Any agent involved in the offer or agent
regarding the sale of the sharessecurities in respect of common stock bywhich this prospectus is delivered will be named in, and any commissions payable to such agent will be set forth in, the selling stockholders.
13
On April 7, 2000, we sold an aggregateapplicable prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of 4,000 shares of our Series B Preferred
Stock, which were convertible into shares of our common stock. In April, 2004,its appointment.
Offers to purchase the holders of Series B Preferred Stock converted allsecurities may be solicited, and sales of the outstanding Series
B Preferred Stock intosecurities may be made, directly to institutional investors or others, who may be deemed to be underwriters within the sharesmeaning of common stock coveredthe Securities Act with respect to any resale of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.
If indicated in the applicable prospectus supplement, underwriters, dealers or agents will be authorized to solicit offers by this prospectus.
The registrationcertain institutional investors to purchase securities from us pursuant to contracts providing for payment and delivery at a future date. Institutional investors with which these contracts may be made include, among others:
| · | commercial and savings banks; |
| · | insurance companies; |
| · | pension funds; |
| · | investment companies; and |
| · | educational and charitable institutions. |
In all cases, these purchasers must be approved by us. Unless otherwise set forth in the applicable prospectus supplement, the obligations of any purchaser under any of these shares is required undercontracts will not be subject to any conditions except that (a) the termspurchase of a registration
rights agreement that we entered intothe securities must not at the time of delivery be prohibited under the salelaws of any jurisdiction to which that purchaser is subject, and (b) if the securities are also being sold to underwriters, we must have sold to those underwriters the securities not subject to delayed delivery. Underwriters and other agents will not have any responsibility in respect of the Series B
Preferred Stock.
Pursuantvalidity or performance of these contracts.
Some of the underwriters, dealers or agents used by us in any offering of the securities under this prospectus may be customers of, engage in transactions with, and perform services for us or our affiliates, in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled under agreements that we may enter into with them to the registration rights agreement, we have agreed to indemnify inindemnification against and contribution toward certain circumstances the selling stockholders and their affiliates against
certaincivil liabilities, including liabilities under the Securities Act. The selling
stockholders have agreedAct, and to indemnifybe reimbursed by us for certain expenses.
All securities we may offer, other than TransAct common stock, will be new issues of securities with no established trading market. Any underwriters may make a market in certain circumstances against
certain liabilities, including liabilities underthese securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the Securities Act. We have
also agreedliquidity of the trading markets for any securities.
| -20- |
In order to pay certain expensesfacilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with thisthe offering, including,
in certain circumstances,creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the fees and expenses of counsel to the selling
stockholders, but not including underwriting discounts, concessions, commissions
or feesprice of the selling stockholders.
The selling stockholders and any other person participating in such distribution
will be subject to the Exchange Act rules, including, without limitation,
Regulation M, which may limit the timingsecurities or of purchases and sales of any of the
shares of common stock by the selling stockholders and any such other person. In
addition, Regulation Msecurities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
Under Rule 15c6-1 of the Exchange Act, may restrict the ability of any
person engagedtrades in the distribution ofsecondary market generally are required to settle in two business days, unless the shares of common stockparties to engageany such trade expressly agree otherwise or the securities are sold by us to an underwriter in market-making activities with respecta firm commitment underwritten offering. The applicable prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to the shares of common stock being
distributed for a period of up to five business daystrade securities on any date prior to the commencement
of distribution. This may affectsecond business day before the marketabilityoriginal issue date for your securities, you will be required, by virtue of the sharesfact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
Subject to any restrictions relating to debt securities in bearer form, any securities initially sold outside the United States may be resold in the United States through underwriters, dealers or otherwise.
The anticipated date of common stock
anddelivery of the ability of any person or entity to engagesecurities offered by this prospectus will be described in market-making activities
with respectthe applicable prospectus supplement relating to the sharesoffering.
To comply with the securities laws of common stock.
Wesome states, if applicable, the securities may suspendbe sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the use of this prospectus bysecurities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
| -21- |
Certain legal matters in connection with the selling stockholder under
certain circumstances.
Any common stock sold by a selling stockholder pursuant to a prospectus
supplement will be listed on The Nasdaq National Market, subject to official
notice of issuance.
LEGAL MATTERS
The validity of the shares of common stockoffered securities will be passed upon for us by Shipman & Goodwin LLP.
