UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2005
TRANSACT TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-21121 06-1456680
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
7 Laser Lane, Wallingford, CT 06492
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 269-1198
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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Acceleration of vesting of unvested stock options
On November 2, 2005, our Compensation Committee of the Board of Directors
approved accelerating the vesting of all outstanding unvested stock options
granted to our directors, officers and employees under our applicable stock
incentive plans. The closing price of our common stock on the Nasdaq National
Market Quotation System to be used for measurement of compensation as of the
date of acceleration was $6.99. As a result of the acceleration, options to
acquire approximately 109,500 shares of our Common stock, which otherwise would
have vested from time to time over the next four years, became immediately
exercisable. All other terms and conditions applicable to outstanding stock
option grants remain in effect. The option plans under which accelerated grants
were issued are our 1996 Stock Plan, 1996 Directors' Stock Plan and the 2001
Employee Stock Plan.
Our Compensation Committee's decision to accelerate the vesting of affected
stock options was primarily based upon the Company's required adoption of FAS
123R effective January 1, 2006. We believe that the acceleration of vesting
unvested options will eliminate the need to recognize any future compensation in
our income statement with respect to these options. However, there is no
assurance that the acceleration of the options may not result in some future
compensation expense. By accelerating the vesting of the affected stock options,
the Company will be required to record an immaterial amount of compensation
expense in the fourth quarter of 2005 for such accelerated stock options where
the market price of $6.99 exceeds the strike price of the stock options.
However, we believe the acceleration of vesting unvested options will eliminate
the need for recognizing future compensation expense of approximately $0.9
million that would have been recorded as a result of adoption of FAS 123R
beginning January 1, 2006.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSACT TECHNOLOGIES INCORPORATED
By: /s/ Steven A. DeMartino
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Steven A. DeMartino
Executive Vice President and
Chief Financial Officer
Date: November 4, 2005
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