VERSAR INC (Form: S-8, Received: 03/22/2013 15:58:52)

As filed with the Securities and Exchange Commission on March 22, 2013

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W ashington , D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VERSAR, INC.
(Exact name of registrant as specified in its charter)

Delaware	54-08522979
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6850 Versar Center, Springfield, Virginia	22151
(Address of Principal Executive Offices)	(Zip Code)

Versar, Inc. Employee 401(k) Plan

(Full titles of the plans)

Anthony L. Otten

Chief Executive Officer

Versar, Inc.

6850 Versar Center

Springfield, Virginia 22151

(Name and address of agent for service)

(703) 750-3000

(Telephone number, including area code, of agent for service)

Copies to:

Joshua Izenberg

General Counsel

Versar, Inc.

6850 Versar Center

Springfield, Virginia 22151

(Name and address of agent for service)

(703) 750-3000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered		Amount to be registered (1)				Proposed maximum offering price per share				Proposed maximum aggregate offering price (2)				Amount of registration fee
Common Stock, $0.01 par value per share			403,302		$	4.52			$	1,356,000			$	184.96

(1)

103,302 shares of Common Stock of the Registrant were previously registered pursuant to the Registrant’s Registration Statement on Form S-8, Registration No. 333-106111, filed on June 13, 2003 (the “2003 Registration Statement”) with respect to the Versar, Inc. Employee 401(k) Plan (the “Plan”). The previously registered shares represented shares which were eligible for rollover from another plan by participants. The Registrant paid a registration fee of $24 in connection with the registration of its Common Stock pursuant to the 2003 Registration Statement. This Registration Statement on Form S-8 is filed to register an additional 300,000 shares of Common Stock for issuance with respect to the Plan as a result of changes in the usage of the Plan. Therefore, the Registrant is paying an additional registration fee of $183.73 with this Registration Statement. In accordance with General Instruction E to Form S-8, the Registrant incorporates by reference the contents of the 2003 Registration Statement. Upon a stock split, stock dividend or similar transaction in the future and during the effectiveness of this Registration Statement involving Common Stock of the Registrant, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended. The offering price is calculated pursuant to Rule 457(c) based on the average of the high and low sales prices ($4.52 per share) for the Registrant’s Common Stock as quoted on the NYSE MKT on March 18, 2013.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not required to be filed with this Registration Statement.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with this Registration Statement.*

* The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of this Registration Statement will be sent or given to participants of the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended. As permitted by Part I of Form S-8, such documents are not required to be, and are not, filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act of 1933, as amended. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Versar, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated in this Registration Statement by reference:

(a) The Registrant’s annual report on Form 10-K for the fiscal year ended June 29, 2012;

(b) The Registrant’s quarterly reports on Form 10-Q for the quarters ended September 28, 2012 and December 28, 2012;

(d) The description of the Registrant’s Common Stock, par value $0.01, which is contained in its registration statement on Form 10 filed under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such descriptions.

All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable

ITEM 8. EXHIBITS.

(a) The following exhibits are filed herewith

Exhibit Number	Description

4.1	Versar, Inc. Restated Employee 401(k) Plan.

4.2	Amendment to the Plan implementing automatic enrollment unless the participant makes a contrary election.

4.3	Amendment merging the Advent 401(k) Profit Sharing Plan and Trust with and in to the Plan.

4.4	Amendment to Plan implementing 1% automatic annual increase of deferral amount to all participants under 6% deferral rate effective January 1, 2013, until the deferral amount reaches a maximum cap of 6%.

4.5	Amendment to the Plan excluding employees who are already eligible to participate in the Charron Construction Consulting, Inc. 401(k) Plan.

4.6	Amendment to the Plan adding Roth Deferrals in the Contribution types and merging the Charron Construction Consulting, Inc. 401(k) Plan with and into the Plan.

