<PAGE>   1
         As filed with the Securities and Exchange Commission on April    , 2001
                                                                       ---

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                       TRANSACT TECHNOLOGIES INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                   <C>
                        Delaware                          06-1456680
             (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)           IDENTIFICATION NO.)


         7 Laser Lane, Wallingford, Connecticut             06492
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)
</TABLE>

           TransAct Technologies Incorporated 2001 Employee Stock Plan
                            (FULL TITLE OF THE PLAN)


                                 Richard L. Cote
   Executive Vice President, Chief Financial Officer, Secretary and Treasurer
                       TransAct Technologies Incorporated
                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)


                                 (203) 269-1198
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                                    Copy to:

                              Thomas A. Klee, Esq.
                              Shipman & Goodwin LLP
                                One American Row
                           Hartford, Connecticut 06103
                                 (860) 251-5000



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                            PROPOSED             PROPOSED
                                       AMOUNT               MAXIMUM               MAXIMUM
     TITLE OF SECURITIES               TO BE             OFFERING PRICE          AGGREGATE           AMOUNT OF
       TO BE REGISTERED              REGISTERED           PER UNIT (1)        OFFERING PRICE      REGISTRATION FEE
       ----------------              ----------           ------------        --------------      ----------------
<S>                                <C>                   <C>                  <C>                 <C>
Common Stock, par value
$0.01......................        150,000 shares           $5.53                 $829,500             $207.38
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 based on the
         average of the high and low prices reported on the Nasdaq National
         Market on April 23, 2001.

<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Section 10(a) prospectus being delivered by TransAct Technologies
Incorporated (the "Company") to participants in the Company's 2001 Employee
Stock Plan, as required by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), has been prepared in accordance with the requirements of
Form S-8 and relates to shares of Common Stock, par value $0.01 per share,
issued or reserved for issuance pursuant to purchase rights granted under the
2001 Employee Stock Plan. The information with respect to purchase rights
granted under the 2001 Employee Stock Plan required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company shall
provide to participants a written statement advising them of the availability
without charge, upon written or oral request, of documents incorporated by
reference herein, as is required by Item 2 of Part I of Form S-8.
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in this
registration statement:

         (a)      The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;

         (b)      The Company's Current Report on Form 8-K dated February 15,
2001; and

         (c)      The description of the Company's common stock, contained in
its registration statement on Form 8-A filed on August 1, 1996, and any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         This Item is not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         As of the date of this registration statement, 2,000 shares and options
to purchase 2,500 shares of the Company's Common Stock are beneficially owned by
lawyers employed by Shipman & Goodwin LLP, counsel to the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation provides that a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary

                                      II-1
<PAGE>   4
duty as directors; however, the Certificate of Incorporation does not eliminate
the liability of a director for (I) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) acts or
omissions in respect of certain unlawful dividend payments or stock redemptions
or repurchases; or (iv) any transaction from which such director derives
improper personal benefit. The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of his or her fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (I) through (iv) above. The limitations
summarized above, however, do not affect the ability of the Company or its
stockholders to seek nonmonetary remedies, such as an injunction or rescission,
against a director for breach of his or her fiduciary duty.

         In addition, the Company's Certificate of Incorporation and Bylaws
provide that the Company shall indemnify any officer or director of the Company,
to the fullest extent permitted by the laws of the State of Delaware. Section
145 of the Delaware General Corporation Law permits a company to indemnify an
officer or director who was or is a party or is threatened to be made a party to
any proceeding because of his or her position, if the officer or director acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

         The Company maintains insurance for officers and directors against
certain liabilities, including liabilities under the Securities Act. The effect
of this insurance is to indemnify any officer or director of the Company against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement, incurred by an officer or director upon a
determination that such person acted in good faith.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         This Item is not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit No.                         Description
-----------                         -----------
<S>               <C>

     4.1          Certificate of Incorporation of the Company (Incorporated by
                  reference to the Company's Registration Statement on Form S-1
                  (File No. 333-06859)).
</TABLE>

                                      II-2
<PAGE>   5
<TABLE>
<S>               <C>
     4.2          Certificate of Amendment of Certificate of Incorporation of
                  the Company (Incorporated by reference to the Company's Annual
                  Report on Form 10-K for the year ended December 31, 1997 (File
                  No. 0-21121)).

     4.3          Certificate of Designation of the Voting Powers, Designation,
                  Preferences and Relative Rights, Participating, Optional or
                  Other Special Rights and Qualifications, Limitations and
                  Restrictions of the Series B Preferred Stock (Incorporated by
                  reference to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended March 25, 2000 (File No. 0-21121)).

