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
1
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
Exhibit 4.1
FIRST AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT (the “Amendment”), dated as of February 4, 2021, is entered into by and between TSR, Inc. (the “Corporation”) and Continental Stock Transfer & Trust Company (the “Rights Agent”).
RECITALS
A. The Corporation and the Rights Agent entered into that certain Amended & Restated Rights Agreement dated as of August 29, 2018 and amended and restated as of September 3, 2019 (the “Rights Agreement”).
B. Pursuant to Section 26 of the Rights Agreement, for as long as the Rights are then redeemable, the Corporation may in its sole and absolute discretion, and the Rights Agent shall if the Corporation so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of the Rights.
C. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Rights Agreement.
NOW, THEREFORE, the parties hereto, intending legally to be bound, hereby agree as follows:
1. Amendment to the Rights Agreement. Section 3(b) of the Rights Agreement is hereby amended by inserting the following sentence as the second to last sentence in this section: “A Distribution Date shall not occur solely as a result of QAR Industries, Inc.’s acquisition of shares of Common Stock owned by Fintech Consulting LLC pursuant to that certain share purchase agreement dated January 31, 2021.”
2. Ratification of Agreement. Except as expressly modified by this Amendment, all of the provisions of the Rights Agreement are hereby approved, confirmed and ratified.
3. Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts will be construed together and will constitute one agreement. Further, this Amendment may be executed by transfer of an originally signed document by e-mail in PDF format or other electronic means, any of which will be as fully binding as an original document.
4. Effective Date. Upon execution by both parties hereto, this Amendment shall be effective as of January 5, 2021.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the date first above written.
| TSR, INC. | ||
| By: | /s/ Bradley M. Tirpak | |
| Name: | Bradley M. Tirpak | |
| Title: | Chairman | |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
| By: | /s/ Erika Young | |
| Name: | Erika Young | |
| Title: | Vice President and Account Administrator | |