Current Report Filing (8-k)
May 30 2017 - 4:02PM
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
30, 2017
TSR,
Inc.
(Exact
name of registrant as specified in charter)
Delaware
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0-8656
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13-2635899
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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400
Oser Avenue, Suite 150, Hauppauge, NY
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11788
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(Address
of principal executive offices)
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(Zip Code)
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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 ☐
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.
☐
Section
8 – Other Events
Item
8.01
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Other Events
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On
May 30, 2017, the Board of Directors of TSR, Inc. (the “Company” or “TSR”) determined that the Company
will not pursue a proposal submitted to the Company by Zeff Capital, L.P. (“Zeff Capital”) to acquire all of TSR’s
outstanding shares of Common Stock not owned by Zeff Capital for $6.15 per share, in cash. Zeff Capital owned 140,627 shares of
TSR’s Common Stock, which represents approximately 7.2% of TSR’s issued and outstanding Common Stock as of May 18,
2017. The Company’s Board of Directors has determined that it is in the best interests of the Company and its stockholders
to remain independent and to continue to execute the Company’s business plans on a standalone basis. A copy of a letter
from Joseph Hughes, Chairman and Chief Executive Officer of TSR, advising Zeff Capital of the Board’s determination and
transmitted for delivery via courier to Zeff Capital on May 30, 2017 is filed as Exhibit 99.2 to this Current Report on Form 8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01
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Financial Statements and Exhibits
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(d) Exhibits:
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Exhibit
Number
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Description
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99.1
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Press Release re: TSR To Remain Independent
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99.2
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Letter dated May 30, 2017
from
Joseph F. Hughes to Zeff Capital L.P.
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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.
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TSR,
INC.
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(Registrant)
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By:
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/s/
John G. Sharkey
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Date:
May 30, 2017
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John
G. Sharkey
Vice President-Finance, Controller and Secretary
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