     4.4          Amended and Restated Bylaws of the Company (Incorporated by
                  reference to the Company's Annual Report on Form 10-K for the
                  year ended December 31, 1998 (File No. 0-21121)).

     4.5          Amended and Restated Rights Agreement between the Company and
                  American Stock Transfer & Trust Company dated February 16,
                  1999 (Incorporated by reference to the Company's Current
                  Report on Form 8-K filed February 18, 1999 (File No.
                  0-21121)).

     5.1          Opinion of Shipman & Goodwin LLP as to the legality of the
                  securities being registered.

    23.1          Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).

    23.2          Consent of PricewaterhouseCoopers LLP.

    24.1          Power of Attorney (included in the signature page of this
                  registration statement).

    99.1          TransAct Technologies Incorporated 2001 Employee Stock Plan.
</TABLE>

ITEM 9. UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                      II-3
<PAGE>   6
         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>   7
                                   SIGNATURES

     Pursuant to requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wallingford, State of Connecticut, on April 26,
2001.

                          TRANSACT TECHNOLOGIES INCORPORATED

                          By: /s/ Bart C. Shuldman
                             -------------------------------------------
                              Bart C. Shuldman
                              Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

     Know All Persons by These Presents, that each person whose signature
appears below constitutes and appoints Bart C. Shuldman and Richard L. Cote and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file same, with all exhibits
thereto, and other documents in connection therewith, with full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, of their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
         SIGNATURE                                       TITLE                            DATE
         ---------                                       -----                            ----
<S>                                      <C>                                        <C>
    /s/Bart C. Shuldman                  Chairman, President, Chief Executive       April 26, 2001
---------------------------
      BART C. SHULDMAN                        Officer and Director
                                              (Principal Executive Officer)

     /s/Richard L. Cote                  Executive Vice President, Chief            April 26, 2001
---------------------------
      RICHARD L. COTE                         Financial Officer, Secretary,
                                              Treasurer and Director
                                              (Principal Financial Officer)

   /s/Thomas R. Schwarz                  Director                                   April 18, 2001
---------------------------
     THOMAS R. SCHWARZ

    /s/Graham Y. Tanaka                  Director                                   April 26 , 2001
---------------------------
      GRAHAM Y. TANAKA

     /s/Charles A. Dill                  Director                                   April 26, 2001
---------------------------
      CHARLES A. DILL

    /s/Jeffrey T. Leeds                  Director                                   April 26, 2001
---------------------------
      JEFFREY T. LEEDS

   /s/Steven A. DeMartino                Vice President and Corporate               April 26, 2001
---------------------------
    STEVEN A. DEMARTINO                       Controller
                                              (Principal Accounting Officer)
</TABLE>
<PAGE>   8
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                            Description
-----------                            -----------
<S>               <C>
     4.1          Certificate of Incorporation of the Company (Incorporated by
                  reference to the Company's Registration Statement on Form S-1
                  (File No. 333-06859)).

     4.2          Certificate of Amendment of Certificate of Incorporation of
                  the Company (Incorporated by reference to the Company's Annual
                  Report on Form 10-K for the year ended December 31, 1997 (File
                  No. 0-21121)).

     4.3          Certificate of Designation of the Voting Powers, Designation,
                  Preferences and Relative Rights, Participating, Optional or
                  Other Special Rights and Qualifications, Limitations and
                  Restrictions of the Series B Preferred Stock (Incorporated by
                  reference to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended March 25, 2000 (File No. 0-21121)).

     4.4          Amended and Restated Bylaws of the Company (Incorporated by
                  reference to the Company's Annual Report on Form 10-K for the
                  year ended December 31, 1998 (File No. 0-21121)).

     4.5          Amended and Restated Rights Agreement between the Company and
                  American Stock Transfer & Trust Company dated February 16,
                  1999 (Incorporated by reference to the Company's Current
                  Report on Form 8-K filed February 18, 1999 (File No.
                  0-21121)).

     5.1          Opinion of Shipman & Goodwin LLP as to the legality of the
                  securities being registered.

    23.1          Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).