Exhibit
Number	Description

5.1	Opinion of Paul Hastings LLP

23.1	Consent of Grant Thornton LLP

23.4	Consent of Paul Hastings LLP (contained in Exhibit 5.1)

24.1	Power of Attorney (contained on signature page hereto).

Item 9.Undertakings

The undersigned registrant hereby undertakes as follows:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to provisions pursuant to which the directors, officers or controlling persons may be indemnified by the registrant or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia on March 22, 2013.

	VERSAR, INC.

	By:	/s/ Anthony L. Otten
		Anthony L. Otten
		Chief Executive Officer

We, the undersigned officers and directors of Versar, Inc., hereby severally constitute Anthony L. Otten and Joshua Izenberg and each of them singly, our true and lawful attorneys with full power to them, to sign for us and in our names in the capacities indicated below, any and all amendments, including post-effective amendments, to this registration statement, and generally do all such things in our name and behalf in such capacities to enable Versar, Inc. to comply with the applicable provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or either of them, to any and all such amendments. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Anthony L. Otten	Chief Executive Officer and Director	March 22, 2013
Anthony L. Otten	(Principal Executive Officer)

	Executive Vice President, Chief	March 22, 2013
/s/ Cynthia A. Downes	Financial Officer and Treasurer
Cynthia A. Downes	(Principal Accounting Officer)

/s/ Paul J. Hoeper	Chairman and Director	March 22, 2013
Paul J. Hoeper

/s/ Robert L. Durfee	Director	March 22, 2013
Robert L. Durfee

/s/ James L. Gallagher	Director	March 22, 2013
James L. Gallagher

/s/ Amoretta M. Hoeber	Director	March 22, 2013
Amoretta M. Hoeber

/s/ Amir A. Metry	Director	March 22, 2013
Amir A. Metry

/s/ Ruth I. Dreessen	Director	March 22, 2013
Ruth I. Dreessen

/s/ Jeffrey A. Wagonhurst	Director	March 22, 2013
Jeffrey A. Wagonhust

Pursuant to the requirements of the Securities Act of 1933, the Versar, Inc. Employee 401(k) Plan has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia on March 22, 2013.

	VERSAR, INC. EMPLOYEE 401(K) PLAN

	By:	Anthony Otten
		Anthony Otten, Trustee

EXHIBITS

Exhibit
Number		Description
4.1		Versar, Inc. Restated Employee 401(k) Plan.

4.2		Amendment to the Plan implementing automatic enrollment unless the participant makes a contrary election.

4.3		Amendment merging the Advent 401(k) Profit Sharing Plan and Trust to the Plan.

4.4		Amendment to Plan implementing 1% automatic annual increase of deferral amount to all participants under 6% deferral rate effective January 1, 2013 until it reached the maximum cap of 6%.

4.5		Amendment to the Plan excluding employees who are already eligible to participate in the Charron Construction Consulting, Inc. 401(k) Plan.

4.6		Amendment to the Plan adding Roth Deferrals in the Contribution types and merging the Charron Construction Consulting, Inc. 401(k) Plan with and into the Plan.

5.1		Opinion of Paul Hastings LLP

23.1		Consent of Grant Thornton LLP


23.4		Consent of Paul Hastings LLP (contained in Exhibit 5.1)

24.1		Power of Attorney (contained on signature page hereto).

Nonstandardized 401(k) Plan

21.	AUTOMATIC DEFERRAL (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b)):

(a)

Do not apply.

(b)

Apply. The Automatic Deferral Effective Date is: June 1, 2010 (specify date). (Complete (1), (2), and (3). Choose (4) as applicable:

(1)

Automatic Deferral Amount: The Employer, as to each Participant affected, will withhold as the Automatic Deferral Amount, 3% from the Participant’s Compensation each payroll period unless the Participant makes a Contrary Election.

(2)

Participants affected. The Automatic Deferral applies to (Choose one of a, b, c, or d):

All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.

Election of at least Automatic Deferral Amount. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral amount.

No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the agreement.

New Participants. Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.

