As filed with the Securities and Exchange Commission on July 17, 2008December 20, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TRANSCAT, INC.
(Exact name of registrant as specified in its charter)
Ohio | ||
(State or other jurisdiction of incorporation or organization) | 16-0874418 |
35 Vantage Point Drive
Rochester, New York 14624
(585) 352-7777
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
Charles P. Hadeed
Lee D. Rudow, President and Chief Executive Officer
Michael J. Tschiderer, VP of Finance and Chief OperatingFinancial Officer
Transcat, Inc.
35 Vantage Point Drive
Rochester, New York 14624Tel: (585) 352-7777Fax: (585) 352-7788
(Name, address, including zip code and telephone number, including area code, of agent for service)
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COPIESTO:
James M. Jenkins, Esq.
Alexander R. McClean, Esq.
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, New York 14604Tel: (585) 232-6500Fax: (585) 232-2152
Approximate date of commencement of proposed sale of the securities to the public:From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. 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 Securities Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☒ | |||
| (Do not check if a smaller |
| Title of each class | Proposed maximum | Proposed maximum | ||||||||||||||||||||
| of securities to be | Amount to be | offering price | aggregate offering | Amount of | ||||||||||||||||||
| registered | registered | per share | price | registration fee | ||||||||||||||||||
| Common Stock, par value $.50 per share | 247,906 | $ | 6.53 | $ | 1,618,827 | $ | 63.62 | |||||||||||||||
| reporting company) |
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | Amount of | ||||||
| Title of each class of securities | Amount to be | offering price | aggregate offering | registration | ||||
| to be registered | registered(1) | per share(1) | price(1)(2) | fee | ||||
| Common stock, par value $0.50 per share (3) | ||||||||
| Warrants (4) | ||||||||
| Purchase Contracts (5) | ||||||||
| Units (6) | ||||||||
| Total | $50,000,000 | $50,000,000 | $6,225 | |||||
| (1) | Information as to each class of security has been omitted pursuant to General Instruction II.D of Form S-3 under the Securities Act. |
| (2) | Estimated for the sole purpose of computing the registration fee in accordance with Rule |
| (3) | Such indeterminate principal amount of common stock as may, from time to time, be issued (i) at indeterminate prices or (ii) without separate consideration upon conversion, redemption, exercise or exchange of securities registered hereunder, to the |
| (4) | Warrants may be sold separately or together with our common stock. Includes an indeterminate number of our shares of common stock to be issuable upon the exercise of warrants for such securities. |
| (5) | Such indeterminate number of purchase contracts as may, from time to time, be issued at indeterminate prices obligating holders to purchase from or sell to us, and obligating us to sell or purchase from the |
| (6) | Such indeterminate number of units as may, from time to time, be issued at indeterminate prices, each representing ownership of one or more of the |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance withSection 8(a) of the Securities Act of 1933, as amended, or until thethis registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.determine.
SUBJECT TO COMPLETION, dated December 20, 2017 PROSPECTUS $50,000,000 Transcat, Inc. We may offer and sell from time to time This prospectus provides you with a We may Our common stock is Investing in our common stock involves risk. You should carefully read the information included and incorporated by reference into this prospectus for a ___________________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or ___________________ The date of this prospectus is IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THISPreliminary Prospectus
The information in this prospectus is not complete and may be changed. The selling shareholderWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling shareholderit is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. 
