UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number
001-34099
MASTECH DIGITAL, INC.
(Exact name of registrant as specified in its charter)
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PENNSYLVANIA
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26-2753540
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1305 Cherrington Parkway, Building 210, Suite 400
Moon Township, PA
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15108
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (412)
787-2100
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which registered
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Common Stock, $.01 par value
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NYSE American
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form
10-K
or any amendment to this Form
10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule
12b-2
of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller
reporting company ☒
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the
Exchange Act). Yes ☐ No ☒
The aggregate market value of the
voting stock held by
non-affiliates
of the registrant as of June 30, 2018 (based on the closing price on such stock as reported by NYSE American on such date) was $31,758,000
The number of shares of the registrants Common Stock, par value $.01 per share, outstanding as of March 15, 2019 was 11,000,946
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants Proxy Statement, prepared for the Annual Meeting of Shareholders scheduled for May 15, 2019 to be filed
with the Commission, are incorporated by reference into Part III of this Annual Report on Form
10-K.