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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 Employee Stock Purchase 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
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01...................... 50,000 shares $7.1565 $357,825 $94.47
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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.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Section 10(a) prospectus being delivered by TransAct Technologies
Incorporated (the "Company") to participants in the Company's 2000 Employee
Stock Purchase Plan, as required by Rule 428 under the Securities Act of 1933,
as amended (the "Securities Act"), has been prepared in accordance with the
requirements of Form S-8 and relates to shares of Common Stock, par value $0.01
per share, issued or reserved for issuance pursuant to purchase rights granted
under the 2000 Employee Stock Purchase Plan. The information with respect to
purchase rights granted under the 2000 Employee Stock Purchase Plan required in
the Section 10(a) prospectus is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act. The
Company shall provide to participants a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
registration statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 25, 2000, June 24, 2000 and September 23, 2000;
(c) The Company's Current Report on Form 8-K dated April 7, 2000;
(d) The Company's Current Report on Form 8-K dated September 21,
2000; and
(e) The description of the Company's common stock, contained in its
registration statement on Form 8-A filed on August 1, 1996, and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
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 registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
This Item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
This Item is not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty
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as directors; however, the Certificate of Incorporation does not eliminate the
liability of a director for (i) any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) acts or
omissions in respect of certain unlawful dividend payments or stock redemptions
or repurchases; or (iv) any transaction from which such director derives
improper personal benefit. The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of his or her fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. The limitations
summarized above, however, do not affect the ability of the Company or its
stockholders to seek nonmonetary remedies, such as an injunction or rescission,
against a director for breach of his or her fiduciary duty.
In addition, the Company's Certificate of Incorporation and Bylaws provide
that the Company shall indemnify any officer or director of the Company, to the
fullest extent permitted by the laws of the State of Delaware. Section 145 of
the Delaware General Corporation Law permits a company to indemnify an officer
or director who was or is a party or is threatened to be made a party to any
proceeding because of his or her position, if the officer or director acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
The Company maintains insurance for officers and directors against certain
liabilities, including liabilities under the Securities Act. The effect of this
insurance is to indemnify any officer or director of the Company against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement, incurred by an officer or director upon a
determination that such person acted in good faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
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ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Certificate of Incorporation of the Company (Incorporated by
reference to the Company's Registration Statement on Form S-1
(File No. 333-06859)).
4.2 Certificate of Amendment of Certificate of Incorporation of
the Company (Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (File
No. 0-21121)).
4.3 Certificate of Designation of the Voting Powers, Designation,
Preferences and Relative Rights, Participating, Optimal or
Other Special Rights and Qualifications, Limitations and
Restrictions of the Series B Preferred Stock (Incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 25, 2000 (File No. 0-21121)).
4.4 Amended and Restated Bylaws of the Company (Incorporated by
reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 0-21121)).
4.5 Amended and Restated Rights Agreement between the Company and
American Stock Transfer & Trust Company dated February 16,
1999 (Incorporated by reference to the Company's Current
Report on Form 8-K filed February 18, 1999 (File No.
0-21121)).
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.
24.1 Power of Attorney (included in the signature page of this
registration statement).
99.1 The Company's 2000 Employee Stock Purchase Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
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benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement 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.
(c) 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, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.
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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
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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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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 November 8, 2000
---------------------- Corporate Controller
STEVEN A. DEMARTINO (Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Certificate of Incorporation of the Company (Incorporated by
reference to the Company's Registration Statement on Form S-1
( File No. 333-06859)).
4.2 Certificate of Amendment of Certificate of Incorporation of
the Company (Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (File
No. 0-21121)).
4.3 Certificate of Designation of the Voting Powers, Designation,
Preferences and Relative Rights, Participating, Optimal or
Other Special Rights and Qualifications, Limitations and
Restrictions of the Series B Preferred Stock (Incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 25, 2000 (File No. 0-21121)).
4.4 Amended and Restated Bylaws of the Company (Incorporated by
reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 0-21121)).
4.5 Amended and Restated Rights Agreement between the Company and
American Stock Transfer & Trust Company dated February 16,
1999 (Incorporated by reference to the Company's Current
Report on Form 8-K filed February 18, 1999 (File No.
0-21121)).
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.
24.1 Power of Attorney (included in the signature page of this
registration statement).
99.1 The Company's 2000 Employee Stock Purchase Plan.
