FILED PURSUANT TO RULE 424(b)(1)
FILE NUMBER 333-102197
PROSPECTUS
PAR TECHNOLOGY CORPORATION
508,019 SHARES
COMMON STOCK
The selling stockholders identified in this prospectus are offering for
sale up to 508,019 shares of our common stock. We will not receive any proceeds
from the sale of these shares by the selling stockholders.
The selling stockholders acquired the offered shares directly from PAR
Technology Corporation and J. Whitney Haney, a stockholder of the Company, in a
private placement that closed on December 3, 2002. The selling stockholders, or
their pledgees, donees, transferees or other successors-in-interest, may offer
the shares from time to time through public or private transactions at
prevailing market prices, at prices related to prevailing market prices or at
privately negotiated prices.
Our common stock is traded on the New York Stock Exchange under the
symbol "PTC." On January 14, 2004, the closing sale price of our common stock on
the New York Stock Exchange was $8.27 per share.
------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 2.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this prospectus is January 23, 2004.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS. THE INFORMATION CONTAINED IN THIS PROSPECTUS
IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.
TABLE OF CONTENTS
PAGE
PAR Technology Corporation..................................... 1
Risk Factors................................................... 2
Special Note Regarding Forward Looking Statements.............. 4
Use of Proceeds................................................ 4
Selling Stockholders........................................... 5
Plan of Distribution........................................... 7
Legal Matters.................................................. 9
Experts........................................................ 9
Incorporation of Certain Information by Reference.............. 9
Available Information.......................................... 10
PAR TECHNOLOGY CORPORATION
PAR Technology Corporation ("PAR" or the "Company") is a provider of
hardware platforms, software applications and professional services to
businesses in the retail, hospitality and quick-service-restaurant industries.
As the world's largest supplier of Point-of-Sale cash register and sales data
collection systems in the quick-service-restaurant market, with over 30,000
systems installed in 95 countries, the beneficial attributes of our hardware
platforms are well recognized. Our software applications assist in the operation
of hospitality and quick-service-restaurant businesses by managing data from
end-to-end and improving profitability through more efficient operations. Our
professional services mission is to assist businesses in achieving the full
potential of their Point-of-Sale cash register and data collection systems. To
that end, we provide services ranging from implementation of and training for
such systems to project management of the implementation of a business'
technology investment.
PAR is a provider of professional services and enterprise business
intelligence applications, with long-term relationships with the restaurant
industry's two largest corporations - McDonald's and Yum! Brands. McDonald's has
over 30,000 restaurants in 121 countries and PAR has been a selected provider of
Point-of-Sale systems and lifecycle support services to McDonald's since 1980.
Yum! Brands has been a PAR customer since 1983, and PAR has an install base
within Yum's three major concepts: KFC, Pizza Hut and Taco Bell. Yum has nearly
31,000 units globally and PAR is the sole approved Point-of-Sale supplier to
Taco Bell. PAR is also the Point-of-Sale vendor of choice to Boston Market,
Chic-fil-A, CKE Restaurants (Hardees, Carl Jr.'s, etc.), Carnival Cruise Lines,
Loews Cineplex and large franchisees of each of the foregoing brands.
PAR is also a long-standing government contractor, developing advanced
prototype and operational systems for the Department of Defense and other
governmental agencies. Additionally, PAR provides information technology and
communications support services to the U.S. Navy and U.S. Air Force. PAR focuses
its computer-based system design services on providing high quality technical
products and services, ranging from experimental studies to advanced operational
systems, within a variety of areas of research, including radar, image and
signal processing, logistics management systems, and geospatial services and
products. With more than 25 years in this business, PAR's government engineering
service segment provides management and engineering services that span
disciplines ranging from advanced research and development to facilities
operation and management. In addition, through government-sponsored research and
development, PAR has developed technologies with relevant commercial uses. The
Company's Point-of-Sale technology was derived from research and development
regarding micro-chip processing technology, sponsored by the Department of
Defense.
Our common stock is traded on the New York Stock Exchange under the
symbol "PTC." Our corporate headquarters offices are located at PAR Technology
Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991; telephone number
(315) 738-0600. Our website address is http://www.partech.com. Information
contained on our website is not part of this prospectus.
The terms "we," "our," and "us" refer to PAR Technology Corporation and
its wholly-owned subsidiaries, unless the context suggests otherwise.
