UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 29, 2020

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 5.03.
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On March 29, 2020, the Board of Directors (the “Board”) of PAR Technology Corporation (the “Company”) adopted an amendment to Article VII, Section 2. of the Company’s Bylaws, as amended May 22, 2014 (the “Bylaws Amendment”). The amendment, effective March 29, 2020, modernizes the Company’s procedures for producing the list of stockholders entitled to vote in order to accommodate electronic access to the list. This summary is qualified in its entirety to the Bylaws Amendment, which is filed as Exhibit 3(ii) to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.

Item 8.01.
Other Events.

On March 6, 2020, the Company filed a Current Report on Form 8-K (the “Report”) announcing the date, time and location of the Company’s 2020 Annual Meeting of Stockholders, as set forth in a press release issued by the Company.  On March 25, 2020, the Board determined that, in light of the coronavirus outbreak (COVID-19), the protocols that federal, state, and local governments have imposed and may impose, and in the best interests of the health and well-being of the Company’s stockholders, employees and directors, the 2020 Annual Meeting, to be held on Thursday, June 4, 2020, will be a completely virtual meeting; there will be no physical meeting location.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Amendment to the Company’s Bylaws, as amended May 22, 2014, and further amended March 29, 2020.

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: March 30, 2020
/s/ Bryan A. Menar
 
By:  Bryan A. Menar
 
Title:  Chief Financial and Accounting Officer (Principal Financial Officer)





Exhibit 3(ii)

Effective March 29, 2020, the Bylaws of PAR Technology Corporation, as amended May 22, 2014 (the “Bylaws”), are further amended as follows: Article VII, Section 2. of the Bylaws is amended to read in its entirety as follows:

“Section 2.          List of Shareholders Entitled to Vote.  The Corporation shall prepare, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting (provided, however, if the record date for determining the shareholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the shareholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder.  Such list shall be open to the examination of any shareholder for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation.  If the meeting is to be held at a place, then a list of shareholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any shareholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.”