Attached files
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| EX-99.1 - EXHIBIT 99.1 - PAR TECHNOLOGY CORP | ex99_1.htm |
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): February 5, 2020
PAR Technology Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-09720
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16-1434688
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (315) 738-0600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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PAR
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New York Stock Exchange
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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 7.01 |
Regulation FD Disclosure
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On February 4, 2020, PAR Technology Corporation (the “Company”) announced a proposed private offering of convertible unsecured senior notes (the “notes”) to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). On February 6, 2020, the Company issued a press release announcing the pricing of an upsized $105 million offering of the notes; a copy of the press release is included in Exhibit 99.1 and
is incorporated into this Item 7.01 by reference.
The Company is furnishing the information in this Current Report on Form 8-K, including the information contained in this Item 7.01 and Exhibit 99.1 hereto, to comply with Regulation FD. Such information shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the
Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such
a filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this report (including Exhibit 99.1) that is required to be disclosed solely by Regulation FD.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit No.
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Exhibit Description
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Press Release, dated February 6, 2020, announcing pricing of convertible senior notes
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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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PAR TECHNOLOGY CORPORATION
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(Registrant)
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Date: February 6, 2020
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/s/ Bryan A. Menar
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Bryan A. Menar
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Chief Financial and Accounting Officer
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(Principal Financial Officer)
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