247,906 Shares of Common Stock
Warrants
Purchase Contracts
Units This prospectus relates to the resale of up to 247,906 shares of our common stock, par value $.50 per share,___________________by E. Lee Garelick,up to $50,000,000 of shares of common stock; warrants to purchase other securities; purchase contracts; and units consisting of any combination of the above securities.former directorgeneral description of ours. Mr. Garelick, who served asthe securities listed above. Each time we offer any securities pursuant to this prospectus, we will provide a memberprospectus supplement that will contain specific information about the terms of our board of directors since June 1996, retired from the board on May 6, 2008. As a result of Mr. Garelick’s retirement from the board, we have agreed to register the shares covered bythat offering. The prospectus supplement may also add, update or change information contained in this prospectus. Mr. Garelick is referred This prospectus may not be used to throughoutoffer or sell our securities without a prospectus supplement describing the method and terms of the offering. You should read this prospectus eitherand any prospectus supplement together with the information described under the heading “Incorporation of Certain Information by name or as the “selling shareholder.” Mr. GarelickReference” before you make your investment decision.sell the common stock covered by this prospectus, from time to time, directly or through agents or dealers,offer these securities in amounts and at prices and on terms to be determined at the time of sale.offering. The prices at which hesecurities may be sold directly to you, through agents or through underwriters and dealers. If agents, underwriters or dealers are used to sell his shares will be determined by the prevailing market price for the shares at the time of sale or in negotiated transactions. Mr. Garelick will receive all of the proceeds from any sales of our common stock made pursuant to this prospectus. Accordingly,securities, we will receive no proceeds from sales of our common stock made pursuant to this prospectus. Mr. Garelickname them and describe their compensation in the company are paying the expenses of registering the shares covered by thisaccompanying prospectus and preparing this prospectus, but he will pay any selling expenses incurred by him in connection with the shares of common stock covered by this prospectus.quotedtraded on the NASDAQ Capital Market under the symbol “TRNS”. On July 15, 2008,As of December 19, 2017, the closingaggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $86,484,529, based on 7,144,475 shares of outstanding common stock, of which approximately 450,626 were held by affiliates, and a price of $12.92 per share, which was the last reported sale price of our common stock on the NASDAQ Capital Market was $6.53 per share.high degreediscussion of risk. Please see the section entitledfactors you should carefully consider in determining whether to invest in our securities, including the discussion of risks described under “Risk Factors” beginning on page 85 of this prospectus to read about risks you should consider before buying our common stock.prospectus.determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.July 17, 2008.December 20, 2017.
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the accompanying prospectus supplement together with documents incorporated by reference in this prospectus.You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement, or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus does not, and together with the accompanying prospectus supplement will not, constitute an offer to sell or the solicitation of any offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statements in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference in this prospectus or any prospectus supplement - the statement in the document having the later date modifies or supersedes the earlier statement.
Unless the context otherwise requires, references in this prospectus to “Transcat,” “we,” “us,” and “our” refer to Transcat, Inc.
___________________
Unless indicated in the applicable prospectus supplement, we have not taken any action that would permit us to publicly sell these securities in any jurisdiction outside the United States. If you are an investor outside the United States, you should inform yourself about, and comply with, any restrictions as to the offering of the securities and the distribution of this prospectus.
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TABLE OF CONTENTS
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| 3 | ||||
| WHERE YOU CAN FIND MORE INFORMATION | 4 | |||
| INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | 4 | |||
| RISK FACTORS | 5 | |||
| THE SECURITIES WE MAY OFFER | 6 | |||
| DESCRIPTION OF COMMON STOCK | 6 | |||
| DESCRIPTION OF WARRANTS | 8 | |||
| DESCRIPTION OF PURCHASE CONTRACTS | 9 | |||
| DESCRIPTION OF UNITS | 10 | |||
| USE OF PROCEEDS | 10 | |||
| PLAN OF DISTRIBUTION | 11 | |||
| LEGAL MATTERS | 13 | |||
| EXPERTS | 13 |
INFORMATION CONTAINED IN THIS PROSPECTUSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Statements in this prospectus “Transcat,” “the company,” “we,” “us”that are based on other than historical data are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and “our” refer to Transcat, Inc., an Ohio corporation,include, among others:
| ● | statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Transcat, Inc. (the “Company,” “we,” “our” or “us”); and |
| ● | statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar expressions. |
These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and its subsidiary, taken as a whole, unless the context otherwise requires. Inuncertainties and actual results may differ materially from those presented, either expressed or implied, in this prospectus, any prospectus supplement, and our Annual Report on Form 10-K for the “Securities Act” refers to the Securities Act of 1933, as amended.
| ● | Fluctuations in our quarterly results could cause our stock price to decline; |
| ● | Our future success may be affected by our current and future indebtedness; |
| ● | Our common stock trades at a relatively low volume; |
| ● | Our stock price may be volatile and fluctuate significantly in response to a number of factors; |
| ● | We are subject to certain foreign currency rate risks; |
| ● | We operate in a competitive industry and market area; |
| ● | We may suffer from the effects of an economic downturn that disrupts the U.S. industrial sector; |
| ● | Our Service segment has a concentration of customers in the life science and other FDA-regulated and industrial manufacturing industries; |
| ● | Our Distribution segment may be unable to successfully compete against web-based distributors; |
| ● | We rely on one vendor to supply a significant amount of our inventory purchases for our Distribution segment; |
| ● | Our financing of any future acquisitions may result in dilution to our current stockholders or could increase our leverage and risk of defaulting on bank debt; |
| ● | Acquisitions, and integration of acquisitions, may disrupt our business and dilute shareholder value; |
| ● | Any impairment of goodwill or other intangible assets could negatively impact our results of operations; |
| ● | We need to stay current on technological changes in order to compete and meet customer demands; |
| ● | A breach in security of our information systems, including the occurrence of a cyber incident or a deficiency in cyber security, may result in a loss of customer business or damage to our brand image; |
| ● | We may experience issues from any implementation of a replacement of our aging enterprise resource planning system; |
| ● | Our business may be adversely affected by changes to fiscal, tax, regulation, and other policies of the federal government and its agencies; |
| ● | We may not be able to attract and retain skilled people; and |
| ● | Our future success is substantially dependent on our senior management. |
We caution readers not to place undue reliance on such information or representations as having been authorized by us.
