The information in Item 7.01 below is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

PAR Technology Corporation (“PAR,” “Company,” “we,” “our,” or “us”) on February 4, 2020 announced a proposed private offering of convertible unsecured senior notes (the “notes”) to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions and other factors. A copy of the Company’s press release announcing the proposed offering is included in Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

In connection with the offering, the Company is disclosing certain information to prospective investors in a preliminary offering memorandum dated February 4, 2020. The Company is disclosing under this Item 7.01 certain information disclosed in the preliminary offering memorandum that supplements or updates certain prior disclosures of the Company, which information (the “Supplemental Information”) is included in Exhibit 99.2 and is incorporated into this Item 7.01 by reference.

The Supplemental Information is preliminary and may change based on the completion of the Company’s financial closing procedures for the three months and year ended December 31, 2019 and the Company’s year-end 2019 audit. Those procedures and audit have not yet been completed and the estimated revenue information may differ materially from the Company’s actual revenues upon completion of such closing procedures and year-end audit. The estimated revenue information should therefore not be viewed as a substitute for review of full annual and quarterly financial statements, which will be prepared in accordance with U.S. generally accepted accounting principles. BDO USA, LLP, the Company’s independent registered accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the estimated revenue information. The preliminary revenue information has been prepared by management of the Company, using its reasonable judgment based on currently available information.

In addition, the Supplemental Information also includes updated risk factors relating to the Company from those contained in our Annual Report on Form 10-K for the year ended December 31, 2018 and our quarterly reports and other filings with the Securities and Exchange Commission.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the notes nor shall there be any offer, solicitation or sale of the notes in any state in which such offer, solicitation or sale would be unlawful. The notes have not been and will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Caution Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 27A of the Securities Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those expressed in, or implied by, the forward-looking statements, including risks related to: whether the Company will consummate the offering of the notes on the expected terms, or at all; the potential impact of market and other general economic conditions; whether the Company will be able to satisfy the conditions required to close any sale or repurchase of the 2024 notes; the anticipated use of the proceeds of the offering and the fact that the Company’s management will have broad discretion in the use of the proceeds from any sale of the notes; delays in new product development and/or product introduction; changes in customer base, or in product and service demands from our customers, particularly as to the two restaurant chain customers and the U.S. Department of Defense, each of which represent a significant portion of our revenue; risks associated with the internal investigation into conduct at our China and Singapore offices, including sanctions and fines that may be imposed by China and Singapore authorities; our ability to successfully integrate our recent acquisitions and realize expected synergies therefrom; and our ability to execute our business plan and grow our Brink business. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2018 and our quarterly and other reports, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as updated by the risk factors included in the Supplemental Information attached as Exhibit 99.2 to this Current Report on Form 8-K. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

The Company is furnishing the information in this Current Report on Form 8-K, including the information contained in Item 2.02, this Item 7.01 and Exhibits 99.1 and 99.2 hereto, to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of 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 and Exhibit 99.2) that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

PAR TECHNOLOGY CORP Exhibit
EX-99.1 2 nc10008324x1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1   FOR RELEASE: CONTACT:  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.