Current Report Filing (8-k)
September 02 2020 - 7:40AM
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: September 1, 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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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, 2018), the Preferred Share Purchase rights will be
transferred only with the share of the registrant’s Common Stock to which 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. ☐
Item
7.01 Regulation FD Disclosure.
On
September 1 2020, TSR, Inc. issued a press release announcing the acquisition of Geneva Consulting Group, Inc. A copy of the press
release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01 and
the related Item 9.01, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed
incorporated by reference into any reports or filings with the Securities and Exchange Commission, whether made before or after
the date hereof, except as expressly set forth by specific reference in such report or filing.
Item 8.01 Other Events
On
September 1, 2020, TSR, Inc. (the “Company”) completed the acquisition of all of the outstanding stock of Geneva Consulting
Group, Inc., a New York corporation (“Geneva”) and provider of temporary and permanent information technology personnel
based in Port Washington, New York. The stock of Geneva was purchased from the three shareholders of Geneva (the “Sellers”),
none of which had, or will have following the acquisition, a material relationship with the Company or its affiliates.
The
purchase price for the shares of Geneva is comprised of the following: (i) $1.45 million in cash paid to Sellers at the closing
of the acquisition, (ii) an amount, up to $0.75 million, that is equal to the amount of Geneva’s loan under the Paycheck
Protection Program (“PPP”), a program established under the congressionally-approved Coronavirus Aid, Relief, and
Economic Security Act that is administered by the U.S. Small Business Administration (“SBA”) that is forgiven by the
SBA, (iii) an amount, up to $0.30 million which may be paid as an earnout payment in part in February 2021 and in part in August
2021 (the “Earnout Payments”) and (iv) bonus payments payable in $10,000 increments. Any such Earnout Payments and
bonus payments will be determined based upon the achievement of certain criteria relating to the number the Company’s contractors
working full-time at Company clients on such dates.
Item
9.01 Financial Statements and Exhibits.
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:
September 2, 2020
2
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