TRANSCAT, INC.
Transcat, Inc. was organized in 1964 under “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Incorporation by Reference” before deciding to invest in sharesthe laws of our common stock.
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Our telephone numberStrategy
Our business strategy is (585) 352-7777. Our website address is:www.transcat.com. Exceptto leverage our unique value proposition rooted in the complementary nature of our two operating segments in ways that add value for any documentsall customers who select Transcat as their source for test and measurement equipment and/or calibration and laboratory instrument services. During fiscal year 2017, we made an important, strategic decision to commit capital and leadership investments to advance our “Operational Excellence” initiative. We expect this initiative to result in increased operational efficiency and further differentiation from our competitors as we invest in the information system and process improvements needed to improve our productivity, effectiveness and our customers’ experiences.
Within our Service segment, our strategy is to drive double-digit revenue growth both through organic expansion and acquisitions. We have adopted an integrated sales model to drive sales across the enterprise and capitalize on the cross-selling opportunities between our two segments, especially leveraging our Distribution relationships to develop new Service relationships. We expect to continue to grow our Service business organically by taking market share from other third party providers and original equipment manufacturers, as well as targeting the outsourcing of in-house calibration labs. We believe an important element in taking market share is our ability to expand into new technical capabilities that are incorporatedin demand by reference intoour current and target customer base. The other component to our Service growth strategy is acquisitions. There are three drivers of our acquisition strategy: infrastructure leverage, geographic expansion, and increased capabilities. The majority of our acquisition opportunities are in the $2 million to $6 million annual revenue range, and we are disciplined in our approach to selecting target companies. A focus of our Operational Excellence initiative is to strengthen our integration process, allowing us to capitalize on acquired sales and cost synergies at a faster pace.
Our Distribution segment strategy is to be the premier value-added distributor of leading handheld test and measurement equipment and to maximize our unique leverage with our Service segment. Through our vendor relationships, we have access to more than 100,000 products, which we market to our existing and prospective customers both with and without value-added service options that are unique to Transcat. We continuously evaluate our offerings and add new in-demand vendors and products. In addition to selling and servicing new equipment, we offer rentals of new equipment, and used equipment for sale or rent. We see these various methods of meeting our Distribution customers’ needs as a way to differentiate ourselves and to diversify this prospectus that may be accessedsegment’s customer base from our website, the information on our website is not part of this prospectus.
As part of our growth strategy, we completed a number of business acquisitions during our fiscal years 2016 and 2017. Our acquisition strategy primarily targets service businesses that expand our geographic reach and leverage our infrastructure while also increasing the purchase price, we issued an aggregate of 170,000 sharesdepth of our common stockservice capabilities and expertise.
We believe our combined Service and Distribution segment offerings, experience, technical expertise and integrity create a unique and compelling value proposition for our customers, and we intend to Mr. Garelick.continue to grow our business through organic revenue growth and business acquisitions. We delivered 56,666 shares to Mr. Garelick at closing andconsider the balance of 113,334 shares were issued to him on February 11, 1997. On July 22, 1997, we distributed additional sharesattributes of our common stockService segment, which include higher gross margins and a recurring revenue stream, to all ofbe more compelling and scalable than our shareholders in a 2-for-1 stock split in the form of a stock dividend. As a result, Mr. Garelick received an additional 170,000 shares oflegacy Distribution segment. Thus, we expect our common stock, for an aggregate of 340,000 shares. Since 1996, Mr. Garelick has gifted 139,000 of such shares of our common stock.