1
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS MAY ALSO IMPAIR OUR BUSINESS
OPERATIONS. IN EVALUATING OUR BUSINESS AND BEFORE YOU DECIDE TO BUY OUR COMMON
STOCK, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS, IN ADDITION TO THE
OTHER INFORMATION CONTAINED IN THIS PROSPECTUS AND THE OTHER DOCUMENTS
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. IF ANY OF THE FOLLOWING RISKS
ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD
BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON
STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.
A DECLINE IN THE VOLUME OF PURCHASES MADE BY ANY ONE OF OUR MAJOR CUSTOMERS
WOULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS.
A small number of customers has historically accounted for a majority
of our net revenues in any given fiscal period. For the fiscal years ended
December 31, 2002, 2001 and 2000, aggregate sales to our top two restaurant
segment customers, McDonald's and Yum! Brands, amounted to 51%, 51% and 56%,
respectively, of net revenues. No customer is obligated to make any minimum
level of future purchases from us or to provide us with binding forecasts of
product purchases for any future period. In addition, major customers may elect
to delay or otherwise change the timing of orders in a manner that could
adversely effect quarterly and annual results of operations. There can be no
assurance that our current customers will continue to place orders with us, or
that we will be able to obtain orders from new customers.
AN INABILITY TO PRODUCE NEW PRODUCTS THAT KEEP PACE WITH TECHNOLOGICAL
DEVELOPMENTS AND CHANGING MARKET CONDITIONS COULD RESULT IN A LOSS OF MARKET
SHARE.
The products we sell are subject to rapid and continual technological
change. The products that are available from our competitors have increasingly
offered a wider range of features and capabilities. We believe that in order to
compete effectively we must provide compatible systems incorporating new
technologies at competitive prices. There can be no assurance that we will be
able to continue funding research and development at levels sufficient to
enhance our current product offerings, or will be able to develop and introduce
on a timely basis new products that keep pace with technological developments
and emerging industry standards and address the evolving needs of customers.
There can also be no assurance that we will not experience difficulties that
will result in delaying or preventing the successful development, introduction
and marketing of new products in our existing markets, or that our new products
and product enhancements will adequately meet the requirements of the
marketplace or achieve any significant degree of market acceptance. Likewise,
there can be no assurance as to the acceptance of our products in new markets,
nor can there be any assurance as to the success of our penetration of these
markets, or to the revenue or profit margins with respect to these products. If
any of our competitors were to introduce superior software products at
competitive prices, or if our software products no longer met the needs of the
marketplace due to technological developments and emerging industry standards,
our software products may no longer retain any significant market share. If this
were to occur, we could be required to record a charge against capitalized
software costs, which amounts to $2.1 million as of December 31, 2002.
WE DERIVE A PORTION OF OUR REVENUE FROM GOVERNMENT CONTRACTS, WHICH CONTAIN
PROVISIONS UNIQUE TO PUBLIC SECTOR CUSTOMERS, INCLUDING THE GOVERNMENT'S RIGHT
TO MODIFY OR TERMINATE THESE CONTRACTS AT ANY TIME.
2
For the fiscal years ended December 31, 2002, 2001 and 2000, we derived
28%, 27% and 25%, respectively, of our net revenues from contracts to provide
technical products and services to United States government agencies and defense
contractors. Contracts with United States government agencies typically provide
that such contracts are terminable at the convenience of the government. If the
government terminated a contract on this basis, we would be entitled to receive
payment for our allowable costs and, in general, a proportionate share of our
fee or profit for work actually performed. Most U.S. government contracts are
also subject to modification or termination in the event of changes in funding.
As such, we may perform work prior to formal authorization, or the contract
prices may be adjusted for increased work scope or change orders. Termination or
modification of a substantial number of our U.S. government contracts could have
a material adverse effect on our business, financial condition and results of
operations. The Company does not anticipate any impact due to the current world
crisis on our current contracts.
We perform work for the United States government pursuant to firm
fixed-price, cost-plus fixed fee, time-and-material, and incentive-type prime
contracts and subcontracts. The majority of our government contracts are either
firm fixed-price or cost-plus fixed fee contracts. Approximately 54% of the
revenue that we derived from government contracts for fiscal year 2002 came from
firm fixed-price or time-and-material contracts. The balance of the revenue that
we derived from government contracts in 2002 primarily came from cost-plus fixed
fee contracts. Most of our contracts are for one-year to five-year terms, and
all of the revenue that we derive from government contracts is derived from
funded contracts.
