As filed with the Securities and Exchange Commission on July 13, 2022.

Registration No. 333-        

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

PAR TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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AMENDED AND RESTATED PAR TECHNOLOGY CORPORATION 2015 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Cathy A. King

General Counsel and Secretary

PAR Technology Park

8383 Seneca Turnpike

New Hartford, NY 13413-4991

(Name and Address of Agent For Service)

(315) 738-0600

(Telephone Number, Including Area Code, of Agent For Service)

PAR Technology Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) to register an additional 1,750,000 shares of its common stock, par value $.02 per share (the “Common Stock”), issuable pursuant to the terms of the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “Plan”). At the recommendation of the Registrant’s Board of Directors, the Registrant’s stockholders approved the Plan at the annual meeting of stockholders on June 3, 2022, increasing the number of shares available for issuance under the Plan by 1,750,000 shares of Common Stock. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statements on Form S-8 filed by the Registrant with respect to the Plan on November 16, 2015 (No. 333-208063), July 9, 2019 (No. 333-232589) and June 17, 2020 (No. 333-239230), together will all exhibits filed therewith or incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents of the Registrant, filed with the U.S. Securities and Exchange Commission (the “Commission”), are incorporated herein by reference:

All documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in this Registration Statement or contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that is incorporated or deemed to be incorporated by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute part of this Registration Statement except in its modified form and any statement so superseded shall not be deemed to constitute a part of this Registration Statement.

Item 8. Exhibits.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of New Hartford, State of New York, on this 13th day of July, 2022.

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints Savneet Singh and Bryan A. Menar, and each or any one of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, severally, for him or her and in his or her 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 the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

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