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| Shares Owned | Shares Owned | |||||||||||||||
| Before the | Number of | After the | ||||||||||||||
| Selling Shareholder | Offering | Shares Offered | Offering Number | Percent | ||||||||||||
| E. Lee Garelick | 247,906 | 247,906 | 0 | — | ||||||||||||
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We are a public company, and we file annual, quarterly and current reports, proxy statements and other information with the SecuritiesSEC. You may access and Exchange Commission. Copiesread our SEC filings, including the complete registration statement and all of the exhibits to it, through the SEC’s website located at http://www.sec.gov. This site contains reports proxy statements and other information that we file electronically with the SEC. The registration statement and other reports or information can be inspected, and copies may be read and copiedobtained, at the Securities and Exchange Commission’sSEC’s Public Reference Room, at 100 F Street, N.E., Washington, D.C.DC 20549. You can request copies of such documents by writing to the Securities and Exchange Commission and paying a fee for the copying cost. You may obtain informationInformation on the operation of the Public Reference Room of the SEC may be obtained by calling the Securities and Exchange CommissionSEC at 1-800-SEC-0330. All reports and other information that we file with the Securities and Exchange Commission are also available to the public through the Securities and Exchange Commission’s web site atwww.sec.gov, under our company name or our CIK number: 0000099302.
We make available through our website located atwww.transcat.com our proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reportshave filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically submit such material to the Securities and Exchange Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE DOCUMENTS THAT WE HAVE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM OR IN ADDITION TO THE INFORMATION CONTAINED IN THIS DOCUMENT ANDINCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
We incorporate information into this prospectus the information that we file with it. Thisby reference, which means that we can disclose important information to you in this document by referring you to other filings we have made with the Securities and Exchange Commission.those documents. The information incorporated by reference is considered to be part of this prospectus, and later informationprospectus. Because we fileare incorporating by reference future filings with the Securities and Exchange Commission that is incorporated or deemed to be incorporated by reference intoSEC, this prospectus will updateis continually updated and those future filings may modify or supersede some of the information included or incorporated in this information.prospectus. We incorporate by reference the documents listed below and any futureall documents we filesubsequently filed with the Securities and Exchange Commission underSEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, after the date of this prospectus and prior to the completiondate this offering is terminated or we issue all of the offering covered bysecurities under this prospectus:
| ● | Our Annual Report on Form 10-K for | ||
| ● | Our Quarterly Reports on Form 10-Q for the quarterly period ended June 24, 2017, filed August 4, 2017, and the quarterly period ended September 23, 2017, filed November 3, 2017. | ||
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Our Current Reports on Form 8-K filed | |||
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The description of our common stock, par value $0.50 per share, contained in amendment number 1 to our registration statement on Form S-3 (Registration No. 333-42345), filed with the Securities and Exchange Commission on February 5, 1998. |
Nothing in this prospectus may containshall be deemed to incorporate information that updates, modifiesfurnished, but not filed, with the SEC pursuant to Item 2.02 or is contrary toItem 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit.
Information in this prospectus supersedes related information in one or more of the documents listed above and information in subsequently filed documents supersedes related information in both this prospectus and the incorporated by referencedocuments.
You may request orally or in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else towriting, and we will provide you with, different information. You should not assume that the information in this prospectus is accurate asa copy of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
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Transcat, Inc.
35 Vantage Point Drive
Rochester, New York 14624
These filings and reports can also accessbe found on our website, located atwww.transcat.com, by following the documentslinks to “Investor Relations” and “SEC Filings.”
The information contained on our website does not constitute a part of this prospectus.
RISK FACTORS
Investing in our securities involves risks. Before making an investment decision, you should carefully consider the specific risks set forth under the caption “Risk Factors” in the applicable prospectus supplement and under the caption “Risk Factors” in our filings with the SEC, which are incorporated by reference into this prospectus.
THE SECURITIES WE MAY OFFER
This prospectus contains a summary of the common stock, warrants, purchase contracts, and units that we may offer under this prospectus. The particular material terms of the securities offered by a prospectus supplement will be described in that prospectus supplement. The descriptions herein and in the applicable prospectus supplement do not contain all of the information that you may find useful or that may be important to you. However, this prospectus, the prospectus supplement and the pricing supplement, if applicable, contain the material terms and conditions for each security. The prospectus supplement will also contain information, where applicable, about material U.S. federal income tax considerations relating to the offered securities, and the securities exchange, if any, on which the offered securities will be listed. You should read these documents as well as the documents filed as exhibits to or incorporated by reference to this registration statement. Capitalized terms used in this prospectus throughthat are not defined will have the meanings given them in these documents.