(3)

Scheduled increases. The Automatic Deferral Amount will or will not increase (as a percentage of Compensation) in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year in which the Automatic Deferral first applies to a Participant) as follows (Choose one of a, b, c, or d):

	a.	x	No scheduled increase. The Automatic Deferral Amount applies in all Plan Years.
	b.	¨	Scheduled increase. The Automatic Deferral Amount will increase as follows:

Plan Year of application to a Participant	Automatic Deferral Amount
1		3	%
2		3	%
3		4	%
4		5	%
5 and thereafter		6	%

Other scheduled increase. The Automatic Deferral Amount will increase as follows:

Plan Year of application to a Participant	Automatic Deferral Amount
____	____	%
____	____	%
____	____	%
____	____	%
____	____	%

(4) ¨

Describe Automatic Deferral:

[Note: Under Election 21(b)(4), the Employer may describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g. Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2008).]

22. CODA (3.02(C)). The CODA provisions of Section (3.02(C)) (Choose one of (a) or (b):

(a)	x	Do not apply.
(b)	¨	Apply. For each Plan Year for which the Employer makes a designated CODA contribution under Section (3.02(C), a Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit) of his/her proportionate share of that CODA contribution (Choose one of (1) or (2)):

	(1)	¨	All or any portion
	(2)	¨	_____________%

23. CATCH UP DEFERRALS (3.02(D)). A Catch Up Eligible Participant (Choose one of (a) or (b):

(a)	x	Permitted. May make Catch-Up Deferrals to the Plan.
(b)	¨	Not Permitted. May not Catch-Up Deferrals to the Plan.

Nonstandardized 401(k) Plan

EXECUTION PAGE

The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan and Trust.

	Employer:	Versar, Inc.
	Date:	05/24/2010
	Signed:	Lawrence W. Sinnott

	(Print Name and Title)

The trustee (and Custodian, if applicable), by executing this Adoption Agreement, hereby accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Prototype Plan and Trust. If the Employer under election 5(c) will use a separate Trust, the Trustee need not execute this Adoption Agreement.

Nondiscretionary Trustee(s):

Wachovia Bank, NA

	Date:	05/25/2010
	Signed:	Nancy Wheeler
	Nancy Wheeler, Vice President
	(Print Name and Title)

Nondiscretionary Trustee(s):

	Date:
	Signed:

	(Print Name and Title)

Custodian(s) (Optional):

	Date:
	Signed:

	(Print Name and Title)

Use of Adoption Agreement: Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer’s Plan. The Employer only may use this Adoption Agreement only in conjunction with the basic plan document referenced by its document number on Adoption Agreement page one.

Execution for Page Substitution Amendment Only: If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) _ 21 ___ effective June 1, 2010 , by substitute Adoption Agreement page number(s) _ 11_ . The Employer should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date may be retroactive or may be prospective as permitted under Applicable Law.]

Prototype Plan Sponsor: The Prototype Plan Sponsor identified on the first page of the basic plan document will notify all adopting Employers of any amendment to this Prototype Plan or of any abandonment or discontinuance by the Prototype Plan Sponsor of its maintenance of this Prototype Plan. For inquiries regarding the adoption of the Prototype Plan, the Prototype Plan Sponsors intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Prototype Plan Sponsor; please contact the Prototype Plan Sponsor at the following address and telephone number: 1525 W. WT Harris Blvd. Charlotte, NC 28262, 800-669-5812 .

Reliance on Sponsor Opinion Letter: The Prototype Plan Sponsor has obtained from the IRS an Opinion Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Opinion Letter, Code §401. An adopting Employer may rely on the Prototype Sponsor’s IRS Opinion Letter only to the extent provided in Rev. Proc. 2005-16. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter and in Rev. Proc. 2005-16, Sections 19.02 and 19.03. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

Nonstandardized 401(k) Plan

12. HOURS OF SERVICE : (1.31) The Plan credits Hours of Service for the following purposes (and to the Employees described in Elections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable):

			(1)		(2)	(3)	(4)
			All				Allocation
			Purposes		Eligibility	Vesting	Conditions

