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 28, 2006
Transcat, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio
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000-03905
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16-0874418 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 35 Vantage Point Drive, Rochester, New York
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14624 |
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| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 28, 2006, Transcat, Inc. (“Transcat’) entered into an Asset Purchase Agreement
(the “Asset Purchase Agreement”) with N.W. Calibration Inspection, Inc. and the stockholders of
N.W. Calibration Inspection, Inc. (the “Stockholders”). There were no material relationships
between Transcat or its affiliates and any of the parties to the Asset Purchase Agreement, other
than in respect of the Asset Purchase Agreement.
Pursuant to the terms of the Asset Purchase Agreement, Transcat acquired the fixed and
intangible assets of N.W. Calibration Inspection, Inc. The closing consideration consisted of
$830,000 in cash (subject to adjustment at closing), the issuance of shares of Transcat Common
Stock equal in value of $100,000 as of February 27, 2006, and additional performance-based future
payments to the Stockholders pursuant to the terms of an Earn Out Agreement. A copy of the Asset
Purchase Agreement, which includes the form of Earn Out Agreement as Exhibit A and the form of
Non-Competition, Non-Solicitation and Non-Disclosure Agreement as Exhibit B, is filed as Exhibit
10.1 to this Form 8-K.
On February 28, 2006, Transcat, Inc. issued a press release announcing the acquisition of N.W.
Calibration Inspection, Inc. The press release is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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10.1
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Asset Purchase Agreement by and among Transcat, Inc., N.W.
Calibration Inspection, Inc. and the Stockholders dated as of
February 28, 2006 |
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99.1
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Transcat, Inc. Press Release dated February 28, 2006 |
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.
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TRANSCAT, INC.
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Dated: March 3, 2006
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By:
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/s/ Charles P. Hadeed |
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Charles P. Hadeed |
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Chief Operating Officer, Vice President of Finance |
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and Chief Financial Officer |
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