While firm fixed-price contracts allow us to benefit from cost savings,
they also expose us to the risk of cost overruns. If the initial estimates we
use for calculating the contract price are incorrect, we can incur losses on
those contracts. In addition, some of our governmental contracts have provisions
relating to cost controls and audit rights and, if we fail to meet the terms
specified in those contracts, then we may not realize their full benefits. Our
ability to manage costs on these contracts may effect our financial condition.
Lower earnings caused by cost overruns would have an adverse effect on our
financial results.
Under time and materials contracts, we are paid for labor at negotiated
hourly billing rates and for certain expenses. Under cost-plus fixed fee
contracts, we are reimbursed for allowable costs and paid a fixed fee. However,
if our costs under either type of contract exceed the contract ceiling or are
not allowable under the provisions of the contract or applicable regulations, we
may not be able to obtain reimbursement for all of our costs.
Under each type of contract, if we are unable to control costs we incur
in performing under the contract, our financial condition and operating results
could be materially adversely affected. Cost over-runs also may adversely affect
our ability to sustain existing programs and obtain future contract awards.
WE FACE EXTENSIVE COMPETITION IN THE MARKETS IN WHICH WE OPERATE, AND OUR
FAILURE TO COMPETE EFFECTIVELY COULD RESULT IN PRICE REDUCTIONS AND DECREASED
DEMAND FOR OUR PRODUCTS AND SERVICES.
There are currently five major suppliers who offer restaurant
management systems similar to ours. Some of these competitors are larger than we
are and have access to substantially greater financial and other resources than
we do, and consequently may be able to obtain more favorable terms than we can
for components and subassemblies incorporated into their restaurant technology
products. The rapid rate of technological change in the restaurant market makes
it likely that we will face competition from new products designed by companies
not currently competing with us. Such products may have features not currently
available on our restaurant products. We believe that our competitive ability
depends on
3
our total solution offering, our product development and systems integration
capability, our direct sales force and our customer service organization. There
is no assurance, however, that we will be able to compete effectively in the
restaurant technology market in the future.
Our government contracting business has been focused on niche
offerings, primarily signal and image processing and engineering services. Many
of our competitors are, or are subsidiaries of, companies such as
Lockheed-Martin, Raytheon, Northrop-Grumman (which includes Litton-PRC-TASC),
BAE, Boeing and SAIC. These companies are larger and have substantially greater
financial resources than we do. We also compete with smaller companies that
target particular segments of the government market. These companies may be
better positioned to obtain contracts through competitive proposals.
Consequently, there are no assurances that we will continue to win government
contracts as a prime contractor or subcontractor.
WE MAY NOT BE ABLE TO MEET THE UNIQUE OPERATIONAL, LEGAL AND FINANCIAL
CHALLENGES THAT RELATE TO OUR INTERNATIONAL OPERATIONS, WHICH MAY LIMIT THE
GROWTH OF OUR BUSINESS.
For the years ended December 31, 2002, 2001 and 2000, our net revenues
from sales outside the United States were 11%, 14% and 19%, respectively, of the
Company's net revenues. We anticipate that international sales will continue to
account for a significant portion of sales. We intend to continue to expand our
operations outside the United States and to enter additional international
markets, which will require significant management attention and financial
resources. Our operating results are subject to the risks inherent in
international sales, including, but not limited to, regulatory requirements,
political and economic changes and disruptions, geopolitical disputes and war,
transportation delays, difficulties in staffing and managing foreign sales
operations, and potentially adverse tax consequences. In addition, fluctuations
in exchange rates may render our products less competitive relative to local
product offerings, or could result in foreign exchange losses, depending upon
the currency in which we sell our products. There can be no assurance that these
factors will not have a material adverse effect on our future international
sales and, consequently, on our operating results. In 2002, less than 1% of the
Company's revenues was from customers in the Middle East. Therefore, the current
instability in that region is not expected to have a material impact on the
results of operations in 2003.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that all forward-looking statements
involve risks and uncertainties, including without limitation, further delays in
new product introduction, risks in technology development and commercialization,
risks in product development and market acceptance of and demand for our
products, risks associated with foreign sales, risks associated with high
customer concentration, risks associated with government contracts, and other
risks detailed in our filings with the Securities and Exchange Commission. See
"Risk Factors."