(a)	x	Actual Method. See Section 1.31 (A)(1).	x	or	¨	¨	¨
(b)	¨	Equivalency Method:___________	¨	or	¨	¨	¨
		(e.g., daily, weekly, etc.) See Section 1.31 (A)(2).
(c)	¨	Elapsed Time Method. See Section 1.31 (A)(3).	¨	or	¨	¨	¨
(d)	¨	Actual (hourly) and Equivalency (salaried).	¨	or	¨	¨	¨
		Actual Method for hourly paid Employees and Equivalency
		Method_________ (e.g., daily, weekly, etc.) for salaried Employees.
(e)	¨	Describe method:______________________________________________________________

[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d), or a combination thereof as to a Participant group and/or Contribution Type (e.g. For all purposes, Actual Method applies to office workers and Equivalency Method applies to truck drivers).]

13. ELECTIVE SERVICE CREDITING: (1.56(C)). The plan must credit Related Employer Service under Section 1.23(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.56(B). The Plan also elects under Section 1.56(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b)):

(a)	¨	Not applicable. No elective Predecessor Employer Service credit applies.

(b)	x	Applies. The plan credits the specific service with the following designated Predecessor Employers as service for the Employer for the purposes for the purposes indicted (Choose (1) and (2) as applicable. Complete (3). Choose (4) if applicable):

[Note: Any elective Service crediting under this election 13 must be nondiscriminatory.]

(1)	¨	All purposes. Credit Service for all purposes with Predecessor Employer(s):_______________________
		(Insert as many names as needed)

(2)	x	Designated purposes. Credit Service with the	(1)	(2)	(3)
		Following Predecessor Employer(s) for the designated
		purpose(s):			Contribution
			Eligibility	Vesting	Allocation

	a.	Employer: Science Management Corporation & Subsidiaries.	x	x	¨
		The Greenwood Partnership LP, Advent Environmental, Inc.
	b.	Employer:________________________________	¨	¨	¨
	c.	Employer:________________________________	¨	¨	¨

(3)	Time period. Under Elections 13(b)(1) or (2), the Plan credits (Choose one or more of a, b, and c, as applicable):

a.	x	All, All Service under Election(s) 13(b) 1 , regardless of when rendered.
b.	¨	Service after, All Service under Election(s) 13(b) ______, which is or was rendered after ________________
		(specify date).
c.	¨	Service before, All Service under Election(s) 13(b) ______, which is or was rendered before _____________
		(specify date).

(4)

Describe elective Predecessor Employer Service crediting: ____________________________________________

[Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 1(b)(1) through (3), or a combination thereof as to a Participant group and/or Contribution Type (e.g. For all purposes, credit service with X only on/after 1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions).]

Nonstandardized 401(k) Plan

EXECUTION PAGE

The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan and Trust.

	Employer:	Versar, Inc.
	Date:	01/4/2011
	Signed:	Lawrence W. Sinnott
		Trustee
	(Print Name and Title)

Nondiscretionary Trustee(s):

Wachovia Bank, NA

	Date:	01/7/2010

	Signed:	Nancy Wheeler

	Nancy Wheeler, Vice President
	(Print Name and Title)

Nondiscretionary Trustee(s):

	Date:

	Signed:


	(Print Name and Title)

Custodian(s) (Optional):

	Date:

	Signed:


	(Print Name and Title)

Execution for Page Substitution Amendment Only: If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) _ 13 ___ effective March 1, 2011 , by substitute Adoption Agreement page number(s) _ 6_ . The Employer should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date may be retroactive or may be prospective as permitted under Applicable Law.]

Reliance on Sponsor Opinion Letter: The Prototype Plan Sponsor has obtained from the IRS an Opinion Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Opinion Letter, Code €401. An adopting Employer may rely on the Prototype Sponsor’s IRS Opinion Letter only to the extent provided in Rev. Proc. 2005-16. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter and in Rev. Proc. 2005-16, Sections 19.02 and 19.03. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

AMENDMENT NUMBER JANUARY 1, 2013

VERSAR EMPLOYEE 401(K) PLAN

BY THIS AGREEMENT, Versar Employee 401 (K) Plan (herein referred to as the “Plan”) is hereby amended as follows, effective as of January 1, 2013, except as otherwise provided herein:

The section of the Adoption Agreement entitled “AUTOMATIC DEFERRAL” is amended as follows:

AUTOMATIC DEFERRAL (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b)):

(a)

¨ Do not apply.

