Current Report Filing (8-k)
January 29 2020 - 5:21PM
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 earliest event reported: January 27, 2020
TSR,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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00-8656
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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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(I.R.S.
Employer
Identification No.)
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400
Oser Avenue, Suite 150, Hauppauge, NY 11788
(Address
of Principal Executive Offices) (Zip Code)
(631)
231-0333
(Registrant’s
telephone number, including area code)
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange On Which Registered
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Common
Stock, par value $0.01 per share
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TSRI
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NASDAQ
Capital Market
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Preferred
Share Purchase Rights1
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—
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—
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1
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Registered
pursuant to Section 12(b) of the Act pursuant to a Form 8-A filed by the registrant on March 15, 2019. Until the Distribution
Date (as defined in the registrant’s Rights Agreement dated August 29, 2019), the Preferred Share Purchase rights will be
transferred only with the share of the registrant’s Common Stock to with the Preferred Share Purchase Rights are attached.
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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. ☐
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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(c) Effective as of January 27, 2020,
Thomas Salerno was named Acting Chief Executive Officer (principal executive officer) of TSR, Inc. (the “Company”).
Since 2011, Mr. Salerno, 52, has served as the Managing Director of TSR Consulting Services, Inc., the Company’s IT consulting
services subsidiary and largest business unit. Mr. Salerno has over 20 years of experience in the technology consulting industry.
Prior to joining the Company, Mr. Salerno spent eight years at Open Systems Technology as Associate Director, two years as Vice
President of Sales and Recruiting for Versatech Consulting and three years as an Account Representative for Robert Half Technologies.
Mr. Salerno holds a Bachelor’s Degree from Johnson and Wales University.
Effective
as of January 27, 2020, Christopher Hughes, the President, Chief Executive Officer (principal executive officer) and Treasurer
of the Company began a temporary leave of absence.
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Item
9.01
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Financial
Statements and Exhibits
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The
following exhibits are furnished as part of this report.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, 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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By:
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/s/
John G. Sharkey
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John
G. Sharkey
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Senior
Vice President and Chief Financial Officer
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Dated:
January 29 2020
2
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