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of our common
stock by the selling stockholders. See "Selling Stockholders" and "Plan of
Distribution." The principal purpose of this offering is to effect an orderly
disposition of the shares of our common stock being offered and sold from time
to time by the selling stockholders.
4
SELLING STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the
names of the selling stockholders, the number of shares of common stock that the
selling stockholders own as of such date, the number of shares of common stock
owned by the selling stockholders that may be offered for sale from time to time
by this prospectus, and the number of shares of common stock to be held by the
selling stockholders assuming the sale of all of the shares offered hereby.
There can be no assurance that the selling stockholders will sell all or any of
the shares registered hereunder as the stockholders may sell all or part of
their shares pursuant to this prospectus.
SHARES BENEFICIALLY SHARES SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OFFERED OWNED AFTER OFFERING
--------------------------- PURSUANT TO --------------------------
SELLING STOCKHOLDER NUMBER (1) PERCENT (2) THIS PROSPECTUS NUMBER (1) PERCENT (2)
------------------- ---------- ----------- --------------- ---------- -----------
E*Capital Corporation (3)(4) 339,449 3.41% 270,249 69,600 *
Edward W. Wedbush (3)(5) 164,770 1.65% 113,270 51,500 *
Gary S. Siperstein and Mynde S. 201,000 2.02% 53,000 148,000 1.49%
Siperstein (6)
Gary S. Siperstein (6)(7) 420,200 4.22% 0 420,200 4.22%
S. Harry Siperstein 45,000 * 22,000 23,000 *
Charles H. Tanner (8) 37,000 * 25,000 12,000 *
John P. Feighner and Anne C. 10,000 * 4,000 6,000 *
Feighner Trustees - Feighner Family
Trust
Gregory W. Davis 3,000 * 3,000 0 *
Thomas Flanagan 3,000 * 3,000 0 *
Raymond Wedbush 3,000 * 3,000 0 *
Triangle Education Foundation 3,000 * 3,000 0 *
Maria Del Carmen Rivera 1,500 * 1,500 0 *
Ray T. Sparling 1,500 * 1,500 0 *
Lisa Marie 1,500 * 1,500 0 *
Robert P. Meinberg 1,500 * 1,500 0 *
Jennifer McJunkin 1,000 * 1,000 0 *
Joan Marie Wedbush 1,000 * 1,000 0 *
Vardui Gezalyan 500 * 500 0 *
5
* Represents less than 1% of the outstanding shares.
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities and Exchange Act of 1934, as
amended, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under Rule 13d-3, beneficial ownership
includes any shares as to which the individual has sole or shared voting
power or investment power and also any shares which the individual has the
right to acquire within 60 days of the date of this prospectus through the
exercise of any stock option or other right.
(2) Percentages are calculated based on 9,966,068 shares of common stock
outstanding as of January 12, 2004.
(3) E*Capital Corporation and Edward W. Wedbush have reported their holdings as
a group on a Report of Beneficial Ownership on Schedule 13G. E*Capital
Corporation is the parent company of Wedbush Morgan Securities, Inc. Mr.
Wedbush is the chairman of E*Capital Corporation and owns a majority of its
outstanding shares. Accordingly, Mr. Wedbush may be deemed the beneficial
owner of shares owned by E*Capital Corporation. However, Mr. Wedbush has
disclaimed beneficial ownership of the shares held by E*Capital
Corporation. Edward Wedbush, John Matise and Eric Wedbush are officers
and/or directors of E*Capital Corporation and may be deemed to have voting
or dispositive control over shares held by E*Capital Corporation or certain
affiliates of E*Capital Corporation.
(4) Includes 14,000 shares held by Wedbush Morgan Securities, Inc., 12,000
shares held by Wedbush Capital Corp., and 12,000 shares held by Wedbush
Leasing, Inc.
(5) Includes 78,670 shares held by Edward W. Wedbush as trustee for the Wedbush
Morgan Securities, Inc. Employee Profit Sharing Retirement Plan.
(6) Excludes 3,500 shares held by Gary S. Siperstein as custodian for his minor
children or in a charitable foundation controlled by his family, as to
which Gary S. Siperstein and Mynde S. Siperstein disclaim beneficial
ownership.
(7) Shares held by clients of Eliot Rose Asset Management, LLC, an investment
advisory firm registered under section 203 of the Investment Advisers Act
of 1940 and of which Mr. Siperstein is the principal. As such, Mr.
