false000070882100007088212024-12-302024-12-30

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): December 30, 2024
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 3.02Unregistered Sales of Equity Securities.

In connection with the Merger described below in Item 8.01, which description is incorporated by reference into this Item 3.02, PAR Technology Corporation, a Delaware corporation (“PAR”), will issue approximately 1,503,161 shares of its common stock (the “Share Consideration”) to holders of equity interests of Delaget, LLC, a Delaware limited liability company (“Delaget”), subject to reduction for cash paid to equity holders of Delaget who are unaccredited investors in lieu of Share Consideration. The issuance of the Share Consideration will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. PAR has agreed to register the Share Consideration for resale with the Securities and Exchange Commission.

Item 8.01Other Events.

Consistent with and in furtherance of its strategy to enhance and expand its omnichannel solutions through strategic acquisitions of complementary companies, products, and technologies, on December 31, 2024 (the “Signing/Closing Date”), PAR entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on the Signing/Closing Date, PAR acquired 100% of the outstanding equity interests of Delaget in consideration for the payment of $132.0 million (“Merger Consideration” and such transaction, the “Merger”). The Merger Consideration is subject to adjustment for any cash, indebtedness (including debt-like items), and net working capital of the acquired entities. Other than amounts paid in cash to equity holders of Delaget who are unaccredited investors, the Merger Consideration will be paid in Share Consideration.

On January 2, 2025, PAR issued a press release announcing the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On December 30, 2024, in recognition of the exceptional performance and leadership Savneet Singh, PAR’s Chief Executive Officer and President, demonstrated throughout PAR’s year ended December 31, 2024 in driving shareholder value, including PAR’s acquisitions of Stuzo LLC and TASK Group Holdings Limited, PAR’s disposition of its Government segment, and various financing and other transactions, Mr. Singh was granted 61,282 time-vesting restricted stock units (“RSUs”), with each restricted stock unit representing the right to receive one share of PAR common stock upon vesting. Subject to Mr. Singh’s continued service with PAR through and including the applicable vesting date, the RSUs will vest 15%, 15% and 70% on January 1, 2026, January 1, 2027 and January 1, 2028, respectively. The RSUs were granted under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (as the same may be amended or restated from time to time, or its successor) and are subject to the terms and conditions of PAR’s standard form of restricted stock unit agreement.

Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Exhibit Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



Forward-Looking Statements.

This Current Report on Form 8-K and the press release filed herewith contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of PAR’s future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate”, “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on management’s current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause PAR’s actual results to differ materially from those expressed in or implied by forward-looking statements, including statements expressing optimism about future business, operational, and growth opportunities and product offerings. Risks and uncertainties that could cause or contribute to such differences include potential business uncertainties relating to the Merger, including possible disruptions to PAR’s business and operational relationships and its ability to achieve anticipated synergies; risks and uncertainties related to the cost, timing, and complexity of integration; as well as, but not exclusively, the risks and uncertainties discussed in PAR’s Annual Report on Form 10-K for the year ended December 31, 2023 and its other filings with the Securities and Exchange Commission. Forward-looking statements contained herein and in the press release are based solely on the information known to PAR’s management and speak only as of the date of this report. PAR undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities law.


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:January 2, 2025
/s/ Bryan A. Menar
Bryan A. Menar
Chief Financial Officer
(Principal Financial Officer)

Exhibit 99.1


newparlogoa.jpg
FOR RELEASE:
CONTACT:
 NEW HARTFORD, NY, January 2, 2025
Christopher R. Byrnes (315) 743-8376
chris_byrnes@partech.com, www.partech.com



PAR Technology Corporation Acquires DelagetTM
Expanding its Restaurant Analytics and Back-Office Capabilities


New Hartford, NY — January 2, 2025—PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or “PAR”), a global foodservice technology company, today announced its acquisition of Delaget, LLC ("Delaget”), a leading provider of restaurant analytics and business intelligence solutions. The transaction closed on December 31, 2024.

