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As filed with the Securities and Exchange Commission on November 8,2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANSACT TECHNOLOGIES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 06-1456680
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7 Laser Lane, Wallingford, Connecticut 06492
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
TransAct Technologies Incorporated Non-Employee Directors' Stock Plan
(FULL TITLE OF THE PLAN)
Richard L. Cote
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
TransAct Technologies Incorporated
7 Laser Lane
Wallingford, Connecticut 06492
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(203) 269-1198
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Thomas A. Klee, Esq.
Shipman & Goodwin LLP
One American Row
Hartford, Connecticut 06103
(860) 251-5000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE REGISTRATION FEE
---------------- ---------- ------------ -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01...................... 70,000 shares $7.1565 $500,955 $132.76
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 based on the
average of the high and low prices reported on the Nasdaq National
Market on November 1, 2000.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus relating
to the securities registered under this Registration Statement also relates to
Registration Statement No. 333-32705, filed August 1, 1997.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement relates to the registration of additional
shares of Common Stock, par value $0.01 per share, of TransAct Technologies
Incorporated, the same class of securities as registered on Form S-8 for
TransAct Technologies Incorporated Non-Employee Directors' Stock Plan,
Registration Statement No. 333-32705. The contents of the prior Registration
Statement are incorporated in this Registration Statement by reference.
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SIGNATURES
Pursuant to requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wallingford, State of Connecticut, on
November 8, 2000.
TRANSACT TECHNOLOGIES INCORPORATED
By: /s/ Bart C. Shuldman
Bart C. Shuldman
President and Chief Executive Officer
POWER OF ATTORNEY
Know All Persons by These Presents, that each person whose signature
appears below constitutes and appoints Bart C. Shuldman and Richard L. Cote and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file same, with all exhibits
thereto, and other documents in connection therewith, with full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, of their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Bart C. Shuldman President, Chief Executive Officer November 8, 2000
------------------------ and Director
BART C. SHULDMAN (Principal Executive Officer)
/s/Richard L. Cote Executive Vice President, Chief November 8, 2000
------------------------ Financial Officer, Secretary,
RICHARD L. COTE Treasurer and Director
(Principal Financial Officer)
/s/Thomas R. Schwarz Chairman of the Board and Director November 8, 2000
------------------------
THOMAS R. SCHWARZ
/s/Graham Y. Tanaka Director November 8, 2000
------------------------
GRAHAM Y. TANAKA
/s/Charles A. Dill Director November 8, 2000
------------------------
CHARLES A. DILL
/s/Jeffrey T. Leeds Director November 8, 2000
------------------------
JEFFREY T. LEEDS
/s/Steven A. DeMartino Vice President and Corporate Controller November 8, 2000
------------------------ (Principal Accounting Officer)
STEVEN A. DeMARTINO
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
5.1 Opinion of Shipman & Goodwin LLP as to the legality of the
securities being registered.
23.1 Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
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