(b)

x Apply. The Automatic Deferral Effective Date is: June 1, 2010 (specify date). (Complete (1), (2), and (3). Choose (4) as applicable:

(1)

(2)

Participants affected. The Automatic Deferral applies to (Choose one of a, b, c, or d):

All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.

New Participants. Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.

(3)

No scheduled increase. The Automatic Deferral Amount applies in all Plan Years.

Scheduled increase. The Automatic Deferral Amount will increase as follows:

Plan Year of application to a Participant	Automatic Deferral Amount
1		3	%
2		3	%
3		4	%
4		5	%
5 and thereafter		6	%

Other scheduled increase. The Automatic Deferral Amount will increase as follows:

Plan Year of application to a Participant	Automatic Deferral Amount
____		____	%
____		____	%
____		____	%
____		____	%
____		____	%

(4)

x Describe Automatic Deferral: Effective January 1, 2013 there will be a 1% Automatic Annual Increase to all participants under 6% deferral rate with the maximum being capped at 6%.

*******

This Amendment has been executed this 14th day of November 2012 .

	Versar, Inc.
	By:	Anthony L. Otten
		Employer
	Nondiscretionary Trustee: Wachovia Bank, N.A.
	By:	Nancy Wheeler

AMENDMENT NUMBER 1

VERSAR EMPLOYEE 401(K) PLAN

BY THIS AGREEMENT, Versar Employee 401(k) Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of July 16, 2012, except as otherwise provided herein:

The section of the Adoption Agreement entitled "EXCLUDED EMPLOYEES" is amended as follows:

EXCLUDED EMPLOYEES (1.21(D)) . The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a) or (b)) :

[ Note: Regardless of the Employer's elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3) and 1.23(D). ]

(a)

No Excluded Employees. All Employees are Eligible Employees as to all Contribution Types.

(b)

Exclusions. The following Employees are Excluded Employees (either as to all Contribution Types or to the designated Contribution Type) (Choose one or more of (1) through (7) as applicable) :

[ Note: For this Election 8, unless described otherwise in Election 8(b)(7), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions. ]

(1)

(2)

All

Elective

(3)

(4)

Contributions

Deferrals

Matching

Nonelective

(1)

No exclusions. No exclusions as to the designated Contribution Type.

N/A

(See Election 8(a))

(2)

Collective Bargaining (union) Employees.

As described in Code §410(b)(3)(A).

See Section 1.21(D)(1).

(3)

Non-Resident Aliens. As described in Code

§410(b)(3)(C). See Section 1.21(D)(2).

(4)

HCEs. See Section 1.21(E). See Election 30(e)

as to exclusion of some or all HCEs from Safe Harbor Contributions.

(5)

Hourly paid Employees.

(6)

Part-Time/Temporary/Seasonal Employees. See Section 1.21(D)(4). A Part-Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than (specify a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period.

[ Note: If the Employer under Election 8(b)(6) elects to treat Part-Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.21(D)(4) .]

(7)

Describe exclusion category and/or Contribution Type: Davis-Bacon Act Employees, "employees who are already eligible to participate in the Charron Construction Consulting, Inc. 401(k) Plan" (e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

[ Note: Any exclusion under Election 8(b)(7), except as to Part-Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service. ]

* * * * * * *

This Amendment has been executed this 31 ^st day of July , 2012 .

	Versar, Inc.

	By	Cynthia A. Downes
		EMPLOYER

	Nondiscretionary Trustee: Wachovia Bank, N.A.

