Current Report Filing (8-k)
December 26 2018 - 5:03PM
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):
December 21, 2018
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
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(Former
name or former address, if changed since last report)
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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:
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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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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. Other Events
On
December 26, 2018, TSR, Inc. (“TSR” or the “Company”) issued a press release announcing that it filed
a complaint in the United Stated District Court, Southern District of New York, against Zeff Capital, L.P., Zeff Holding Company,
LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC d/b/a ApTask, and Tajuddin Haslani for violations
of the disclosure and anti-fraud requirements of the federal securities laws under Sections 13(d) and 14(a) of the Securities
Exchange Act of 1934 (“Exchange Act”), and the related rules and regulations promulgated by the Securities and Exchange
Commission (“SEC”), for failing to disclose to the Company and its stockholders their formation of a group and the
group’s intention to seize control of TSR. The complaint requests that the court, among other things, declare that the defendants
have solicited proxies without filing timely, accurate and complete reports on Schedule 13D in violation of Section 13(d) of the
Exchange Act, direct the defendants to file with the SEC complete and accurate disclosures, enjoin the defendants from voting
any of their shares prior to such time as complete and accurate disclosures have been filed, and enjoin the defendants from further
violations of the Exchange Act with respect to the securities of TSR.
The
press release issued by the Company dated December 26, 2018 is attached hereto as Exhibit 99.1 and is incorporated into this Item
8.01 by this reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and 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.
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TSR, INC.
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(Registrant)
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Date: December 26, 2018
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By:
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/s/ John G. Sharkey
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John G. Sharkey
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Vice President, Finance and Secretary
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