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): May 25, 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.
2005 EQUITY INCENTIVE PLAN
On May 25, 2005, we held our Annual Meeting of Stockholders (the "Annual
Meeting"). At the Annual Meeting, our stockholders approved the adoption of the
2005 Equity Incentive Plan (the "Plan"). The Plan provides for the issuance of
up to 600,000 shares of TransAct common stock in satisfaction of awards made
under the Plan. Pursuant to the Plan, our Compensation Committee is given the
authority to grant awards in the form of restricted stock, restricted stock
units, stock options, stock appreciation rights and performance awards to the
directors, executives, key employees and consultants of TransAct and our
subsidiaries. Upon adoption of the Plan, no new awards will be made under any
other existing TransAct equity plan. Our Compensation Committee may determine
the times at which an award may vest. In the event of a change in control (as
defined in the Plan), each award becomes fully exercisable. If the change of
control is also a Covered Transaction (as defined in the Plan), then each award
will terminate upon the consummation of the Covered Transaction unless the
acquiring entity assumes the award or provides a substitute award. If the
change of control is not a Covered Transaction, then unless assumed or
substituted, each award becomes fully exercisable and to the extent not
previously exercised, surrendered, paid or terminated terminates upon
consummation of the Covered Transaction. A copy of the 2005 Equity Incentive
Plan is filed as Exhibit 99.1 to this report and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
Exhibit Description
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99.1 2005 Equity Incentive Plan
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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
---------------------------
Steven A. DeMartino
Executive Vice President and
Chief Financial Officer
Date: June 1, 2005
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EXHIBIT LIST
The following exhibit is filed herewith.
Exhibit Description
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99.1 2005 Equity Incentive Plan.
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