	By

AMENDMENT NUMBER 2

VERSAR EMPLOYEE 401(K) PLAN

BY THIS AGREEMENT, Versar Employee 401(k) Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of September 1, 2012, except as otherwise provided herein:

The section of the Adoption Agreement entitled "CONTRIBUTION TYPES" is amended as follows:

CONTRIBUTION TYPES (1.12) . The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan/Trust (Choose one or more of (a) through (h) as applicable. Choose (i) if applicable) :

(a)	x	Pre-Tax Deferrals. See Section 3.02 and Elections 20-23.

(b)	x	Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [ Note: The Employer may not limit Elective Deferrals to Roth Deferrals only .]

(c)	¨	Matching. See Sections 1.34 and 3.03 and Elections 24-26. [ Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2). ]

(d)	¨	Nonelective. See Sections 1.37 and 3.04 and Elections 27-29. [ Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2). ]

(e)	x	Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch-Up Deferrals. See Section 3.05.

(f)	¨	Employee (after-tax). See Section 3.09 and Election 35.

(g)	¨	SIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. The Employer operationally will elect for each Plan Year to make a SIMPLE Matching Contribution or a SIMPLE Nonelective Contribution as described in Section 3.10(E). The Employer must notify Participants of the Employer's SIMPLE contribution election and of the Participants' deferral election rights and limitations within a reasonable period of time before the 60th day prior to the beginning of the Plan Year. [ Note: The Employer electing 6(g) may not elect any other Contribution Types except under Elections 6(a), 6(b), and 6(h). ]

(h)	¨	Designated IRA. See Section 3.12 and Election 36.

(i)	¨	None (frozen plan). The Plan is/was frozen effective as of: . See Sections 3.01(J) and 11.04.

[ Note: Elections 20 through 30 and Elections 35 through 37 do not apply to any Plan Year in which the Plan is frozen. ]

The section of the Adoption Agreement entitled "EXCLUDED EMPLOYEES" is amended as follows:

EXCLUDED EMPLOYEES (1.21(D)) . The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a) or (b)) :

(a)	¨	No Excluded Employees. All Employees are Eligible Employees as to all Contribution Types.

(b)	x	Exclusions. The following Employees are Excluded Employees (either as to all Contribution Types or to the designated Contribution Type) (Choose one or more of (1) through (7) as applicable) :

			(1)		(2)
			All		Elective	(3)	(4)
			Contributions		Deferrals	Matching	Nonelective

(1)	¨	No exclusions. No exclusions as to the designated Contribution Type.	N/A (See Election 8(a))		¨	¨	¨
(2)	x	Collective Bargaining (union) Employees. As described in Code §410(b)(3)(A). See Section 1.21(D)(1).	x	OR	¨	¨	¨
(3)	x	Non-Resident Aliens. As described in Code §410(b)(3)(C). See Section 1.21(D)(2).	x	OR	¨	¨	¨

(4)	¨	HCEs. See Section 1.21(E). See Election 30(e) as to exclusion of some or all HCEs from Safe Harbor Contributions.	¨	OR	¨	¨	¨
(5)	¨	Hourly paid Employees.	¨	OR	¨	¨	¨
(6)	¨	Part-Time/Temporary/Seasonal Employees.	¨	OR	¨	¨	¨
		See Section 1.21(D)(4). A Part-Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than ______ (specify a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period.

(7) x Describe exclusion category and/or Contribution Type: Davis-Bacon Act Employees ___________ (e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

3. The section of the Adoption Agreement entitled "ELECTIVE SERVICE CREDITING" is amended as follows:

ELECTIVE SERVICE CREDITING (1.56(C)) . The Plan must credit Related Employer Service under Section 1.23(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.56(B). The Plan also elects under Section 1.56(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b)) :

(a)	¨	Not applicable. No elective Predecessor Employer Service crediting applies.

(b)	x	Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (Choose (1) and (2) as applicable. Complete (3). Choose (4) if applicable) :

[ Note: Any elective Service crediting under this Election 13 must be nondiscriminatory .]

	(1)	¨	All purposes. Credit Service for all purposes with Predecessor Employer(s): _________________
			(insert as many names as needed) .