Day Pitney LLP, New York, New York.
The financial statements of TransAct Technologies Incorporated as of December 31, 2020 and for the year then ended have been audited by Marcum, LLP, independent registered public accounting firm, as stated in their report, which is incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 20032020 and have been so incorporated in reliance on such report given on the authority of said firm as experts in auditing and accounting.
The financial statements as of December 31, 2019 and for the year then ended incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2020 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
14
| -22- |
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the common stocksecurities offered in this prospectus.hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement andor the exhibits to that registration statement.filed therewith. For further information with respect toabout us and the common stock,securities offered hereby, we refer you to the registration statement and its exhibits.
We also filethe exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as an exhibit to the registration statement.
TransAct files annual, quarterly and specialcurrent reports, proxy statements and other information with the SEC. You may read and copy any document we file at the
Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. Our SECSuch filings are alsomade available through the “Investor Relations” tab on our Internet website, www.transact-tech.com, as soon as reasonably practicable after they are filed with, or furnished to, the public from the
SEC'sSEC. Our website at http://www.sec.gov and on our website at
http://www.transact-tech.com. With the exception of the documents we file with
the SEC, the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. The SEC maintains an Internet site, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including TransAct.
You may request a copy of our website is notfilings with the SEC and any documents incorporated by reference in this prospectus and you should not consider it a part of this
prospectus.
INCORPORATION BY REFERENCE
We are incorporatingregistration statement (including any exhibits specifically incorporated by reference in such documents) at no cost by writing or telephoning us at the following address or phone number:
TransAct Technologies Incorporated
c/o Investor Relations
One Hamden Center
2319 Whitney Avenue, Suite 3B
Hamden, CT 06518
(203) 859-6800
| -23- |
INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement incorporates by reference important business and financial information about our Company that we fileis not included in or delivered with the SEC,
which means that we are disclosing important information to you in those
documents.this document. The information incorporated by reference is an importantconsidered to be part of this prospectus, and the SEC allows us to “incorporate by reference” the information we file with it, which means that we subsequently file withcan disclose important information to you by referring you to those documents instead of having to repeat the SEC will
automatically update and supercede information in this prospectus. The information in any filing incorporated or deemed to be incorporated by reference herein speaks only as of the date of such filing, or, where applicable, the dates identified therein. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus andwill be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in ourthis prospectus or any other filings with the SEC.subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference:
| · | our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 12, 2021; |
| · | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 13, 2021; |
| · | our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 11, 2021; |
| · | our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 12, 2021; |
| · | our Current Reports on Form 8-K filed on May 12, 2021, May 27, 2021, July 14, 2021, July 26, 2021, August 16, 2021 and August 20, 2021 (in each case excluding any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any related exhibits); |
| · | the portions of the Definitive Proxy Statement on Schedule 14A for the 2021 annual meeting of stockholders filed on April 12, 2021 that are incorporated by reference in our 2020 Form 10-K; |
| · | the description of the TransAct common stock contained in our Registration Statement on Form 8-A filed on August 1, 1996 (the “Form 8-A”), and all amendments and reports updating such description, including Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 16, 2020; and |
| · | the portions of our Registration Statement on Form S-1, filed with the SEC on June 26, 1996, that are incorporated by reference in the description of the TransAct common stock contained in the Form 8-A. |
We also incorporate by reference the documents listed
below, which we have already filed with the SEC, andinto this prospectus any futurefurther filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934. We are not, however, incorporating by reference1934, as amended (the “Exchange Act”) (other than any documents or portions thereof, whether specifically listed below orinformation deemed to be “furnished” and not filed in the future, that
are not deemed "filed" with the SEC, including anySEC) after the date hereof and prior to the termination of the offering of securities under this prospectus. Unless specifically stated to the contrary, none of the information furnished
pursuant to any Itemwe disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K.
- - Annual Report on Form 10-K for the year ended December 31, 2003, filed on
March 30, 2004;
- - Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2004, filed on May 12, 2004;
- - Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2004, filed on August 12, 2004;
- - Amendment No. 18-K that we may from time to Quarterly Report on Form 10-Q/A for the quarterly
period ended June 30, 2004, filed on November 18, 2004;
- - Current Report on Form 8-K, filed on September 20, 2004;
- - Current Report on Form 8-K, filed on December 7, 2004; and
- - Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2004, filed on November 15, 2004.