DESCRIPTION OF COMMON STOCK
Introduction
The following section describes the material features and rights of our website located atCommon Stock. The summary does not purport to be exhaustive and is qualified in its entirety by reference to our Articles of Incorporation and our Code of Regulations, each of which is filed as an exhibit to the Registration Statement of which this prospectus is a part, and to applicable sections of the Ohio General Corporation Law, which we refer to as the “OGCL”.
General
We are authorized to issue up to 30,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to the same rights, and is the same in all respects, as each other share of Common Stock. Holders of Common Stock are entitled to: (1) one vote per share on all matters requiring a shareholder vote; (2) a ratable distribution of dividends, if and when, declared by the board of directors (the “Board”); and (3) in the event of a liquidation, dissolution or winding up of us, to share ratably in all assets remaining available for distribution to them after payment of liabilities. Holders of Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock. The shares of Common Stock, when issued in the manner described in this prospectus, will be fully paid and nonassessable.
Dividends
Our credit agreement, as amended, limits our ability to pay cash dividends to $3.0 million in any fiscal year. We have not declared any cash dividends since our inception and have no current plans to pay any dividends in the foreseeable future.
Transfer Agent & Registrar
The transfer agent and registrar for our Common Stock is Computershare.
Anti-takeover Effects of Certain Provisions in our Articles of Incorporation, Code of Regulations and the OGCL
www.transcat.comArticles of Incorporation and Code of Regulations. Except
Some provisions of our Articles of Incorporation and our Code of Regulations may be deemed to have an anti-takeover effect and may collectively operate to delay, defer or prevent a tender offer, a proxy contest or takeover attempt that a shareholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the shares held by our shareholders. These provisions are intended to discourage certain types of coercive takeover practices and inadequate takeover bids. This also encourages persons seeking to acquire control of us to negotiate with us first. As a result, shareholders who might desire to participate in such transactions may not have an opportunity to do so. In addition, these provisions will also render the removal of our Board or management more difficult. The following discussion is a summary of certain material provisions of our Articles of Incorporation and our Code of Regulations, copies of which are filed as exhibits to the Registration Statement of which this prospectus is a part.
The Company’s Articles of Incorporation require the affirmative vote of the holders of at least 75% of the capital stock of the Company entitled to vote in order to authorize: (i) any merger or consolidation of the Company with any other corporation if such transaction would otherwise by law require a vote of the shareholders; (ii) any combination or majority share acquisition with or by any corporation if such transaction would otherwise by law require a vote of the shareholders; or (iii) any lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of the Company to any other person or entity; if, in any such event, such other corporation, person or entity is the beneficial owner of ten percent or more of the outstanding capital stock of the Company entitled to vote thereon. Notwithstanding the forgoing, such restrictions do not apply if the Company’s Board of Directors approves a memorandum of understanding with the other corporation, person or entity prior to the time it becomes the owner of ten percent or more of the outstanding shares of the Company’s capital stock.
Additionally, the affirmative vote of the holders of at least 75% of the capital stock of the Company entitled to vote is required to amend, alter or repeal any of the foregoing provisions of the Company’s Articles of Incorporation.
Finally, the Board is divided into three classes, and the Company’s Code of Regulations state that the members of each class are elected for a term of three years and only one class of directors is elected annually. Thus, it would take at least two annual elections to replace a majority of our Board.
Ohio General Corporation Law
Certain provisions of the OGCL make a change in control of an Ohio corporation more difficult. Below is a summary of the Ohio anti-takeover statutes.
Ohio Control Share Acquisition Statute
The OGCL provides that certain notice and informational filings, and special shareholder meeting and voting procedures, must occur prior to the acquisition of an issuer’s shares that would entitle the acquirer to exercise or direct the voting power of the issuer in the election of directors within any of the following ranges: (i) one-fifth or more but less than one-third of such voting power, (ii) one-third or more but less than a majority of such voting power; or (iii) a majority or more of such voting power.
The Ohio Control Share Acquisition Statute does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Ohio Control Share Acquisition Statute.
Ohio Merger Moratorium Statute
Chapter 1704 of the OGCL addresses a range of business combinations and other transactions (including mergers, consolidations, asset sales, loans, disproportionate distributions of property and disproportionate issuances or transfers of shares or rights to acquire shares) between an Ohio corporation and an “Interested Shareholder” who, alone or with others, may exercise or direct the exercise of at least 10% of the voting power of the corporation in the election of directors. The Ohio Merger Moratorium Statute prohibits such transactions between the corporation and an Interested Shareholder for a period of three years after a person becomes an Interested Shareholder, unless, prior to such date, the directors approved either the business combination or other transaction or approved the acquisition that caused the person to become an Interested Shareholder.
After the three-year period, transactions between the corporation and the Interested Shareholder are permitted if:
| ● | the transaction is approved by the holders of shares with at least two-thirds of the voting power of the corporation in the election of directors or the approval of the holders of a majority of the voting shares held by persons other than an Interested Shareholder; or |
| ● | the business combination results in shareholders, other than the Interested Shareholder, receiving the higher of the highest amount paid in the past by the Interested Shareholders for the corporation’s shares or the amount that would be due to the shareholders if the corporation were to dissolve. |
The Ohio Merger Moratorium Statute does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Ohio Merger Moratorium Statute.
Ohio Anti-Greenmail Statute
Pursuant to the Ohio Anti-Greenmail Statute, a public corporation formed in Ohio may recover profits that a shareholder makes from the sale of the corporation’s securities within 18 months after making a proposal to acquire control or publicly disclosing the possibility of a proposal to acquire control. The corporation may not, however, recover from a person who proves either: (i) that his sole purpose in making the proposal was to succeed in acquiring control of the corporation and there were reasonable grounds to believe that he would acquire control of the corporation; or (ii) that his purpose was not to increase any profit or decrease any loss in the shares. Also, before the corporation may obtain any recovery, the aggregate amount of the profit realized by such person must exceed $250,000. Any shareholder may bring an action on behalf of the corporation if a corporation refuses to bring an action to recover these profits. The party bringing such an action may recover his attorneys’ fees if the court having jurisdiction over such action orders recovery of any profits.
The Ohio Anti-Greenmail Statute does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Ohio Anti-Greenmail Statute.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase our common stock. We may offer warrants separately or together with one or more additional warrants, common stock, or any combination of those securities in the form of units, as described in the appropriate prospectus supplement. If we issue warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date. Below is a description of certain general terms and provisions of the warrants that we may offer. Further terms of the warrants will be described in the prospectus supplement.
The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:
| ● | the specific designation and aggregate number of, and the price at which we will issue, the warrants; |
| ● | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
| ● | the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; |
| ● | any applicable anti-dilution provisions; |
| ● | any applicable redemption or call provisions; |
| ● | the circumstances under which the warrant exercise price may be adjusted; |
| ● | whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; |
| ● | any applicable material United States federal income tax consequences; |
| ● | the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; |
| ● | the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; |
| ● | the designation and terms of the common stock purchasable upon exercise of the warrants; |
| ● | if applicable, the designation and terms of the common stock with which the warrants are issued and the number of warrants issued with each security; |
| ● | if applicable, the date from and after which the warrants and the related common stock will be separately transferable; |
| ● | the number of shares of common stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; |
| ● | if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
| ● | information with respect to book-entry procedures, if any; |
| ● | whether the warrants are to be sold separately or with other securities as parts of units; and |
| ● | any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts, including purchase contracts issued as part of a unit with one or more other securities, for the purchase or sale of our common stock. The price per share of common stock may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific incorporated documents listed above, noformula contained in the purchase contracts. We may issue purchase contracts in such amounts and in as many distinct series as we wish.
The applicable prospectus supplement may contain, where applicable, the following information availableabout the purchase contracts issued under it:
| ● | whether the purchase contracts obligate the holder to purchase or sell, or both, our common stock, and the nature and amount of those securities, or method of determining those amounts; |
| ● | whether the purchase contracts are to be prepaid or not; |
| ● | whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our common stock; |
| ● | any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts; |
| ● | United States federal income tax considerations relevant to the purchase contracts; and |
| ● | whether the purchase contracts will be issued in fully registered global form. |
The applicable prospectus supplement will describe the terms of any purchase contracts. The preceding description and any description of purchase contracts in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the purchase contract agreement and, if applicable, collateral arrangements and depositary arrangements relating to such purchase contracts.
