TRNS Transcat Inc

As filed with the Securities and Exchange Commission on September 20, 2023

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________

TRANSCAT, INC.
(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)

16-0874418 (I.R.S. Employer Identification Number)

35 Vantage Point Drive
Rochester, New York 14624
(585) 352-7777
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lee D. Rudow
President and Chief Executive Officer
Transcat, Inc.
35 Vantage Point Drive
Rochester, New York 14624
(585) 352-7777
(Name, address, including zip code and telephone number, including area code, of agent for service)
___________________

COPIES TO:

James M. Jenkins, Esq. Chief Legal and Corporate Development Officer Transcat, Inc. 35 Vantage Point Drive Rochester, New York 14624 (585) 352-7777

Alexander R. McClean, Esq. Kayla E. Klos, Esq. Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, New York 14604 (585) 232-6500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ☐:

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☒ Registration Number 333-250135

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐			Accelerated filer	☒
Non-accelerated filer	☐			Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed by Transcat, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

This Registration Statement relates to the Registration Statement on Form S-3 (File No. 333-250135) (the "Prior Registration Statement"), declared effective on November 27, 2020 by the Commission, and is being filed for the purpose of registering additional securities in an amount that does not exceed 20% of the proposed maximum aggregate offering price of securities remaining available for issuance under the Prior Registration Statement. The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Prior Registration Statement, including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required opinion and consents are listed on the Exhibit Index included herein, and are filed with this Registration Statement.

EXHIBIT INDEX

Exhibit No.		Description
5.1*		Opinion of Calfee, Halter & Griswold LLP
23.1*		Consent of Freed Maxick CPAs, P.C.
23.2*		Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1 filed herewith)
24.1		Power of Attorney (filed as Exhibit 24.1 to the Registrant's Registration Statement on Form S-3 (File No. 333-250135), initially filed with the Commission on November 17, 2020)
107*		Calculation of Filing Fee Table

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on this 20th day of September 2023.

		TRANSCAT, INC.
	By:	/s/ Lee D. Rudow
		Lee D. Rudow
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title		Date
/s/ Lee D. Rudow		Director, President and Chief Executive Officer		September 20, 2023
Lee D. Rudow		(Principal Executive Officer)
/s/ Thomas L. Barbato		Senior Vice President of Finance, Chief Financial Officer and Treasurer (Principal Financial Officer)		September 20, 2023
Thomas L. Barbato
/s/ Scott D. Deverell		Controller and Principal Accounting Officer		September 20, 2023
Scott D. Deverell		(Principal Accounting Officer)
/s/ *		Chairman of the Board of Directors		September 20, 2023
Gary J. Haseley
		Director
Craig D. Cairns
/s/ *		Director		September 20, 2023
Oksana S. Dominach
		Director
Christopher P. Gillette
/s/ *		Director		September 20, 2023
Charles P. Hadeed

 

Signatures		Title		Date
		Director
Mbago M. Kaniki
		Director
Cindy Langston
/s/ *		Director		September 20, 2023
Paul D. Moore

* By:	/s/ Lee D. Rudow
	Lee D. Rudow
	Attorney in Fact

Exhibit 5.1

	Calfee, Halter & Griswold LLP Attorneys at Law The Calfee Building 1405 East Sixth Street Cleveland, Ohio 44114-1607 216.622.8200 Phone

September 20, 2023

Transcat, Inc.
35 Vantage Point Drive
Rochester, NY 14624

We have acted as special Ohio counsel for Transcat, Inc. (the “Company”) in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Additional Registration Statement”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of up to $15,000,000 of shares (the “Shares”) of common stock, $0.50 par value per share (the “Common Stock”). The Shares are being registered for possible offer and sale from time to time pursuant to Rule 415 under the Securities Act. The Additional Registration Statement incorporates by reference the Registration Statement on Form S-3 (File No. 333-250135) (the “Original Registration Statement” and, together with the Additional Registration Statement, the “Registration Statement”), which was filed with the Commission on November 17, 2020, including the prospectus which forms a part of the Registration Statement. Terms used and not defined herein shall have the meanings given to them in the Registration Statement.

We have examined or are otherwise familiar with the Company’s Articles of Incorporation, as amended, the Company’s Code of Regulations, as amended, the Registration Statement, and such other documents, records and instruments as we have deemed necessary or appropriate for the purposes of this opinion.

Based on the foregoing, we are of the opinion that the Shares, when authorized and sold as contemplated in the Registration Statement and upon receipt by the Company of the consideration (which is not less than the par value of such Shares) to be paid therefor in accordance with such authorization, will be validly issued by the Company and will be fully paid and non-assessable.

We are attorneys licensed to practice law in the State of Ohio. The opinion expressed herein is limited solely to the federal laws of the United States of America and the laws of the State of Ohio. We express no opinion as to the effect or applicability of the laws of any other jurisdiction.

	CALFEE.COM  |  888.CALFEE1

Transcat, Inc.
September 20, 2023
Page 2

We consent to the filing of this opinion with the Additional Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. Such consent, however, is not an admission that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

	Very truly yours,
	/s/ CALFEE, HALTER & GRISWOLD LLP
	CALFEE, HALTER & GRISWOLD LLP

	CALFEE.COM | 888.CALFEE1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 and related Prospectus of Transcat, Inc. of our report dated June 6, 2023, relating to the consolidated financial statements and the effectiveness of internal controls over financial reporting of Transcat, Inc. appearing in the Annual Report on Form 10-K of Transcat, Inc. for the year ended March 25, 2023.

We also consent to the reference to our firm under the caption “Experts”.

/s/ Freed Maxick CPAs, P.C.

Rochester, New York

September 20, 2023

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Transcat, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Maximum Aggregate Offering Price(1)	Fee Rate	Amount of Registration Fee(2)
Equity	Common Stock, $0.50 par value per share	$15,000,000.00	$110.20 per $1,000,000	$1,653.00
Total Offering Amounts		$15,000,000.00		$1,653.00
Total Feed Previously Paid				—
Total Fee Offsets				—
Net Fee Due				$1,653.00

(1)

The Registrant previously registered such indeterminate number of securities as would have an aggregate offering price not to exceed $75,000,000 on a Registration Statement on Form S-3 (File No. 333-250135) filed on November 17, 2020, and declared effective on November 27, 2020 (the "Prior Registration Statement"). Of such securities, none have been sold under such Prior Registration Statement, leaving a remaining balance of $75,000,000 as of the date of this filing. The Registrant is filing this registration statement solely for the purpose of increasing the aggregate principal amount of securities being offered by $15,000,000 pursuant to Rule 462(b) of the Securities Act of 1933, as amended.

(2)

Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

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