Siperstein may be deemed to be the beneficial owner of these shares by
reason of his shared investment power. Mr. Siperstein disclaims beneficial
ownership of all of these shares.
(8) Includes 2,500 shares held by Estelle D. Tanner, who is the wife of Charles
H. Tanner.
----------------
On December 3, 2002, we sold, pursuant to Rule 506 of Regulation D
under the Securities Act of 1933, as amended, an aggregate of 383,019 shares of
our common stock and J. Whitney Haney sold, pursuant to Section 4(1) of the
Securities Act of 1933, as amended, for his personal account 125,000 shares of
our common stock to the selling stockholders at $5.30 per share for an aggregate
consideration of $2,692,500.70 in a private placement. These sales were
consummated in connection with certain stock purchase agreements entered into by
each of the selling stockholders (or their nominees) and us, which agreements
contained terms typical to transactions of that nature, including
representations made by the Company as to due authorization, valid issuance,
non-contravention, capitalization and litigation. We are filing this
registration statement to register, and the selling stockholders are offering,
for public sale these 508,019 shares of our common stock currently held by the
selling stockholders.
The selling stockholders have represented to us in their respective
stock purchase agreements or in letters of representation provided to the
Company by the investors that they acquired the shares as principal for their
own accounts, for investment and not with a view to, or for resale in connection
with, any distribution or public offering of the shares in violation of the
Securities Act of 1933, as amended. At the time of their purchase on December 3,
2002, neither E*Capital nor Mr. Wedbush had any agreements, plans,
understandings, directly or indirectly, with any person to distribute the
securities purchased from PAR or Mr. Haney. In recognition of the fact, however,
that the selling stockholders may want to be able to sell the shares when, and
if, they consider it appropriate, in connection with the stock purchase
agreements by and among the selling stockholders and us, we agreed to file this
registration statement with the Securities and Exchange Commission to effect the
registration of the resale of the 508,019 shares of
6
common stock under the Securities Act and to use our reasonable best efforts to
keep this registration statement effective until the earliest of (i) the date on
which all of the shares have been sold, (ii) the first date on which all of the
then remaining unsold shares are able to be sold within a 90-day period pursuant
to Rule 144 of the Securities Act, or (iii) December 3, 2004. In connection with
the stock purchase agreements, we entered into a Registration Rights Agreement
to which each of the selling stockholders (or their nominees) became a party.
This agreement contains terms and provisions typical of agreements of its
nature, including granting the selling stockholders the right to require us to
file additional Registration Statements on Form S-3 and the right to require
that their shares be covered by other Registration Statements that we may
subsequently file.
Except as noted above and based on representations by the selling
stockholders, to the best of our knowledge, no selling stockholder had a
material relationship with us or any of our affiliates within the three-year
period ending on the date of this prospectus.
PLAN OF DISTRIBUTION
The shares of our common stock covered by this prospectus may be
offered and sold from time to time by the selling stockholders for their own
account. The term "selling stockholders" includes permitted pledgees, donees,
transferees, designees, beneficiaries, distributees or other
successors-in-interest selling shares received after the date of this prospectus
from a selling stockholder. In addition, certain of the selling stockholders are
corporations or partnerships that may, in the future, distribute their shares to
their shareholders or partners, respectively. Those shares may later be sold by
those shareholders or partners.
The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Such sales
may be made on the New York Stock Exchange, or other exchanges or in the
over-the-counter market or otherwise, at prices and under terms then prevailing
or at prices related to the then-current market price or in negotiated
transactions. The selling stockholders may sell their shares by one or more of,
or a combination of, the following methods:
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers, which may include long or short
sales effected after the filing of the registration statement
of which this prospectus is a part;
- cross trades or block trades in which the broker-dealer so
engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;
- in privately negotiated transactions;
- in options transactions;
- in other ways not involving market makers or established
trading markets, including direct sales to purchasers or sales
affected through agents;
- any combination of the foregoing practices; or
- any other lawful method.
In addition, any shares that qualify for sale pursuant to Rule 144 of
the Securities Act of 1933, as amended, may be sold under Rule 144 rather than
pursuant to this prospectus. No selling stockholder has
7
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of the shares or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of the common stock in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders may also sell the common stock short and redeliver the
shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction). The selling
stockholders may also pledge shares to a broker-dealer or other financial
institution, and, upon a default, such broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholders in amounts to be negotiated immediately prior to the sale.
