SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
ADW
Capital Partners, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
27-3514468
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware,
United State of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
1,623,000
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
1,623,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,623,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
10.01%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
PN
|
|
|
|
|
*Based
upon 16,217,667 shares of common stock outstanding as of November 8, 2018, as disclosed in its Form 10-Q that was filed on November
9, 2018, by the Issuer with the Securities and Exchange Commission.
Page 3
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
Adam D. Wyden
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
New
York, United State of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
1,623,000
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
1,623,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,623,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
10.01%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
HC,
IN
|
|
|
|
|
*Based
upon 16,217,667 shares of common stock outstanding as of November 8, 2018, as disclosed in its Form 10-Q that was filed on November
9, 2018, by the Issuer with the Securities and Exchange Commission.
Page 4
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
ADW Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
47-1516657
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware,
United State of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
1,623,000
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
1,623,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,623,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
10.01%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
HC, IA
|
|
|
|
|
*Based
upon 16,217,667 shares of common stock outstanding as of November 8, 2018, as disclosed in its Form 10-Q that was filed on November
9, 2018, by the Issuer with the Securities and Exchange Commission.
Page 5
Item
1.
|
Security
and Issuer
|
This
statement relates to the common stock, par value $0.02 per share (the “Shares”), of PAR Technology Corporation, a
Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is PAR Technology
Park, 8683 Seneca Turnpike, New Hartford, New York 13413.
Item
2.
|
Identity
and Background
|
Name
of Person Filing:
|
(a)
|
This
statement is jointly filed by and on behalf of each of ADW Capital Partners, L.P., ADW
Capital Management, LLC and Adam D. Wyden. ADW Capital Partners, L.P. is the record and
direct beneficial owners of the securities covered by this statement. ADW Capital Management,
LLC is the general partner and investment manager of, and may be deemed to beneficially
own securities owned by, ADW Capital Partners, L.P. Mr. Wyden is the sole manager of,
and may be deemed to beneficially own securities owned by, ADW Capital Management, LLC.
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Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities
covered by this statement.
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Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the
purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise
with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities
of the Issuer.
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(b)
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The address of the principal business office of each of the reporting persons is 1133 Broadway, Suite 719, New York, New York
10010.
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(c)
|
The principal business of ADW Capital Partners, L.P. is investing in securities. The principal business of ADW Capital Management,
LLC is furnishing investment advisory services to ADW Capital Partners, L.P. The principal business of Adam Wyden is serving
as the sole manager of ADW Capital Management, LLC.
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(d)
|
None
of the Reporting Persons was, during the last five years, convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e)
|
None
of the Reporting Person was, during the last five years, a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order (1) enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws, or (2) finding any violation with respect to such laws.
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(f)
|
ADW
Capital Partners, L.P. is a Delaware Limited Partnership
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Adam
Wyden is a citizen of the United States.
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ADW
Capital Management, LLC is Delaware Limited Liability Company
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Page 6
Item
3.
|
Source
and Amount of Funds or Other Considerations
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The
investment cost (including commissions, if any) of the shares of Common Stock held ADW Capital Partners, L.P. is $12.24 per share.
Such shares were purchased with the investment capital of ADW Capital Partners, L.P.
Item
4.
|
Purpose
of Transaction
|
The
purpose for which the Common Stock was acquired by the Reporting Persons is for investment. Depending upon market conditions and
other factors that it may deem material, the Reporting Persons may purchase additional Shares and/or related securities or may
dispose of all or a portion of the Shares or related securities that it now beneficially owns or may hereafter acquire and/or
may enter into transactions that increase or hedge its economic exposure to the Shares without affecting its beneficial ownership.
