As filed with the Securities and Exchange Commission on March 22, 2006
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRANSACT TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 06-1456680
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7 LASER LANE
WALLINGFORD, CT 06492
(203) 859-6800
(Address of principal executive offices, including zip code)
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2005 EQUITY INCENTIVE PLAN
(Full title of the plan)
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STEVEN A. DEMARTINO
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
TREASURER AND SECRETARY
TRANSACT TECHNOLOGIES INCORPORATED
7 LASER LANE
WALLINGFORD, CT 06492
(203) 859-6800
(Name, address and telephone number, including area code, of agent for service)
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Please send copies of all communications
to:
DAVID A. FINE, ESQ.
ROPES & GRAY LLP
ONE INTERNATIONAL PLACE
BOSTON, MA 02110
(617) 951-7000 (TELEPHONE)
(617) 951-7050 (FACSIMILE)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Aggregate Offering Registration
Share(2) Price(2) Fee
Common Stock, $.01 600,000 shares $8.99 $5,394,000 $577.16
par value per share, and
related Preferred Stock
Purchase Rights (1)
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement also covers such additional shares of Common Stock as may be issued in
the event of a stock dividend, stock split, recapitalization or other similar
transaction. In addition, this registration statement covers related rights to
purchase Series A Preferred Stock, par value $.01 per share, registered on a
Form 8-A filed with the Securities and Exchange Commission on December 2, 1997
(the "Preferred Stock Purchase Rights"). No separate consideration will be
received for the Preferred Stock Purchase Rights, which will initially trade
together with the Common Stock.
(2) Of the 600,000 shares to be registered hereunder, 133,000 shares are subject
to outstanding options and the registration fee for these shares have been
calculated based on the actual weighted average exercise price of $7.63. The
offering price of $9.38 per share of the remaining 467,000 shares not subject to
outstanding options on the date hereof has been estimated solely for the purpose
of determining the registration fee pursuant to Rule 457(c) and 457(h)(1) on the
basis of the average high and low prices of the common stock, par value $.01 per
share, as reported on the Nasdaq National Market on March 20, 2006.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of this Form
S-8 and the statement of availability of information of TransAct Technologies
Incorporated (the "Registrant"), and other information required by Item 2 of
this Form will be sent or given to employees as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of any
or all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates the following documents herein by
reference:
(a) The Registrant's latest annual report on Form 10-K for the fiscal
year ended December 31, 2005, filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on March 15, 2006.
(b) The description of the Common Stock, $.01 par value per share,
contained in the Registrant's Registration Statement on Form 8-A
(File No. 000-21121), filed with the Commission pursuant to Section
12 of the Exchange Act on August 1, 1996, as most recently revised
by the Registrant's Form 8-A/A on February 18, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (the "General
Corporation Law"), inter alia, provides that a Delaware corporation may
indemnify any persons who were, are or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. In
addition, the statutes of Delaware contain provisions to the general effect that
any director shall in the performance of his duties be fully protected in
relying in good faith upon the books of account or records of the corporation or
statements prepared by any official of the corporation.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
The Registrant's certificate of incorporation provides that the registrant
shall indemnify its directors and officers to the full extent permitted by the
laws of the State of Delaware. The Registrant's certificate of incorporation
provides that the registrant's directors and officers shall not be liable to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent that the exculpation from liabilities is not
permitted under the General Corporation Law as in effect at the time such
liability is determined. The Registrant's By-laws provide that the Registrant
shall indemnify its directors and officers to the extent permitted by the
General Corporation Law of the State of Delaware.
All of the Registrant's directors and officers are covered by insurance
policies maintained by the Registrant against specified liabilities for actions
taken in their capacities as such, including liabilities under the Securities
Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
4.1 2005 Equity Incentive Plan (previously filed as Exhibit 10.5(x) to
Form 10-K, filed on March 15, 2006, File No. 000-21121).
4.2 Certificate of Amendment of Certificate of Incorporation (previously
filed as Exhibit 3.1(b) to the Annual Report on Form 10-K for the
year ended December 31, 1997, filed on March 31, 1998, File No.
000-21121).
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4.3 Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the
Annual Report filed on Form 10-K for the year ended December 31,
1998, filed on March 29, 1999, File No. 000-21121).
5.1 Opinion of Ropes & Gray LLP, filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP, filed herewith.
23.2 Consent of Ropes & Gray LLP, filed herewith (included in the opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney, filed herewith (included on the signature page
of this Registration Statement under the caption "Power of
Attorney").
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
"Securities 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 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 a
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
shall 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 Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference 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
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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(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
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 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 the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wallingford in the State of Connecticut, on this 22nd day of
March, 2006.
TRANSACT TECHNOLOGIES
INCORPORATED
By: /s/ Steven A. DeMartino
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Name: Steven A. DeMartino
Title: Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Bart
Shuldman and Steven 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-8 to be filed by TransAct
Technologies Incorporated, and to file the same, with all exhibits thereto, and
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 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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/S/ BART C. SHULDMAN Chairman, President, Chief Executive Officer March 20, 2006
-------------------- and Director
BART C. SHULDMAN
/S/ STEVEN A. DEMARTINO Executive Vice President, Chief Financial March 20, 2006
----------------------- Officer, Treasurer and Secretary
STEVEN A. DEMARTINO
/S/ CHARLES A. DILL Director March 20, 2006
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CHARLES A. DILL
/S/ THOMAS R. SCHWARZ Director March 20, 2006
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THOMAS R. SCHWARZ
/S/ GRAHAM Y. TANAKA Director March 20, 2006
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GRAHAM Y. TANAKA