PAR Technology Corporation (NYSE:PAR) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
PAR Technology Corporation (NYSE:PAR) Files An 8-K Completion of Acquisition or Disposition of Assets
As previously disclosed on November 7, 2019, ParTech, Inc., a New York corporation (the “Company”) and a wholly owned subsidiary of PAR Technology Corporation, a Delaware corporation (“PAR Technology”), and PAR Technology, entered into an Interest Purchase Agreement (the “Purchase Agreement”) with The Drew D. Peloubet Family Trust DTD 6/29/09, Steven A. Roberts, Gary Saling, and PJCDSG, Inc., a Florida corporation (“Parent Seller” and, collectively with The Drew D. Peloubet Family Trust DTD 6/29/09, Steven A. Roberts, and Gary Saling, the “Sellers”), and Drew D. Peloubet with respect to certain representations, warranties and covenants.
to the Purchase Agreement, on December 18, 2019, the Company completed the acquisition of 100% of the limited liability company interests of AccSys, LLC, a Delaware limited liability company (f/k/a AccSys, Inc., and otherwise known as Restaurant Magic (“Restaurant Magic”)), in consideration of $42.0 million (the “Transaction”), consisting of $13.0 million of cash, subject to post-closing purchase price adjustments, $27.0 million of PAR Technology restricted stock (the “Share Consideration”), and a $2.0 million subordinated promissory note. The Sellers also have the opportunity to earn additional purchase price consideration subject to the achievement of post-closing revenue focused milestones. PAR Technology also assumed awards granted under Restaurant Magic’s long term incentive plan to employees and contractors for an aggregate of $2.0 million of restricted stock units covering shares of PAR Technology common stock. The restricted stock units will vest in equal annual installments over three (3) years, subject to continued service requirements.
The information provided in Item 1.01. Entry into a Material Definitive Agreement in PAR Technology’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 7, 2019 (“Prior 8-K”) and the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Prior 8-K are incorporated by reference into this Item 2.01.
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The restricted shares of PAR Technology common stock to be issued as Share Consideration and as Earn-Out Shares will be exempt from the registration requirements under the Securities Act of 1933, as amended, to Section 4(a)(2) thereof.
On December 19, 2019, PAR Technology issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
To the extent financial statements are required to be filed under Item 9.01(a) and pro forma financial information is required to be filed under Item 9.01(b), they will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
*The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
PAR TECHNOLOGY CORP Exhibit
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 FOR RELEASE: NEW HARTFORD,…
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EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 FOR RELEASE: NEW HARTFORD,…
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About PAR Technology Corporation (NYSE:PAR)
PAR Technology Corporation (PAR) is a provider of systems and service solutions for the hospitality industry. The Company operates through two segments: Hospitality and Government. The solutions for the restaurant industry integrate software applications, hardware platforms, software delivery, and installation and lifecycle support services. PAR’s software offerings for the Restaurant market include front-of-store point-of-sale (POS) software applications, and enterprise software applications for content management and business intelligence. PAR’s hardware offerings for the restaurant market include POS terminals, kitchen systems utilizing printers and/or video monitors, and a range of food safety monitoring and task management hardware and software solutions. PAR’s Government business provides a range of technical services for the Department of Defense (DoD) and federal agencies. The Government segment focuses on serving intelligence, surveillance and reconnaissance (ISR) customers.