Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: June 30, 2015
or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
Commission file number: 0-21121
______________________________________________________________________
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(Exact name of registrant as specified in its charter)
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Delaware
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06-1456680
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, CT
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06518
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(Address of Principal Executive Offices)
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(Zip Code)
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(203) 859-6800
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(Registrant’s Telephone Number, Including Area Code)
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(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 31, 2015, the number of shares outstanding of the Company’s common stock, $0.01 par value, was 7,747,692.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2015, which was filed with the U.S. Securities and Exchange Commission on August 7, 2015 (the “Original Report”), solely to replace Exhibit 10.1 as filed with the Original Report with Exhibit 10.1 filed with this Amendment. The exhibit was revised to disclose certain information that was originally redacted within attachment 2 of the exhibit and that the Company has determined to disclose in connection with the processing of a confidential treatment application with the U.S. Securities and Exchange Commission.
No other changes were made to the Original Report other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Report or modify or update in any way disclosures made in the Original Report. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of this amended report, the Company is including new certifications of the Company’s chief executive officer and chief financial officer pursuant to Rule 13a-14(a) of the Exchange Act.
PART II. OTHER INFORMATION
Item 6. EXHIBITS
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Exhibit 10.1
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OEM Purchase Agreement by and between GTECH Corporation and Transact, dated May 29, 2015*
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Exhibit 10.2
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Second Amendment to Lease Agreement by and between Las Vegas Airport Properties LLC and TransAct dated June 30, 2015**
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Exhibit 31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Exhibit 31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Exhibit 32.1
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.**
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101.INS
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XBRL Instance Document.**
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101.SCH
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XBRL Taxonomy Extension Schema Document.**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.**
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*
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A request for confidential treatment was filed for certain portions of the indicated document. Confidential portions have been omitted and filed separately with the U.S. Securities and Exchange Commission as required by Rule 24b-2 under the Securities Exchange Act of 1934.
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**
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Previously filed with our Quarterly Report on Form 10-Q on August 7, 2015.
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SIGNATURES
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 thereunto duly authorized.
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TRANSACT TECHNOLOGIES INCORPORATED
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(Registrant)
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s/ Steven A. DeMartino
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November 2, 2015
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Steven A. DeMartino
President, Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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EXHIBIT LIST
The following exhibits are filed herewith.
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Exhibit
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Exhibit 10.1
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OEM Purchase Agreement by and between GTECH Corporation and Transact, dated May 29, 2015*
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Exhibit 10.2
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Second Amendment to Lease Agreement by and between Las Vegas Airport Properties LLC and TransAct dated June 30, 2015**
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Exhibit 31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Exhibit 31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Exhibit 32.1
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.**
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101.INS
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XBRL Instance Document.**
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101.SCH
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XBRL Taxonomy Extension Schema Document.**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.**
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*
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A request for confidential treatment was filed for certain portions of the indicated document. Confidential portions have been omitted and filed separately with the U.S. Securities and Exchange Commission as required by Rule 24b-2 under the Securities Exchange Act of 1934.
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**
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Previously filed with our Quarterly Report on Form 10-Q on August 7, 2015.
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