| | The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.
Also, consistent with the investment purpose, the Reporting Person (Mr. Gillman) may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. The Reporting Person may discuss ideas that, if effected, may result in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer.
Mr. Gillman believes that the company is facing unique and very complicated challenges in its BOHA business.
Mr. Gillman believes that these challenges require an immediate and urgent review of the BOHA business, including an exploration of strategic alternatives. To this end, Mr. Gillman believes that it is important for the board to add multiple new directors with the skills and experience to carry out this exploration of strategic alternatives for BOHA.
Mr. Gillman believes that shareholders who share these concerns should communicate their concerns directly to each member of the incumbent board of directors.
Mr. Gillman believes that the by laws of the company allow shareholders holding a majority of the voting rights to call a special meeting.
Mr. Gillman believes that every single shareholder should today consider whether it is advisable at this time to call a special meeting of shareholders for the purpose of electing additional members to the board.
At this time, Mr. Gillman has no specific plan or proposal to acquire or dispose of his Common Stock. Mr. Gillman may from time to time acquire additional Common Stock or dispose of any or all of his Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements and/or other investment considerations. Also, consistent with the investment purpose, he may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Mr. Gillman may discuss ideas that, if effected, may result in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer. Except to the extent the foregoing may be deemed a plan or proposal, he has no plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Mr. Gillman may review or reconsider his position at any time. Mr. Gillman may change his goals with respect to TransAct at any time.
Except to the extent the foregoing may be deemed a plan or proposal, Mr. Gillman has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Mr. Gillman may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Mr. Gillman believes that Daniel Friedberg effectively owns more stock in TransAct technologies than any other board membe. For this reason Mr. Gillman believes that Mr. Gillman should be made board chairman and calls on the board to make this change immediately.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
Background
In prior amendments to the Schedule 13D, Mr. Gillman urged the Issuer's Board of Directors (the "Board") to undertake an immediate review of the Issuer's BOHA! business, including an exploration of strategic alternatives, and to add directors with the skills and incentives to carry out that review. In Amendment No. 3, Mr. Gillman also called on the Board to appoint Daniel M. Friedberg as Chair of the Board. To Mr. Gillman's knowledge, the Board has not acted on any of these requests.
Thirty years as a public company
The Issuer completed its initial public offering on August 22, 1996 at a price of $8.50 per share, or approximately $5.67 per share after adjusting for the Issuer's three-for-two stock split in April 2004. It is now 30 years later and the stock is today trading at less than its IPO price. Mr. Gillman believes that after thirty years of delivering no appreciation to shareholders, it is time for a dramatic change to the Board and it is time to sell the BOHA! business.
Alignment of the Board with shareholders
Mr. Gillman believes, as a general principle of corporate governance, that directors who own a significant amount of a company's stock have the strongest incentive to increase its value, and that directors who are not significant shareholders may not share that incentive to the same degree.
According to the Issuer's definitive proxy statement for its 2026 Annual Meeting of Stockholders, as of April 1, 2026: (i) Mr. Friedberg, a managing member of 325 Capital LLC ("325 Capital"), may be deemed to beneficially own approximately 10.0% of the outstanding Common Stock, principally through funds and accounts managed by 325 Capital; and (ii) the Issuer's other independent directors together beneficially owned approximately 104,760 shares, or approximately 1.0% of the outstanding Common Stock. Mr. Gillman believes that Mr. Friedberg has the largest economic interest in the Issuer of any member of the Board, and that the Board would be better aligned with shareholders if more of its members had a comparable interest.
Mr. Gillman's requests of the Board
Accordingly, Mr. Gillman calls on the Board to:
(1) Appoint Mr. Friedberg as Chair of the Board without delay. Mr. Gillman believes Mr. Friedberg is the director best positioned to lead a prompt and thorough process to sell BOHA!.
(2) Invite Michael D. Braner and Anil K. Shrivastava, the other managing members of 325 Capital, to join the Board. Mr. Braner currently serves as a director of American Public Education, Inc., and Mr. Shrivastava currently serves as a director of Motorcar Parts of America, Inc. If they were to join, three members of the Board would be principals of a firm that, together with its affiliates, owns approximately 10% of the Common Stock. Mr. Gillman believes that such directors could be expected to work to maximize value for all shareholders.
(3) Engage an investment bank to sell the BOHA! business, and begin that process immediately, whether by expanding the mandate of BofA Securities, Inc. or by retaining an additional advisor.
No agreement with 325 Capital
Mr. Gillman has not discussed any of the matters described in this Amendment No. 4 with 325 Capital, Mr. Friedberg, Mr. Braner or Mr. Shrivastava, and he does not know whether Mr. Braner or Mr. Shrivastava would be willing to serve as a director of the Issuer. Mr. Gillman has no agreement, arrangement or understanding with 325 Capital, any of its principals or any other person with respect to the acquisition, holding, voting or disposition of the Common Stock, and he is not a member of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
Other matters
Mr. Gillman intends to continue to communicate with the Board, management and other shareholders of the Issuer regarding the matters described herein. Mr. Gillman may at any time review or reconsider his position, change his purpose or formulate different plans or proposals, and may acquire additional shares of Common Stock or dispose of any or all of his shares of Common Stock, depending on his ongoing evaluation of the investment, prevailing market conditions, other investment opportunities and other factors. Except as set forth in the Schedule 13D, Mr. Gillman has no present plans or proposals that relate to or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. |