DESCRIPTION OF UNITS
We may issue units comprised of two or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The applicable prospectus supplement may describe:
| ● | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
| ● | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; |
| ● | the terms of the unit agreement governing the units; |
| ● | United States federal income tax considerations relevant to the units; and |
| ● | whether the units will be issued in fully registered or global form. |
The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the form of unit agreement which will be filed with the SEC in connection with the offering of such units, and, if applicable, collateral arrangements and depositary arrangements relating to such units.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities for general corporate purposes unless otherwise indicated in the prospectus supplement relating to a specific issue of securities. Our general corporate purposes may include the acquisition of companies, businesses or assets; repayment and refinancing of debt; capital expenditures; and working capital. The prospectus supplement with respect to an offering of securities may identify different or additional uses for the proceeds of such offering.
The precise amounts and the timing of our use of the net proceeds will depend upon market conditions, the availability of other funds and other factors. Until we use the net proceeds from the sale of any of the securities for general corporate purposes, we expect to either reduce our indebtedness or invest in investment grade, interest-bearing securities.
PLAN OF DISTRIBUTION
We may sell our securities in any of the following ways:
| ● | to or through underwriters; |
| ● | through agents; |
| ● | through broker-dealers (acting as agent or principal); |
| ● | directly by us to purchasers, through a specific bidding or auction process or otherwise; or |
| ● | through a combination of any such methods of sale. |
Each time that we use this prospectus to sell our securities, we will also provide a prospectus supplement that contains the specific terms of such offering. The prospectus supplement will set forth the terms of the offering of such securities, including:
| ● | the name or names of any underwriters, dealers or agents and the type and amounts of securities underwritten or purchased by each of them; |
| ● | the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to underwriters, dealers or agents; |
| ● | any exchange on which the securities will be issued; and |
| ● | all other items constituting underwriting compensation. |
If we use underwriters in the sale of any securities on a firm commitment basis, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the securities if they purchase any of the securities. We may also engage underwriters on a best efforts basis.
We may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of our securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
To the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will issue and sell shares of our website shallcommon stock to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell shares on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that any shares of our common stock sold will be sold at prices related to the then prevailing market prices for our common stock. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this prospectus. If any underwriter or agent acts as principal, or broker dealer acts as underwriter, it may engage in certain transactions that stabilize, maintain or otherwise affect the price of our securities. We will describe any such activities in the prospectus supplement relating to the transaction.
In the sale of the securities, underwriters or agents may receive compensation from us in the form of underwriting discounts or commissions and may also receive compensation from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Discounts, concessions and commissions may be changed from time to time. Dealers and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts, concessions or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws.
We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase our securities at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions or discounts we pay for solicitation of these contracts.
Agents and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates in connection with those derivatives then the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment).
Until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.
Underwriters may engage in overallotment. If an underwriter creates a short position in offered securities by selling more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market.
The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters' short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering.
Any person participating in the distribution of common stock registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Securities Act, Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our common stock by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock. These restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our commonstock.
If more than 10% of the net proceeds of any offering of securities made under this prospectus will be received by Financial Industry Regulatory Authority (“FINRA”) members participating in the offering, or affiliates or associated persons of such FINRA members, the offering will be conducted in accordance with FINRA Rule 5110.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by Harter Secrest & Emery LLP, Rochester, N.Y.
EXPERTS
The consolidated financial statements of Transcat, Inc. as of March 25, 2017 and March 26, 2016, and for each of the years in the two-year period ended March 25, 2017, have been incorporated by reference herein, in reliance upon the reports of Freed Maxick CPAs, P.C., independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
$50,000,000
Transcat, Inc.
Common Stock
Warrants
Purchase Contracts
Units
Prospectus |
December 20, 2017
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or the registration statementis current only as of which it forms a part.its date.
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Item 14. Other Expenses of Issuance and Distribution.
The expenses expected(other than underwriting compensation) to be incurred by the registrantus in connection with the issuance and distribution of theour securities being registered hereby. A percentage of the expenses will be borne by the selling shareholder identified in this registration statement With the exception of the Securities and Exchange Commission registration fee, the amounts set forth below are estimates.hereby are:
| Securities and Exchange Commission filing fee | $ | 6,225 | |
| Accounting fees and expenses | * | ||
| Legal fees and expenses | * | ||
| Printing fees | * | ||
| Miscellaneous | * | ||
| Total expenses | $ | 6,225 |
| Nature of Expense | Amount | |||
| Registration fee | $ | 64.00 | ||
| Accounting fees and expenses | $ | 5,000.00 | ||
| Legal fees and expenses | $ | 20,000.00 | ||
| Transfer agent fees | $ | — | ||
| Printing and related fees | $ | — | ||
| Miscellaneous | $ | — | ||
| Total | $ | 25,064.00 | ||
| * | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of our securities under this registration statement. An estimate of the various expenses in connection with the issuance and distribution of our common stock being offered will be included in the applicable prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
We are incorporated under the Ohio General Corporation Law (the “OGCL”).