    23.2          Consent of PricewaterhouseCoopers LLP.

    24.1          Power of Attorney (included in the signature page of this
                  registration statement).

    99.1          TransAct Technologies Incorporated 2001 Employee Stock Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y48292s-8.txt", "description": "S-8", "secsgml_size_bytes": 20371}]
{"company-data": {"conformed-name": "TRANSACT TECHNOLOGIES INC", "cik": "0001017303", "assigned-sic": "3577", "irs-number": "061456680", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59570", "film-number": "1611797"}, "business-address": {"street1": "7 LASER LANE", "city": "WALLINGFORD", "state": "CT", "zip": "06492", "phone": "2032691198"}, "mail-address": {"street1": "7 LASER LANE", "city": "WALLINGFORD", "state": "CT", "zip": "06492"}}
1
         As filed with the Securities and Exchange Commission on April    , 2001
                                                                       ---

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       TRANSACT TECHNOLOGIES INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware                          06-1456680
             (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)           IDENTIFICATION NO.)

         7 Laser Lane, Wallingford, Connecticut             06492
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)
TransAct Technologies Incorporated 2001 Employee Stock Plan
                            (FULL TITLE OF THE PLAN)

                                 Richard L. Cote
   Executive Vice President, Chief Financial Officer, Secretary and Treasurer
                       TransAct Technologies Incorporated
                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (203) 269-1198
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:

                              Thomas A. Klee, Esq.
                              Shipman & Goodwin LLP
                                One American Row
                           Hartford, Connecticut 06103
                                 (860) 251-5000

                         CALCULATION OF REGISTRATION FEE
PROPOSED             PROPOSED
                                       AMOUNT               MAXIMUM               MAXIMUM
     TITLE OF SECURITIES               TO BE             OFFERING PRICE          AGGREGATE           AMOUNT OF
       TO BE REGISTERED              REGISTERED           PER UNIT (1)        OFFERING PRICE      REGISTRATION FEE
       ----------------              ----------           ------------        --------------      ----------------
Common Stock, par value
$0.01......................        150,000 shares           $5.53                 $829,500             $207.38
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 based on the
         average of the high and low prices reported on the Nasdaq National
         Market on April 23, 2001.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Section 10(a) prospectus being delivered by TransAct Technologies
Incorporated (the "Company") to participants in the Company's 2001 Employee
Stock Plan, as required by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), has been prepared in accordance with the requirements of
Form S-8 and relates to shares of Common Stock, par value $0.01 per share,
issued or reserved for issuance pursuant to purchase rights granted under the
2001 Employee Stock Plan. The information with respect to purchase rights
granted under the 2001 Employee Stock Plan required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company shall
provide to participants a written statement advising them of the availability
without charge, upon written or oral request, of documents incorporated by
reference herein, as is required by Item 2 of Part I of Form S-8.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in this
registration statement:

         (a)      The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;

         (b)      The Company's Current Report on Form 8-K dated February 15,
2001; and

         (c)      The description of the Company's common stock, contained in
its registration statement on Form 8-A filed on August 1, 1996, and any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         This Item is not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         As of the date of this registration statement, 2,000 shares and options
to purchase 2,500 shares of the Company's Common Stock are beneficially owned by
lawyers employed by Shipman & Goodwin LLP, counsel to the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation provides that a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary

                                      II-1
4
duty as directors; however, the Certificate of Incorporation does not eliminate
the liability of a director for (I) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) acts or
omissions in respect of certain unlawful dividend payments or stock redemptions
or repurchases; or (iv) any transaction from which such director derives
improper personal benefit. The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of his or her fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (I) through (iv) above. The limitations
summarized above, however, do not affect the ability of the Company or its
stockholders to seek nonmonetary remedies, such as an injunction or rescission,
against a director for breach of his or her fiduciary duty.

         In addition, the Company's Certificate of Incorporation and Bylaws
provide that the Company shall indemnify any officer or director of the Company,
to the fullest extent permitted by the laws of the State of Delaware. Section
145 of the Delaware General Corporation Law permits a company to indemnify an
officer or director who was or is a party or is threatened to be made a party to
any proceeding because of his or her position, if the officer or director acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

         The Company maintains insurance for officers and directors against
certain liabilities, including liabilities under the Securities Act. The effect
of this insurance is to indemnify any officer or director of the Company against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement, incurred by an officer or director upon a
determination that such person acted in good faith.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         This Item is not applicable.

ITEM 8. EXHIBITS.
Exhibit No.                         Description
-----------                         -----------
4.1          Certificate of Incorporation of the Company (Incorporated by
                  reference to the Company's Registration Statement on Form S-1
                  (File No. 333-06859)).
II-2
5
4.2          Certificate of Amendment of Certificate of Incorporation of
                  the Company (Incorporated by reference to the Company's Annual
                  Report on Form 10-K for the year ended December 31, 1997 (File
                  No. 0-21121)).

