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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 |
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
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) |
[ ] | 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)) |
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 |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 12/23/19 | None on these Dates | ||
For Period end: | 12/18/19 | |||
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