Article VI of the registrant’s codeCompany’s Code of regulations,Regulations, as amended, provides that the registrant shall indemnify its directors and officers to the fullest extent authorized by the Ohio General Corporation Law (the “OGCL”).OGCL. With respect to indemnification of directors and officers, Section 1701.13 of the OGCL provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. Under this provision of the OGCL, the termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct is unlawful.
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Furthermore, the OGCL provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of: (i) any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses as the court of common pleas or such other court shall deem proper; or (ii) any action or suit in which the only liability asserted
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In addition, Section 1701.13(E)(5)(a) requires a corporation to pay any expenses, including attorneys’ fees, of a director in defending an action, suit, or proceeding referred to above as they are filed as exhibits to this registration statement:
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers andor persons controlling persons of the registrantus pursuant to the foregoing provisions, or otherwise, the registrant haswe have been advisedinformed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act
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Item 16. Exhibits and will be governed by the final adjudication of such issue.Financial Statement Schedules.
EXHIBIT INDEX
| * | Filed herewith. |
| ** | To be subsequently filed by an amendment to the Registration Statement or by a Current Report on Form 8-K and incorporated herein by reference. |
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Item 17. Undertakings.
| (a) | The undersigned registrant hereby undertakes: | ||
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: | ||
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); | ||
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | ||
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. | ||
| provided, however, that paragraphs (1)(a)(i), (1)(a)(ii) and (1)(a)(iii) do not apply if the registration statement is on Form S-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. | |||
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof. | ||
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser: | ||
| (i) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
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| (ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. | ||
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: | ||
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | ||
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. | ||
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof. | ||
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. | ||
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SIGNATURES
| TRANSCAT, INC. | ||||
| By: | /s/ | Lee D. Rudow | ||
| Lee D. Rudow | ||||
President and Chief Executive Officer | ||||
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We, the undersigned directors and appoints Charles P. Hadeedofficers, do hereby severally constitute and Johnappoint Lee D. Rudow and Michael J. Zimmer,Tschiderer, and each of them each individual’sseverally, our true and lawful attorney-in-factattorneys-in-fact and agent, with full power of substitution and re-substitution, for each individual and in each individual’s name, place and stead, inagents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to signexecute any and all amendments (including post-effective amendments) to this registration statement,instruments for us and to filein our names in the same, with all exhibits and schedules thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting untocapacities indicated below, which said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing, which they, or either of them, may deem necessary or advisable to be doneenable Transcat, Inc. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement as fullyon Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all intentsamendments (including pre- and purposes as he might or couldpost- effective amendments) hereto and any related registration statement and amendments thereto; and we do in person,each hereby ratifyingratify and confirmingconfirm all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes or any of them, may lawfullyshall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, of 1933, this registration statement has been signed by the following persons in the capacities and as ofon the dates indicated.
| Signatures | Title | Date | ||||||
| Lee D. Rudow | Director, President and Chief | December 20, 2017 | ||||||
| (Principal Executive Officer) | ||||||||
| /s/ | ||||||||
| Michael J. | Vice President of Finance and Chief | December 20, 2017 | ||||||
| Financial Officer | ||||||||
| (Principal Financial | ||||||||
| /s/ Scott D. Deverell | ||||||||
| Controller and Principal Accounting | December 20, 2017 | |||||||
| Officer | ||||||||
| (Principal Accounting Officer) | ||||||||
| /s/ | ||||||||
| Charles P. Hadeed | Chairman of the Board of Directors | |||||||
| /s/ Richard J. Harrison | ||||||||
| Richard J. Harrison | Director | December 20, 2017 | ||||||
| /s/ Gary J. Haseley | ||||||||
| Director | December 20, 2017 | |||||||
| /s/ Paul D. Moore | ||||||||
| Paul D. Moore | Director | December 20, 2017 | ||||||
| /s/ Angela J. Panzarella | ||||||||
| Director | December 20, 2017 | |||||||
| /s/ Alan H. Resnick | ||||||||
| Alan H. Resnick | Director | December 20, 2017 | ||||||
| /s/ Carl E. Sassano | ||||||||
| Carl E. Sassano | Director | December 20, 2017 | ||||||
| /s/ John T. Smith | ||||||||
| John T. Smith | Director | |||||||
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