In
the ordinary course of evaluating its investment, representatives of the Reporting Persons may also from time to time seek to
(or be invited to) discuss the business and policies of the Issuer with the management of the Issuer. [Currently, the Reporting
Persons are concerned regarding what they perceive as a significant change in the strategic direction of the Issuer.] The
Reporting Persons have had and may continue to have discussions with the Issuer's management and board of directors and may have
discussions with other shareholders of the Issuer, potential acquirers and financing sources and other third parties relating
to the Issuer's business, operations, strategy, strategic alternatives for and relative valuations of the Issuer, including, but
not limited to, in relation to the sale of its business or some or all of its assets, capital structure and capital raising alternatives,
governance, current and future board composition, future plans and related matters. Depending on various factors including, without
limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities
markets and general economic and industry conditions, the Reporting Persons may take positions or make proposals with respect
to potential changes in the operations, management, the certificate of incorporation and bylaws, Board of Directors composition,
ownership, capital structure, dividend policy, strategy and plans of the Issuer as a means of enhancing stockholder value or may
change their intention with respect to any and all matters referred to in Item 4.
The
Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4 of
this Schedule 13D. Except as set forth herein or such as would occur upon completion of any of the actions discussed herein,
none of the Reporting Persons has any current plan or proposal as of the date hereof which would relate to or result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item
5.
|
Interest
in Securities of the Issuer
|
|
(a)
|
Based
upon an aggregate of 16,217,667 shares of Common Stock outstanding, as determined by
the Issuer’s most recently public available information:
|
|
a.
|
ADW
Capital Partners, L.P. owned 1,623,000 shares of Common Stock, constituting approximately
10.01% of the shares outstanding.
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b.
|
ADW
Capital Management, LLC directly owned no shares of Common Stock. By reason of its position
as investment advisor for ADW Capital Partners, L.P., ADW Capital Management, LLC may
be deemed to beneficially own the 1,623,000 shares, constituting approximately 10.01%
of the shares outstanding.
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c.
|
Mr.
Wyden owned no shares of Common Stock. By reason of his position as sole manager of ADW
Capital Management, LLC Mr. Wyden may be deemed to beneficially own the 1,623,000 shares
constituting approximately 10.01% of the shares outstanding.
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Page 7
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(b)
|
See
rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares
of Common Stock as to which each Reporting Person has the sole or shared power to vote
or direct the vote and sole or shared power to dispose or to direct the disposition.
ADW Capital, L.P. has the power to dispose of and to vote the shares of Common Stock
beneficially owned by it. ADW Capital Management, LLC shares the power to dispose of
and to vote the shares of Common Stock beneficially owned by ADW Capital, L.P. Mr. Wyden,
as the manager of ADW Capital Management, LLC, shares the power to dispose of and to
vote the shares of Common Stock beneficially owned by the other Reporting Persons
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(c)
|
During
the sixty days prior to the date hereof, the Reporting persons, either directly or indirectly,
effected the following transactions in the Common Stock:
|
DATE
|
TRANSACTION
|
PRICE
|
SHARES
|
As
of the close of business day on December 31, 2018, the Reporting Persons collectively beneficially owned an aggregate of 1,623,000
Shares, constituting approximately 10.01% of the Shares outstanding.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other
Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.
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(d)
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Not
Applicable
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(e)
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Not
Applicable
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.
A copy of such agreement is attached as Exhibit 1 and is incorporated by reference herein.
Other than the joint filing agreement filed as an exhibit hereto, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
Page 8
Item
7.
|
Material
to Be Filed as Exhibits
|
Exhibit
1
Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities
and Exchange Commission
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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ADW
Capital Partners, L.P.
By:
ADW Capital Management, LLC
Its:
General Partner
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Signature:
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/s/ Adam
D. Wyden
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Name:
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Adam
D. Wyden
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Title:
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Sole
Manager
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ADW
Capital Management, LLC
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By:
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/s/ Adam
D. Wyden
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Name:
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Adam
D. Wyden
|
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Title:
|
Sole
Manager
|
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Adam
D. Wyden
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/s/ Adam
D. Wyden
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his
signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 9
JOINT
ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but
shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that
it knows or has reason to believe that such information is inaccurate.
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Dated:
February 11, 2019
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ADW
Capital Partners, L.P.
By:
ADW Capital Management
Its:
General Partner
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Signature:
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/s/ Adam
D. Wyden
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Name:
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Adam
D. Wyden
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Title:
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Sole
Manager
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ADW
Capital Management, LLC
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By:
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/s/ Adam
D. Wyden
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Name:
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Adam
D. Wyden
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Title:
|
Sole
Manager
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Adam
D. Wyden
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/s/ Adam
D. Wyden
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