You may request a copy of any of our filings withtime furnish to the SEC (including any related exhibit) will be incorporated by reference into, or any of the
agreements or other documents that constitute exhibits to those filings, at no
cost, by writing or telephoning us at the following address or phone number:
TransAct Technologies Incorporated
c/o Investor Relations
7 Laser Lane
Wallingford, Connecticut 06492
Telephone: (203) 269-1198
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. otherwise included in, this prospectus.
WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDEGIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ABOUT THE OFFERING THAT IS DIFFERENT FROM, OR IN ADDITION TO, THAT CONTAINED IN THIS PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLEMENT OR IN ANY OF THE MATERIALS THAT ARE INCORPORATED BY REFERENCE HEREIN OR THEREIN. THEREFORE, IF ANYONE DOES GIVE YOU WITH
ADDITIONALINFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A JURISDICTION WHERE OFFERS TO SELL, OR DIFFERENT INFORMATION. SOLICITATIONS OF OFFERS TO PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT
COVER OF THIS PROSPECTUS.
15
| -24- |
$50,000,000 Common Stock Preferred Stock Debt Securities Warrants or Other Rights ___________________ PROSPECTUS ___________________ , 2021 |
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Distribution.
The following statementtable sets forth the estimated amounts of expenses other than
underwriting discounts, to be borne by the registrantus in connection with the issuance and distribution of the offered securities.
securities being registered hereby.
| Securities and Exchange Commission registration fee | $ | 4,635.00 | ||
| Accounting fees and expenses | $ | * | ||
| Legal fees and expenses | $ | * | ||
| Financial printing and miscellaneous expenses | $ | * | ||
| Total | $ | * |
| * | These fees and |
Item 15. Indemnification of DirectorsOfficers and Officers.
Directors.
Exculpation and Indemnification
Section 145(a)102(b)(7) of the Delaware General Corporation Law provides, in general,
thatof the State of Delaware (the “DGCL”) permits a corporation shall haveto include in its certificate of incorporation a provision eliminating or limiting the powerpersonal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision may not eliminate or limit the liability of a director for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law, for the payment of unlawful dividends or unlawful stock repurchases or redemptions, or for any transaction from which the director derived an improper personal benefit. The certificate of incorporation of the Company limits the personal liability of a director to the Company and its stockholders for monetary damages for a breach of fiduciary duty as a director to the fullest extent permitted by law.
In addition, Section 145 of the DGCL permits a corporation to indemnify any personof its directors, officers, employees or agents who was or is a party, or is threatened to be made a party to any threatened, pending or
completed action, suit orthird party proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the rightreason of the corporation),
because thefact that such person is or was a director, officer, employee or officeragent of the corporation. Such
indemnity may becorporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or firm, against expenses (including attorneys'attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by thesuch person in connection with such action, suit or proceeding, if thesuch person acted in good faith and in a manner thesuch person reasonably believed to be in orand not opposed to the best interests of the corporation, and, if, with respect to any criminal action or proceeding, the person did not have reasonable causehad no reason to believe the
person'sthat such person’s conduct was unlawful. Section 145(b) of the Delaware General Corporation Law provides, in general,
thatIn a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completedderivative action, or suiti.e., one by or in the right of a corporation, the corporation is permitted to procure a
judgment inindemnify any of its favor because the person isdirectors, officers, employees or was a director or officer of the
corporation,agents against any expenses (including attorneys'attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of suchan action or suit if the person acted in good faith and in a manner the
personthat he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shallwill be made in respect of any
claim, issue or matter as to whichif such person shallwill have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which suchthe action or suit was brought shall determinedetermines 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 indemnifyindemnity for such expenses whichdespite the Courtadjudication of Chancery or such other court
shall deem proper.
Section 145(g) of the Delaware General Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of the law.
II-1
as amended, of the registrantCompany provides that
(a)for indemnification of directors and officers (as well as incorporators, employees, and agents of the registrant shall indemnify to the full extent permitted by lawCompany, and any person made, or threatened to be made, a party to any claim, action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reasonserving at the request of the fact that he is or wasCorporation as a director, officer, incorporator, employee, partner, trustee or employee of the registrant
serving at the registrant's request as a director or officeragent of another corporation, or of a partnership, joint venture, trust, or other enterprise and
(b) the registrant shall pay the expenses, including attorney's fees,(including an employee benefit plan)) for any liability incurred by a director or officer in defending or investigating a threatened or pending
claim, action, suit or proceeding, in advance of the final disposition of such
claim, action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount by the registrant. The
certificate of incorporation also provides that,their official capacity to the fullest extent permittedpermissible under the DGCL.
| II-1 |
Insurance
We have an insurance policy in place that covers our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.
