Current Report Filing (8-k)
May 19 2017 - 04:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
May
18, 2017
TSR,
Inc.
(Exact
name of registrant as specified in charter)
Delaware
|
|
0-8656
|
|
13-2635899
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
400
Oser Avenue, Suite 150, Hauppauge, NY
|
|
11788
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (631) 231-0333
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ 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))
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
o
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.
o
Section
8 – Other Events
Item
8.01 Other Events.
On
May 18, 2017, the Board of Directors of TSR, Inc. (“TSR” or the “Company”) received a letter from Zeff
Capital L.P. (“Zeff Capital”) in which Zeff Capital expressed an interest in reaching an agreement with TSR on Zeff
Capital’s acquisition of all of TSR’s outstanding shares of common stock for $6.15 per share in cash, which represents
a premium of approximately 27% over the closing price of TSR’s common stock on May 17, 2017. Zeff Capital currently owns
140,627 shares of TSR’s common stock, which represent approximately 7.2% of TSR’s issued and outstanding common stock.
On May 18, 2017, Zeff Capital and its affiliated entities filed an amended Schedule 13D with the Securities and Exchange Commission
in which Zeff Capital disclosed its interest in acquiring all of TSR’s outstanding common stock, and a copy of Zeff Capital’s
letter dated May 17, 2017 to the Board of Directors of TSR is filed as Exhibit 99.2 to Zeff Capital’s amended Schedule 13D.
A copy of Zeff Capital’s letter is also filed herewith as Exhibit 99.2. Zeff Capital’s proposal and the proposed consideration
of $6.15 per share as stated in the letter are not legally binding and are conditioned upon completion of satisfactory due diligence,
completion of a financing plan, and negotiation of mutually acceptable definitive agreements, among other conditions.
The
Company has provided a copy of Zeff Capital’s letter dated May 17, 2017 to the members of its Board of Directors for review.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
TSR,
INC.
|
|
(Registrant)
|
|
|
|
By:
|
/s/
John G. Sharkey
|
|
|
John
G. Sharkey
|
|
|
Vice
President-Finance, Controller and Secretary
|
Date:
May 19, 2017
EXHIBIT
INDEX
4
TSR (NASDAQ:TSRI)
Historical Stock Chart
From Feb 2024 to Mar 2024
TSR (NASDAQ:TSRI)
Historical Stock Chart
From Mar 2023 to Mar 2024