Current Report Filing (8-k)
February 04 2021 - 5:07PM
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: February 4, 2021
TSR,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
001-38838
|
|
13-2635899
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
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):
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol(s)
|
|
Name
of Each Exchange On Which Registered
|
Common
Stock, par value $0.01 per share
|
|
TSRI
|
|
NASDAQ
Capital Market
|
Preferred
Share Purchase Rights1
|
|
--
|
|
--
|
|
1
|
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.
|
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
8.01 Other Events.
On
January 5, 2021, the members of the Board of Directors of TSR, Inc. (the “Company”) other than Robert Fitzgerald approved
providing a waiver to QAR Industries, Inc. for its contemplated acquisition of shares owned by Fintech Consulting LLC (the “Acquisition”)
under the Company’s Amended and Restated Rights Agreement (the “Rights Plan”) so that a Distribution Date (as
defined under the Rights Plan) shall not occur as a result of the Acquisition. QAR Industries, Inc. and Fintech Consulting LLC
are both principal stockholders of the Company each owning more than 5% of the Company’s outstanding common stock. Robert
Fitzgerald is the President and majority shareholder of QAR Industries, Inc. The other directors of the Company are not affiliated
with QAR Industries, Inc.
On
February 4, 2021, the Company entered into that certain First Amendment to Amended and Restated Rights Agreement with Continental Stock
Transfer & Trust Company as the rights agent, which provides that a Distribution Date (as defined therein) shall not occur
as a result of the Acquisition. A copy of the amendment is filed with this Current Report on Form 8-K as Exhibit 4.1, and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
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.
|
TSR,
Inc.
|
|
|
|
|
By:
|
/s/
John G. Sharkey
|
|
|
John
G. Sharkey
|
|
|
Senior
Vice President and Chief Financial Officer
|
Dated:
February 4, 2021
2
TSR (NASDAQ:TSRI)
Historical Stock Chart
From Aug 2024 to Sep 2024
TSR (NASDAQ:TSRI)
Historical Stock Chart
From Sep 2023 to Sep 2024