Founded in 2001, Delaget serves over 30,000 locations, with 125+ brands among its customers (including 40 of the top 50 North America-based restaurant concepts). Delaget’s comprehensive platform delivers data analytics, loss prevention, and operational insights that help restaurant operators streamline operations and improve profitability.

Savneet Singh, PAR Technology’s Chief Executive Officer and President commented, “The acquisition of Delaget marks another strategic milestone in PAR’s mission to build the industry’s most comprehensive food service platform. Delaget’s analytics capabilities perfectly complement our Operator Cloud solution, while offering immediate value to our customers through enhanced back-office capabilities, delivery operations, and data-driven insights. Our combination will help restaurant operators make better decisions, reduce costs, and drive operational excellence all in real-time. Access to the Delaget product suite will accelerate development timeframes of the PAR Data Platform, a major initiative that unites data across a restaurant’s tech stack to provide unparalleled guest and operational insights.”

“Joining forces with PAR Technology represents an exciting new chapter for Delaget’s customers and employees,” said Jason Tober, Chief Executive Officer of Delaget. He added. “Our shared vision for transforming restaurant operations through data insights, combined with PAR Technology’s scale and industry leadership, will allow us to deliver even greater outcomes to our customers. As part of PAR Technology, we will bring our platform and solutions to even more businesses across the globe and provide an open integration platform that best serves top restaurant operators and brands.”

Transaction Details
Under the terms of the definitive agreement, PAR acquired 100% of the outstanding equity interests of Delaget in consideration for PAR’s payment of $132.0 million (subject to adjustment for any cash, indebtedness, and net working capital), which was principally paid in shares of PAR common stock. Additional information about the acquisition is available in PAR’s Current Report on Form 8-K filed with the Securities and Exchange Commission today, January 2, 2025.




This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of PAR Technology’s future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate”, “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on management’s current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond PAR Technology’s control, which could cause PAR Technology’s actual results to differ materially from those expressed in or implied by forward-looking statements, including statements expressing optimism about future business, operational, and growth opportunities and product offerings. Risks and uncertainties that could cause or contribute to such differences include potential business uncertainties relating to PAR Technology’s acquisition of Delaget, including possible disruptions to PAR Technology’s business and operational relationships and its ability to achieve anticipated synergies; risks and uncertainties related to the cost, timing, and complexity of integration; as well as, but not exclusively, the risks and uncertainties discussed in PAR Technology’s Annual Report on Form 10-K for the year ended December 31, 2023 and its other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are based solely on the information known to PAR Technology’s management and speak only as of the date of this press release. PAR Technology undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities law.

About DelagetTM
Delaget has created a name for itself within the restaurant industry as the top innovator in restaurant data solutions and is recognized for its intuitive solutions, industry knowledge, and customer service and support. Delaget is trusted by 30,000+ restaurants and top brands, including Taco Bell, KFC, Pizza Hut, IHOP, Burger King, and more. For more information about Delaget’s award-winning restaurant reporting and analytics solutions, visit delaget.com or join us on LinkedIn.

About PAR Technology
For over four decades, PAR Technology Corporation (NYSE: PAR) has been at the forefront of technology innovation in foodservice, helping businesses create exceptional guest experiences and connections. Our comprehensive suite of software and hardware solutions, including point-of-sale, digital ordering, loyalty, back-office management, and payments, serves a diverse range of hospitality and retail clients across more than 110 countries. With our "Better Together" ethos, PAR continues to deliver unified solutions that drive customer engagement, efficiency, and growth, all to make it easier for our customers to manage their operations. To learn more, visit partech.com or connect with us on LinkedIn, X (formerly Twitter), Facebook, and Instagram. 
###

v3.24.4
Cover Page
Dec. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 30, 2024
Entity Registrant Name PAR Technology Corporation
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
PAR Technology (NYSE:PAR)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025 Haga Click aquí para más Gráficas PAR Technology.
PAR Technology (NYSE:PAR)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025 Haga Click aquí para más Gráficas PAR Technology.