Amended Securities Registration (section 12(b)) (8-a12b/a)
April 01 2021 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A/A
(Amendment
No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TSR,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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13-2635899
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(State of incorporation
or organization)
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(I.R.S. 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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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class to be so registered
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Name
of each exchange on which each class is to be registered
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Preferred Stock Purchase
Rights, par value $0.01
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NASDAQ Stock Market
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable
Securities
to be registered pursuant to Section 12(g) of the Act:
None
(Title
of Class)
Explanatory
Note
This
Form 8-A/A is filed to supplement and amend the information set forth in the Form 8-A of TSR, Inc. (the “Company”)
filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2019.
Item
1. Description of Registrant’s Securities to be Registered.
On
March 31, 2021, the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”),
amended the Amended & Restated Rights Agreement, by and between the Company and the Rights Agent, originally dated as of August
29, 2018 and amended and restated as of September 3, 2019, as amended (collectively, the “Rights Agreement”), to change
the Expiration Date (as defined in the Rights Agreement) of the Rights (as defined in the Rights Agreement) issued under the Rights
Agreement from August 29, 2021 to March 31, 2021 (the “Amendment”). As a result of this amendment, effective as of
the close of business on March 31, 2021, the Rights expired and are no longer outstanding and the Rights Agreement has terminated
by its terms.
A
copy of the Amended & Restated Rights Agreement and a summary of its material terms, which was filed with the SEC on a Form
8-K as Exhibit 4.1 on September 3, 2019, and a copy of the First Amendment to the Amended & Restated Rights Agreement, which
was filed with the SEC on a Form 8-K as Exhibit 4.1 on February 4, 2021, are incorporated herein by reference. The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which
is filed herewith as Exhibit 4.3 and is incorporated herein by reference.
Item
2. Exhibits.
4.1
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Amended & Restated Rights Agreement dated as of September 3, 2019 between the Company and Continental Stock Transfer & Trust Company as Rights Agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on September 3, 2019.
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4.2
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First Amendment to Amended & Restated Rights Agreement, dated as of February 4, 2021, between the Company and Continental Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on February 4, 2021.
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4.3
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Second Amendment to Amended & Restated Rights Agreement, dated as of March 31, 2021, between the Company and Continental Stock Transfer & Trust Company.
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto 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:
April 1, 2021
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