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Transcat Inc – ‘8-K’ for 12/18/19

On:  Monday, 12/23/19, at 4:30pm ET   ·   For:  12/18/19   ·   Accession #:  1206774-19-3948   ·   File #:  0-03905

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/23/19  Transcat Inc                      8-K:8,9    12/18/19    2:36K                                    DG3/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     18K 
 2: EX-99.1     10B5-1 Trading Plan Agreement Dated December 18,    HTML     19K 
                2019                                                             


‘8-K’   —   Current Report


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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)        December 18, 2019

Transcat, Inc.
(Exact name of registrant as specified in its charter)

Ohio 000-03905 16-0874418
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
 
35 Vantage Point Drive, Rochester, New York 14624
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code        585-352-7777

 
(Former name or former address, if changed since last report)

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:
[ ]        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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.50 par value TRNS Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01 Other Events.

On December 18, 2019, Lee D. Rudow, President and Chief Executive Officer of Transcat, Inc. (the “Company”), and Dougherty & Company LLC (“D&Co”), entered into a binding, pre-arranged stock sales plan (the “10b5-1 Plan”), as part of Mr. Rudow’s personal financial planning strategy. Pursuant to the 10b5-1 Plan, D&Co may sell, without further direction from Mr. Rudow, up to 35,000 shares of the Company’s common stock, representing an immaterial part of Mr. Rudow’s aggregate Company holdings, on a periodic basis subject to the terms of the 10b5-1 Plan. Sales under the 10b5-1 Plan will be made at a price not less than $35.00 per share and therefore the stock price must appreciate approximately 10% from current trading prices before sales will occur. The 10b5-1 Plan was designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s policy on non-public information and trading in Company securities.

Transactions made pursuant to the 10b5-1 Plan will be disclosed publicly in accordance with applicable securities laws, rules and regulations through appropriate filings with the Securities and Exchange Commission.

The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.      
                 
            Exhibit No.       Description
            99.1 10b5-1 Trading Plan Agreement dated December 18, 2019


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 hereunto duly authorized.

TRANSCAT, INC.
 
 
Dated: December 23, 2019 By:     /s/ Michael J. Tschiderer
  Michael J. Tschiderer
  Vice President of Finance and Chief Financial Officer



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:12/23/19None on these Dates
For Period end:12/18/19
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Filing Submission 0001206774-19-003948   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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