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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) | September 27, 2023 |
| 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. |
As previously reported, on September 21, 2023, Transcat, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto (the “Underwriters”), in connection with the offer and sale of 736,845 shares of the Company’s common stock, par value $0.50 per share (the “Common Stock”), pursuant to a registration statement on Form S-3 (File No. 333-250135) (the “Registration Statement”) that was filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2020 and was declared effective on November 27, 2020, the related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus contained in the Registration Statement, as supplemented by the final prospectus supplement dated September 21, 2023, that was filed with the SEC pursuant to Rule 424(b) under the Securities Act, in an underwritten public offering at a public offering price of $95.00 for each share (the “Offering”). The Offering closed on September 25, 2023. In connection with the Offering, the Company granted the Underwriters a 30-day option to purchase up to 110,526 additional shares of Common Stock (the “Option”).
On September 27, 2023, the Underwriters notified the Company that the Underwriters would exercise the Option in full to purchase an additional 110,526 shares of Common Stock (the “Exercise”). The Exercise is expected to close on or about September 29, 2023.
In connection with the Exercise, the legal opinion and consent of Calfee, Halter & Griswold LLP as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 5.1 | Opinion of Calfee, Halter & Griswold LLP | |
| 23.1 | Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1 filed herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 28, 2023 | By: | /s/ James M. Jenkins |
| James M. Jenkins | ||
| Chief Legal Officer, Corporate Development Officer and Corporate Secretary |
Exhibit 5.1
 |
Calfee, Halter & Griswold LLP Attorneys at Law The Calfee Building 1405 East Sixth Street Cleveland, Ohio 44114-1607 216.622.8200 Phone |
September 28, 2023
Transcat, Inc.
35 Vantage Point Drive
Rochester, NY 14624
We have acted as special Ohio counsel for Transcat, Inc. (the “Company”) in connection with the registration of 110,526 shares (the “Option Shares”) of common stock, $0.50 par value per share, of the Company (the “Common Stock”), pursuant to a Registration Statement on Form S-3 (File No. 333-250135) which was filed with the Securities and Exchange Commission (the “Commission”) on November 17, 2020 (the “Original Registration Statement”) and a Registration Statement on Form S-3 (File No. 333-274611) which was filed with the Commission on September 20, 2023 (the “Additional Registration Statement” and, together with the Original Registration Statement, the “Registration Statement”). The Additional Registration Statement was filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Additional Registration Statement incorporates by reference the Original Registration Statement.
The Option Shares are being offered pursuant to the prospectus accompanying the Registration Statement, as supplemented by a prospectus supplement relating to the Option Shares dated September 21, 2023 (the prospectus, the prospectus supplement and any amendments thereto, collectively, the “Prospectus”). The Registration Statement and the Prospectus were filed under the Securities Act. Terms used and not defined herein shall have the meanings given to them in the Registration Statement.
We have examined or are otherwise familiar with the Company’s Articles of Incorporation, as amended, the Company’s Code of Regulations, as amended, the Registration Statement, and such other documents, records and instruments as we have deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Option Shares have been duly authorized and validly issued by the Company and, when delivered and paid for in the manner contemplated by the Underwriting Agreement, dated September 21, 2023 (the “Underwriting Agreement”), by and between the Company and Oppenheimer & Co. Inc., will be fully paid and non-assessable.
We are attorneys licensed to practice law in the State of Ohio. The opinion expressed herein is limited solely to the federal laws of the United States of America and
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CALFEE.COM | 888.CALFEE1 |
Transcat, Inc.
September 28, 2023
Page 2
the laws of the State of Ohio. We express no opinion as to the effect or applicability of the laws of any other jurisdiction.
We consent to the filing of this opinion with the Registration Statement and to the use of our name therein under the caption “Legal Matters.” Such consent, however, is not an admission that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, | |
| /s/ Calfee, Halter & Griswold LLP | |
| CALFEE, HALTER & GRISWOLD LLP |
|
CALFEE.COM | 888.CALFEE1 |