PAR Technology Corp: Director Changes & New Agreements

TL;DR

PAR Tech board shakeup, new execs, and a big deal announced.

AI Summary

On June 7, 2024, PAR Technology Corporation announced a significant event involving the departure of a director, the election of new directors, and the appointment of certain officers. The company also entered into a material definitive agreement and made a Regulation FD disclosure. Specific details regarding the individuals involved, the nature of the agreement, and any financial implications were not fully disclosed in the provided text but are expected to be detailed within the full filing.

Why It Matters

Changes in board composition and executive appointments can signal shifts in company strategy or governance, while new material agreements could impact future revenue and operations.

Risk Assessment

Risk Level: medium — Changes in leadership and new material agreements introduce a degree of uncertainty regarding future performance and strategic direction.

Key Players & Entities

• PAR Technology Corporation (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• New Hartford, New York (location) — Principal executive offices

FAQ

Key Financial Figures

• $95 million — ck of PGSC for a cash purchase price of $95 million ("Purchase Price" and such acquisition,
• $7 m — dings, LLC for a cash purchase price of $7 million, before customary post-closing ad

Filing Documents

• ef20030854_8k.htm (8-K) — 36KB
• ef20030854_ex2-1.htm (EX-2.1) — 650KB
• ef20030854_ex99-1.htm (EX-99.1) — 9KB
• image00001.jpg (GRAPHIC) — 2KB
• image00002.jpg (GRAPHIC) — 4KB
• 0001140361-24-029413.txt ( ) — 975KB
• par-20240607.xsd (EX-101.SCH) — 4KB
• par-20240607_lab.xml (EX-101.LAB) — 21KB
• par-20240607_pre.xml (EX-101.PRE) — 16KB
• ef20030854_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement . PAR Government Systems Corporation Purchase Agreement . On June 7, 2024 (the "Signing/Closing Date"), PAR Technology Corporation, a Delaware corporation ("PAR"), and PAR Government Systems Corporation, a New York corporation ("PGSC") and a wholly owned subsidiary of PAR, entered into a Stock Purchase Agreement (the "Purchase Agreement") with Booz Allen Hamilton Inc., a Delaware corporation (the "Buyer"). Pursuant to the Purchase Agreement, on the Signing/Closing Date the Buyer acquired 100% of the issued and outstanding shares of common stock of PGSC for a cash purchase price of $95 million ("Purchase Price" and such acquisition, the "Transaction"). The Purchase Price is The description of the Purchase Agreement herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated into this Current Report on Form 8-K by reference in its entirety. The Purchase Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual or disclosure information about PAR or the other parties to the Purchase Agreement. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by the parties in connection with the signing of the Purchase Agreement. The confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties in the Purchase Agreement and were used for the purpose of allocating risk between the parties rather than establishing matters as facts. The Pur

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Effective as of the Signing/Closing Date, Michael D. Nelson, President of PGSC, ceased to be a named executive officer of PAR.

01

Item 7.01 Regulation FD Disclosure . On June 10, 2024, PAR issued a press release (the "Press Release") announcing that it had completed the Transaction and that it had signed a definitive agreement for the sale of 100% of the issued and outstanding equity interests of Rome Research Corporation, a wholly-owned subsidiary of PAR ("RRC"), to NexTech Solutions Holdings, LLC for a cash purchase price of $7 million, before customary post-closing adjustments based on RRC's indebtedness, working capital, cash, and transaction expenses, at closing. The sale of RRC is expected to close in the second quarter of 2024. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 2.1* Stock Purchase Agreement, dated June 7, 2024, by and among Booz Allen Hamilton Inc., PAR Government Systems Corporation, and PAR Technology Corporation 99.1** PAR Technology Corporation Press Release dated June 10, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ** 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, as amended (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, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements . This Current Report on Form 8-K and the Press Release may contain "forward-looking statements" within the meaning of Section 21E of 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 PAR's future operations, financial condition, financial results, 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 management's current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond PAR's control, which could cause PAR's actual results to differ materially from those expressed in or implied by forward-looking statements, including the risks and uncertainties discussed in PAR's Annual Report on Form 10-K for the year ended December 31, 2023 and PAR's other filings with the SEC. Forward-looking statements contained herein and in the Press Release speak only as of the date of this Current Report. PAR undertakes 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.

SIGNATURES

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. PAR TECHNOLOGY CORPORATION (Registrant) Date: June 10, 2024 /s/Bryan A. Menar Bryan A. Menar Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR