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): April 12, 2021 (April 9, 2021)
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 class
Trading Symbol
Name of each exchange on which
registered
Common Stock
PAR
New 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 9, 2021, John W. Sammon Jr. informed PAR Technology Corporation’s (“PAR Technology”) Board of Directors that he does not intend to stand for re-election as a Director at PAR Technology’s 2021 annual meeting of stockholders (the “2021 Stockholders Meeting”), which is expected to be held on June 4, 2021. Mr. Sammon will complete his current term as a Director, which expires at the 2021 Stockholders Meeting. Concurrent with the conclusion of Mr. Sammon’s current term as a Director, PAR Technology will reduce the size of the Board from six (6) to five (5) Directors.

Mr. Sammon’s decision not to stand for re-election is not due to any disagreement with PAR Technology.

Item 7.01
Regulation FD Disclosure.

On April 12, 2021, PAR Technology issued a press release announcing Mr. Sammon’s decision to not stand for re-election. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits.

Exhibit
No.
 
Exhibit Description
     
 
PAR Technology Corporation Press Release dated April 12, 2021.
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).

*
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, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


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: April 12, 2021
/s/Bryan A. Menar
 
Bryan A. Menar
 
Chief Financial and Accounting Officer
 
(Principal Financial Officer)




Exhibit 99.1


 
FOR RELEASE: NEW HARTFORD, NY, April 12, 2021
  CONTACT: Christopher R. Byrnes (315) 743-8376
    [email protected], www.partech.com

Dr. John W. Sammon Jr. Announces His Intention to Not Stand

for Re-Election for PAR Technology Corporation Board of Directors

New Hartford, NY – April 12, 2021 -- PAR Technology Corporation (NYSE: PAR) (“PAR Technology”) announced today that its Founder and member of its Board of Directors, Dr. John W. Sammon Jr., will not stand for re-election and will step down from the PAR Board as of PAR Technology’s 2021 annual meeting of stockholders on June 4, 2021.

Dr. Sammon founded PAR Technology in 1968 in Rome, NY.  PAR Technology was originally known as Pattern Analysis and Recognition Corporation and was a Department of Defense contractor. Ten years later, Dr. Sammon led PAR Technology’s transition to a leading restaurant technology provider.  Dr. Sammon served as Chairman and CEO of PAR Technology from its founding until his retirement in 2011 from day-to-day operations, though he has remained on as an active member of PAR Technology’s Board of Directors.

James Stoffel, PAR Technology’s Lead Independent Director, said, “On behalf of the entire Board of Directors, we want to extend our deep appreciation to John for his extraordinary vision and leadership over the past 50+ years. John is a giant in the field of restaurant technology and one of the industry’s true pioneers who helped usher in the era of modern hospitality technology. His unwavering commitment and advocacy for serving PAR’s customers through innovation, and his stewardship of the Company have all contributed to making PAR the leader it is today.”

Dr. Sammon commented, “As I leave the Company after 53 years since its founding; I am proud of all we have accomplished and know that none of this would have been possible without the support and hard work of so many people including employees, fellow board members, customers, stockholders and my family.  Looking back, I know that all our past achievements were the result of a team effort. Looking forward, I have great confidence in our current CEO, Savneet Singh, and the management team he is now leading. I leave knowing the Company is in good hands.


Since my retirement as CEO in 2011, it has been highly gratifying to continue to work closely with the Board and management, particularly in setting the Company’s future strategy. PAR’s initial success derived from technical innovation and today, we are again rapidly growing based on technical cloud-based innovation. It is highly satisfying to see an old company reinvent itself to retain its past leadership position in a rapidly changing technology driven marketplace.

PAR has been my passion and indeed my life. There has hardly been a moment that passed over these many years that the Company, its employees, our customers and our stockholders have not been in my mind. It has been a privilege of a lifetime to have been part of the “PAR story”. I have lived the “American Dream” and in doing so; learned more than I could have imagined, worked with such a large number of interesting people, traveled the world, experienced the thrill of winning and strengthened by the setbacks.

With all these experiences I have come to understand the power of people who can achieve things they only dream of as they work as a team in pursuit of that dream. Thus, as I move on in my life, I wish to acknowledge the thousands of PAR employees, hundreds of customers and our stockholders, who over the past 53 years have provided the “American Dream”. It is with a deep feeling of humility and gratitude that I thank all of the PAR family for providing me with such an interesting career.”

PAR Technology CEO Savneet Singh said, “Since joining the PAR Board of Directors in 2018 and being named CEO in 2019, I have gotten to know and deeply respect John for the exceptional foresight and determination he so passionately brings to PAR. He will be missed. Since becoming CEO, I am even more impressed with PAR, the caliber of our employees, and their commitment to serving customers with our transformative technology. Our team is focused on our mission, and we are working hard to drive significant, long-term growth that benefits all of our stakeholders.”
 
ABOUT PAR TECHNOLOGY CORPORATION

PAR Technology Corporation, through its wholly owned subsidiary ParTech, Inc., is a customer success-driven, global restaurant and retail technology company with over 100,000 restaurants in more than 110 countries using its point of sale hardware and software. With the recent acquisition of leading Loyalty solutions provider, Punchh Inc., PAR has become a Unified Commerce Cloud Platform for Enterprise Restaurants.   PAR's platform enables quick service, fast casual and table service restaurants to improve their operational efficiency by combining its cloud-based Brink POS®, Data Central® backoffice, PAR payments and now Punchh loyalty software with the world's leading restaurant technology platforms. PAR Technology's Government segment is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various other federal agencies. PAR Technology's stock is traded on the New York Stock Exchange under the symbol PAR. For more information, visit www.partech.com or connect with PAR Technology on Facebook or Twitter.

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