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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 6, 2023
New PAR Logo.jpg
PAR Technology Corporation

(Exact name of registrant as specified in its charter)
Delaware
1-09720
16-1434688
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (315) 738-0600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common StockPARNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                             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 13(a) of the Exchange Act. ☐



Item 1.02Termination of a Material Definitive Agreement.

The information in Item 3.02 below is incorporated by reference herein.

In connection with the closing of the Exchange Transaction described below in Item 3.02, all of PAR Technology Corporation’s (the “Company”) outstanding 4.500% Convertible Senior Notes due 2024 issued under the Indenture dated April 15, 2019 between The Bank of New York Mellon Trust Company, N.A., the Trustee, and the Company (the “Indenture”), were cancelled, and the Indenture is expected to be discharged on or about October 15, 2023. The notes were scheduled to mature on April 15, 2024.

Item 3.02Unregistered Sales of Equity Securities.

Pursuant to a privately negotiated agreement dated October 6, 2023, the Company acquired $13.75 million aggregate principal amount of its 4.500% Convertible Senior Notes due 2024 (the “Notes”), constituting all of the Notes issued and outstanding under the Indenture, in exchange for 497,376 shares of common stock of the Company, par value $0.02 per share (the “Exchange Transaction”). The shares of common stock were issued in reliance upon the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.
Exhibit No.Exhibit Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 hereunto duly authorized.

PAR TECHNOLOGY CORPORATION
(Registrant)
Date:October 10, 2023
/s/ Bryan A. Menar
Bryan A. Menar
Chief Financial Officer
(Principal Financial Officer)

v3.23.3
Cover Page
Oct. 06, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 06, 2023
Entity Registrant Name PAR Technology Corp
Entity Incorporation, State or Country Code DE
Entity File Number 1-09720
Entity Tax Identification Number 16-1434688
Entity Address, Address Line One PAR Technology Park
Entity Address, Address Line Two 8383 Seneca Turnpike
Entity Address, City or Town New Hartford
Entity Address, State or Province NY
Entity Address, Postal Zip Code 13413-4991
City Area Code 315
Local Phone Number 738-0600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol PAR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000708821
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