Current Report Filing (8-k)
July 05 2017 - 4:01PM
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):
June 30, 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 ☐
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 5 – Corporate Governance and Management
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
On June 30, 2017, Joseph F. Hughes, the Chairman,
President, Chief Executive Officer, Treasurer and founder of TSR, Inc. (the “Company”), advised the Company’s
Board of Directors of his retirement as an executive officer and director of the Company, and his resignation from his positions
as Chairman, President, Chief Executive Officer, Treasurer and a director, effective July 5, 2017. Mr. Hughes’ resignation
was not due to any disagreement with the Company or the Board of Directors related to the Company’s operations, policies
or practices. A copy of Mr. Hughes’ letter to the Board of Directors is furnished herewith as Exhibit 99.1. A copy of the
Company’s press release announcing Mr. Hughes’ retirement is furnished herewith as Exhibit 99.2.
In connection with Joseph F. Hughes’ retirement,
and in recognition of Mr. Hughes’ devotion to the development and growth of the Company’s business since founding the
Company, the Board of Directors of the Company approved a one-time founder’s bonus of $100,000 payable to Mr. Hughes within
30 days after the effective date of his resignation. The Board further approved the continued payment by the Company of the remaining
payments under the Company’s lease for the automobile used by Mr. Hughes, which expires on May 13, 2018. Further, the Board
approved the continued payment by the Company of the premiums for Mr. Hughes’ health insurance coverage under the Company’s
executive medical plan until the plan’s expiration on May 31, 2018, and the payment by the Company of $2,000 per month to
Mr. Hughes for a period of 24 months following the expiration of the plan, from June 1, 2018 to May 31, 2020, to assist Mr. Hughes
with the cost of obtaining his own private health insurance coverage. In the event that Mr. Hughes passes away prior to May 31,
2020, the $2,000 monthly payments described in the preceding sentence will continue to be made to Mr. Hughes’ spouse during
her lifetime according to the same schedule.
On July 5, 2017, the Company’s Board of
Directors appointed Christopher Hughes as the Company’s Chairman, President, Chief Executive Officer and Treasurer. Christopher
Hughes, age 55, has served as the Senior Vice President of the Company since 2007 and as a director of the Company since January
2005. He served a previous term as a director of the Company from April 2000 until September 2004 and as the Vice President, Sales
of TSR Consulting Services, Inc., the Company’s computer programming services subsidiary, from 1991 through 2006. In 2007
he was appointed Senior Vice President of the Company and President of TSR Consulting Services, Inc. Christopher Hughes is a 1984
graduate of St. Bonaventure University and is the son of Joseph F. Hughes. The Company previously entered into an Employment Agreement
with Christopher Hughes dated April 14, 2007 and effective as of May 1, 2017, which is filed as Exhibit 10.1 to the Company’s
Form 8-K dated April 14, 2017.
On July 5, 2017, the Company’s Board of
Directors appointed Regina Dowd, daughter of Joseph F. Hughes, as a Class I Director of the Company to fill the vacancy created
as a result of Joseph F. Hughes’ retirement as an executive officer and director of the Company. In accordance with the Company’s
Amended and Restated By-Laws, Ms. Dowd’s term as a Class I Director will expire at the Company’s 2018 Annual Meeting.
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: July 5, 2017
TSR (NASDAQ:TSRI)
Historical Stock Chart
From Mar 2024 to Apr 2024
TSR (NASDAQ:TSRI)
Historical Stock Chart
From Apr 2023 to Apr 2024