Amended Statement of Beneficial Ownership (sc 13d/a)
January 04 2019 - 5:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
TSR, Inc.
(Name of Issuer)
Common Stock, par
value $0.01 per share
(Title of Class of Securities)
872885207
(CUSIP Number)
Daniel Zeff
885 Sixth Avenue
New York, New York 10001
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 4, 2019
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box:
☐
Note
.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the Notes).
CUSIP No. 872885207
|
13D
|
Page
2 of 7
|
(1) NAMES OF REPORTING PERSONS
Zeff Capital, L.P.
|
|
(2) CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐
|
(3) SEC USE ONLY
|
(4) SOURCE OF FUNDS (see instructions)
OO
|
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
0 shares
|
(8) SHARED VOTING POWER
|
437,774
shares
|
(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
|
437,774
shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,774 shares
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
[*]
|
(14) TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
[*]
Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of December 17, 2018,
as reported in the preliminary proxy statement filed by TSR, Inc. on December 20, 2018.
CUSIP No. 872885207
|
13D
|
Page
3 of 7
|
(1) NAMES OF REPORTING PERSONS
Zeff Holding Company, LLC
|
|
(2) CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐
|
(3) SEC USE ONLY
|
(4) SOURCE OF FUNDS (see instructions)
OO
|
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
0 shares
|
(8) SHARED VOTING POWER
|
437,774
shares
|
(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
|
437,774
shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,774 shares
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
[*]
|
(14) TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
|
[*]
Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of December 17, 2018,
as reported in the preliminary proxy statement filed by TSR, Inc. on December 20, 2018.
CUSIP No. 872885207
|
13D
|
Page
4 of 7
|
(1) NAMES OF REPORTING PERSONS
Daniel Zeff
|
|
(2) CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐
|
(3) SEC USE ONLY
|
(4) SOURCE OF FUNDS (see instructions)
OO
|
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
0 shares
|
(8) SHARED VOTING POWER
|
437,774
shares
|
(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
|
437,774
shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,774 shares
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
[*]
|
(14) TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
[*]
Percentage calculated based on 1,962,062 shares of common stock, par value $0.01 per share, outstanding as of December 17, 2018,
as reported in the preliminary proxy statement filed by TSR, Inc. on December 20, 2018.
Explanatory Note
This Amendment
No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on July 26, 2018, as amended on August 23, 2018,
September 19, 2018, and October 10, 2018 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the
Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended,
restated or superseded by
information contained in this Amendment. Capitalized terms used but not defined in this Amendment
have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement”
will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is amended to add the following:
On December 21, 2018, the Issuer commenced a lawsuit
against the Reporting Persons and certain other persons and entities captioned
TSR, Inc. v. Zeff Capital, L.P., Zeff Holding
Company, LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC and Tajuddin Haslani
, No. 1:18-cv-12124-KPF
(S.D.N.Y.) (the Reporting Persons, along with QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC and Tajuddin Haslani,
the “Defendants”). The lawsuit generally alleges that the Defendants “engaged in an unlawful shadow campaign
to pool their ownership interests and resources, solicit proxies for a mutual cause, and seize control of [the Issuer] without
making complete and accurate disclosure of their intentions to [the Issuer’s] stockholders.” The lawsuit further alleges
that the Defendants’ “Schedule 14As and 13Ds fail to disclose, among other things, that they are surreptitiously working
as a group to take over the [Issuer], that their interests directly conflict with that of other stockholders, and that they plan
to deliver managerial control of the [Issuer] to [Mr.] Haslani with the intent that [the Issuer] eventually be merged into his
company Fintech or an affiliated entity.” Although the Issuer has failed to schedule or hold its 2018 annual meeting of stockholders
(and is now in violation of Delaware law as a result), the Issuer claims that “[s]ubstantial corrective actions are necessary
to ensure that [the Issuer’s] stockholders are fully informed before casting their votes at the upcoming annual meeting of
stockholders.” The Issuer seeks a variety of proposed remedies including, among other things, that the Defendants (1) file
“accurate and complete Schedule 13D and Schedule 14A disclosures”; and (2) be prevented “from voting any of their
shares prior to such time as [the] court ascertains that [the] [D]efendants have filed accurate and complete Schedule 13D and Schedule
14A disclosures.”
A copy of the complaint is attached as Exhibit 5 and
is incorporated by reference.
The Reporting Persons believe that the allegations
are without merit and intend to defend the lawsuit vigorously.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is amended to add the following:
Exhibit Number
|
Description
|
5
|
Complaint filed by TSR, Inc.
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 4, 2019
ZEFF CAPITAL, L.P.
By: Zeff Holding Company, LLC, as
general partner
By:
/s/ Daniel Zeff
Name: Daniel Zeff
Title: Manager
ZEFF HOLDING COMPANY, LLC
By:
/s/ Daniel Zeff
Name: Daniel Zeff
Title: Manager
/s/
Daniel Zeff
Daniel Zeff
EXHIBIT INDEX
Exhibit Number
|
Description
|
1
|
Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Amendment No. 1 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on August 23, 2018).
|
2
|
Letter dated as of September 17, 2018 (incorporated by reference to Exhibit 2 to the Amendment No. 2 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on September 19, 2018).
|
3
|
Press release of Zeff Capital, L.P. (incorporated by reference to the DFAN14A filing made by Zeff Capital, L.P. on October 10, 2018).
|
4
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 4 to the Amendment No. 3 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on October 10, 2018).
|
5
|
Complaint filed by TSR, Inc.
|
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