(2)	x	Designated purposes. Credit Service with the following Predecessor Employer(s) for the designated purpose(s):			(3)
			(1)	(2)	Contribution
			Eligibility	Vesting	Allocation

	a.	Employer: Science Management Corporation &	x	x	¨
		Subsidiaries, The Greenwood Partnership LP, Advent
		Environmental, Inc., Charron Construction Consulting, Inc. _________
	b.	Employer: _______________	¨	¨	¨
	c.	Employer: ______________	¨	¨	¨

(3)	Time period. Under Elections 13(b)(1) or (2), the Plan credits (Choose one or more of a., b., and c. as applicable) :

All. All Service under Election(s) 13(b) 1 , regardless of when rendered.

Service after. All Service under Election(s) 13(b) ________, which is or was rendered after: _________

(specify date) .

Service before. All Service under Election(s) 13(b) ________, which is or was rendered before: __________

(specify date) .

(4)

Describe elective Predecessor Employer Service crediting: ___________ .

[ Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 13(b)(1) through (3), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit service with X only on/after 1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions). ]

* * * * * * *

This Amendment has been executed this ______ 2 ________day of _______August , 2013______.

	Versar, Inc.

	By	Cynthia A. Downes
		EMPLOYER

	Nondiscretionary Trustee: Wachovia Bank, N.A.

	By

March 22, 2013

Versar, Inc.

6850 Versar Center

Springfield, VA 22151

Re:	Versar, Inc.
	Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested our opinion, as counsel for Versar, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) registering an aggregate of 403,302 shares of the Company’s common stock, $0.01 par value per share (comprised of 103,302 shares previously registered and the registration of 300,000 additional shares) for issuance or sale pursuant to the Versar, Inc. Employee 401(k) Plan (the “Plan”).

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:

	(i)	the Registration Statement;

(ii)

the Plan;

(iii)

the certificate of incorporation of the Company, certified as of February 28, 2013 by the Secretary of State of the State of Delaware and the by-laws of the Company as presently in effect as certified by the Secretary of the Company as of the date hereof;

(iv)

a certificate of the Secretary of State of the State of Delaware as to the incorporation and good standing of the Company under the laws of the State of Delaware as of February 28, 2013 (the “Good Standing Certificate”); and

(v)

a Certificate of the Secretary of the Company certifying that the Plan was approved by the Company’s Board of Directors and the Company’s stockholders, as required by law or regulation.

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as basis for the opinion set forth herein.

Versar, Inc.

March 22, 2013

Page 2

In such examination and in rendering the opinion expressed below, we have assumed: (i) the genuineness of all signatures on all documents submitted to us; (ii) the authenticity and completeness of all documents, corporate records, certificates and other instruments submitted to us; (iii) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, corporate records, certificates and other instruments, and that all such original documents, corporate records, certificates and other instruments were authentic and complete; (iv) the legal capacity of all individuals executing documents; and (v) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion are true and correct and that there has not been any change in the good standing status of the Company from that reported in the Good Standing Certificate. As to all questions of fact material to this opinion we have relief (without independent investigation) upon certificates or comparable documents of officers and representatives of the Company.

Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this letter. We have been engaged by the Company only in connection with specified matters, and do not represent the Company with respect to all legal matters or issues. The Company employs other independent counsel and handles certain legal matters and issues without the assistance of independent counsel.

Based on the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that the 300,000 additional shares covered by the Registration Statement, when issued or sold in accordance with the terms of the Plan (including receipt of the full purchase price therefore), will be validly issued, fully-paid and nonassessable.

We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, the General Corporate Law of the State of Delaware (including all applicable provisions of the Delaware Constitution and all reported judicial decisions interpreting such laws). This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.

This opinion has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion speaks as of the date hereof. We assume no obligation to advise you of any change in the foregoing subsequent to the effectiveness of the Registration Statement even though the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.

We hereby consent to being named as counsel to the Company in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Paul Hastings LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated September 18, 2012, with respect to the consolidated financial statements and schedule included in the Annual Report on Form 10-K for the year ended June 29, 2012 of Versar, Inc., which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.

/s/ Grant Thornton LLP

McLean, Virginia

March 22, 2013