In offering the shares covered by this prospectus, the selling
stockholders and any broker-dealers who execute sales for the selling
stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, in connection with such sales. Any profits
realized by the selling stockholders and compensation of any broker-dealer may
be deemed to be underwriting discounts and commissions.
In order to comply with the securities laws of certain jurisdictions,
the shares offered by this prospectus may need to be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of the shares of common stock
covered by this prospectus may be limited in their ability to engage in market
activities with respect to such shares. The selling stockholders, for example,
will be subject to applicable provisions of the Securities Exchange Act of 1934
and the rules and regulations under it, including, without limitation Regulation
M, which provisions may restrict certain activities of the selling stockholders
and limit the timing of purchases and sales of any shares of common stock by the
selling stockholders. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market
making and certain other activities with respect to such securities for a
specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. The foregoing may affect the
marketability of the shares offered by this prospectus.
We, together with J. Whitney Haney, who sold shares to one of the
selling stockholders in connection with our private placement of our shares,
have agreed to pay the fees and expenses incurred in effecting the registration
of the shares covered by this prospectus, including, without limitation, all
registration and filing fees and fees and expenses of our counsel and our
accountants. The selling stockholders will pay any underwriting discounts and
commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares. We will not receive any of the proceeds
from the sale of our common stock by the selling stockholders.
8
We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act of 1933, as
amended.
We have agreed to use our best efforts to maintain the effectiveness of
this registration statement of which this prospectus forms a part until the
earliest of (i) the date on which all of the shares have been sold, (ii) the
date on which all of the then remaining unsold shares are able to be sold within
a 90-day period pursuant to Rule 144 of the Securities Act of 1933, as amended,
or (iii) December 3, 2004. We may suspend the selling stockholders' rights to
resell shares under this prospectus.
Our common stock is traded on the New York Stock Exchange under the
symbol "PTC." The Transfer Agent and Registrar for our shares of common stock is
Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.
LEGAL MATTERS
The validity of the shares of our common stock offered hereby will be
passed upon for us by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 2002 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the sale of
all the shares of common stock covered by this prospectus:
1. Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2002;
2. Our Periodic Report on Form 10-Q for the fiscal quarter ended
March 31, 2003;
3. Our Periodic Report on Form 10-Q for the fiscal quarter ended
June 30, 2003;
4. Our Periodic Report on Form 10-Q for the fiscal quarter ended
September 30, 2003;
5. Our Current Report on Form 8-K, filed on August 27, 2003;
6. Our Current Report on Form 8-K, filed on October 14, 2003; and
9
7. The description of our common stock contained in the section
entitled "Description of New PAR Capital Stock" contained in
Exhibit 28 to our Registration Statement on Form 8-B, filed
with the Securities and Exchange Commission on August 23,
1993, pursuant to Section 12(g) of the Securities Exchange Act
of 1934.
We will provide, without charge, a copy of any and all of the
information that is incorporated by reference in this prospectus, not including
exhibits to the information unless those exhibits are specifically incorporated
by reference into this prospectus, to any person, including any beneficial
owner, to whom a prospectus is delivered, upon written or oral request. Requests
for copies of this information should be directed to Investor Relations, PAR
Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford,
NY 13413-4991, telephone number (315) 738-0600. Our website is
http://www.partech.com. Information contained on our website is not a part of
this prospectus.
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. You should rely only on the information
incorporated by reference, provided in this prospectus or any supplement or to
which we have referred you. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date on
the front of those documents. However, you should realize that our affairs may
have changed since the date of this prospectus. This prospectus will not reflect
such changes. You should not consider this prospectus to be an offer or
solicitation relating to the securities in any jurisdiction in which such an
offer or solicitation relating to the securities is not authorized. Furthermore,
you should not consider this prospectus to be an offer or solicitation relating
to the securities if the person making the offer or solicitation is not
qualified to do so, or if it is unlawful for you to receive such an offer or
solicitation.
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information we file at the Securities and
Exchange Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the Public Reference Room. In
addition, the Securities and Exchange Commission maintains a web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission.
10
================================================================================
508,019 SHARES
PAR TECHNOLOGY CORPORATION
COMMON STOCK
-----------------------
PROSPECTUS
January 23, 2004
------------------------
================================================================================