Item 16. Exhibits
(a)
Exhibits
The following is a list of exhibits filed, furnished or incorporated by law,
the directors of the registrant shall have no liability to the registrant or its
stockholder for monetary damages for breach of fiduciary dutyreference as a director.
The registrant maintains policiespart of insurance under which the registrant's
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
The foregoing statements are subject to the detailed provisions of Section 145
of the Delaware General Corporation Law and the certificate of incorporation and
by-laws of TransAct Technologies Incorporated.
Item 16. Exhibits
this registration statement.
| II-2 |
Exhibit No. | Description of Exhibits | |
| 23.1** | Consent of Marcum LLP. | |
| 23.2** | Consent of PricewaterhouseCoopers | |
| 23.3** | Consent of | |
| 24.1** | Power of Attorney (see signature page to this Registration Statement on Form S-3). | |
| 25.1* | Form T-1 Statement of |
____________________________
| * | If applicable, to be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of |
| ** | Filed herewith. |
Item 17. Undertakings
A. Undertaking Regarding Rule 415 OfferingUndertakings.
(a) The undersigned registrant hereby undertakes:
1. To
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) Toto include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;
Act;
(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 in the registration
statement. Toto 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 CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement; and
(iii) Toto 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;
Provided,
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (ii)(a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the CommissionSEC by the registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
(2) That,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 initial bona fide offering thereof.
thereof;
(3) Toto 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.
B. Undertaking Regarding Filings Incorporating Subsequent Exchangeoffering;
| II-3 |
(4) that, for the purpose of determining liability under the Securities Act Documentsto any purchaser:
(i)(A) Each prospectus filed by Reference
Thethe registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(i)(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
(5) that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant hereby undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser;
(6) that, for purposes of determining any liability under the Securities Act, each filing of the registrant'sregistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan'splan’s annual report pursuant to Section 15(d) of the
II-3
thereof.
C. Undertaking in Respect of Indemnification
Insofarthereof;
(7) that, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, described in Item 15 above, or otherwise, the registrant has been informedadvised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act 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 director or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has 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 and will be governed by the final adjudication of such issue.
II-4
(8) to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Trust Indenture Act.
| II-4 |
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrantRegistrant 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 Amendment
No. 2 to the Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wallingford,Hamden, State of Connecticut, on December 9, 2004.
TRANSACT TECHNOLOGIES INCORPORATED
By: /s/this 12th day of November, 2021.
| TRANSACT TECHNOLOGIES INCORPORATED | |||
| (Registrant) | |||
| By: | /s/ Steven A. DeMartino | ||
| Name: | Steven A. DeMartino | ||
| Title: | President, Chief Financial Officer, Treasurer and Secretary | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Bart C. Shuldman --------------------------------------
Name: Bart C. Shuldman
Title: Chairmanand Steven A. DeMartino, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-3 to be filed by TransAct Technologies Incorporated, and to file the Board, Presidentsame, with all exhibits thereto, and Chief Executive Officer
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statementregistration statement has been signed on December 9,
2004 by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | |
| /s/ Bart C. Shuldman | Chairman of the Board (Principal Executive Officer) | November 12, 2021 | |
| Bart C. Shuldman | |||
| /s/ Steven A. DeMartino | President, Chief Financial Officer, (Principal Financial Officer) | November 12, 2021 | |
| Steven A. DeMartino | |||
| /s/ David B. Peters | Vice President and Chief Accounting Officer (Principal Accounting Officer) | November 12, 2021 | |
| David B. Peters | |||
| /s/ John M. Dillon | Director | November 12, 2021 | |
| John M. Dillon | |||
| /s/ Randall S. Friedman | Director | November 12, 2021 | |
| Randall S. Friedman | |||
| /s/ Emanuel P. N. Hilario | Director | November 12, 2021 | |
| Emanuel P. N. Hilario | |||
| /s Haydee Olinger | Director | November 12, 2021 | |
| Haydee Olinger |