     4.3          Certificate of Designation of the Voting Powers, Designation,
                  Preferences and Relative Rights, Participating, Optional or
                  Other Special Rights and Qualifications, Limitations and
                  Restrictions of the Series B Preferred Stock (Incorporated by
                  reference to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended March 25, 2000 (File No. 0-21121)).

     4.4          Amended and Restated Bylaws of the Company (Incorporated by
                  reference to the Company's Annual Report on Form 10-K for the
                  year ended December 31, 1998 (File No. 0-21121)).

     4.5          Amended and Restated Rights Agreement between the Company and
                  American Stock Transfer & Trust Company dated February 16,
                  1999 (Incorporated by reference to the Company's Current
                  Report on Form 8-K filed February 18, 1999 (File No.
                  0-21121)).

     5.1          Opinion of Shipman & Goodwin LLP as to the legality of the
                  securities being registered.

    23.1          Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).

    23.2          Consent of PricewaterhouseCoopers LLP.

    24.1          Power of Attorney (included in the signature page of this
                  registration statement).

    99.1          TransAct Technologies Incorporated 2001 Employee Stock Plan.
ITEM 9. UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                      II-3
6
         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
7
                                   SIGNATURES

     Pursuant to requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wallingford, State of Connecticut, on April 26,
2001.

                          TRANSACT TECHNOLOGIES INCORPORATED

                          By: /s/ Bart C. Shuldman
                             -------------------------------------------
                              Bart C. Shuldman
                              Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

     Know All Persons by These Presents, that each person whose signature
appears below constitutes and appoints Bart C. Shuldman and Richard L. Cote and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file same, with all exhibits
thereto, and other documents in connection therewith, with full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, of their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                       TITLE                            DATE
         ---------                                       -----                            ----
/s/Bart C. Shuldman                  Chairman, President, Chief Executive       April 26, 2001
---------------------------
      BART C. SHULDMAN                        Officer and Director
                                              (Principal Executive Officer)

     /s/Richard L. Cote                  Executive Vice President, Chief            April 26, 2001
---------------------------
      RICHARD L. COTE                         Financial Officer, Secretary,
                                              Treasurer and Director
                                              (Principal Financial Officer)

   /s/Thomas R. Schwarz                  Director                                   April 18, 2001
---------------------------
     THOMAS R. SCHWARZ

    /s/Graham Y. Tanaka                  Director                                   April 26 , 2001
---------------------------
      GRAHAM Y. TANAKA

     /s/Charles A. Dill                  Director                                   April 26, 2001
---------------------------
      CHARLES A. DILL

    /s/Jeffrey T. Leeds                  Director                                   April 26, 2001
---------------------------
      JEFFREY T. LEEDS

   /s/Steven A. DeMartino                Vice President and Corporate               April 26, 2001
---------------------------
    STEVEN A. DEMARTINO                       Controller
                                              (Principal Accounting Officer)
8
                                  EXHIBIT INDEX
Exhibit No.                            Description
-----------                            -----------
4.1          Certificate of Incorporation of the Company (Incorporated by
                  reference to the Company's Registration Statement on Form S-1
                  (File No. 333-06859)).

     4.2          Certificate of Amendment of Certificate of Incorporation of
                  the Company (Incorporated by reference to the Company's Annual
                  Report on Form 10-K for the year ended December 31, 1997 (File
                  No. 0-21121)).

     4.3          Certificate of Designation of the Voting Powers, Designation,
                  Preferences and Relative Rights, Participating, Optional or
                  Other Special Rights and Qualifications, Limitations and
                  Restrictions of the Series B Preferred Stock (Incorporated by
                  reference to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended March 25, 2000 (File No. 0-21121)).

     4.4          Amended and Restated Bylaws of the Company (Incorporated by
                  reference to the Company's Annual Report on Form 10-K for the
                  year ended December 31, 1998 (File No. 0-21121)).

     4.5          Amended and Restated Rights Agreement between the Company and
                  American Stock Transfer & Trust Company dated February 16,
                  1999 (Incorporated by reference to the Company's Current
                  Report on Form 8-K filed February 18, 1999 (File No.
                  0-21121)).

     5.1          Opinion of Shipman & Goodwin LLP as to the legality of the
                  securities being registered.

    23.1          Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).

    23.2          Consent of PricewaterhouseCoopers LLP.

    24.1          Power of Attorney (included in the signature page of this
                  registration statement).

    99.1          TransAct Technologies Incorporated 2001 Employee Stock Plan.