Current Report Filing (8-k)
April 06 2020 - 4:01PM
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:
April 1, 2020
TSR,
Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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00-8656
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13-2635899
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange On Which Registered
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Common Stock, par value $0.01 per share
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TSRI
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NASDAQ Capital Market
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Preferred Share Purchase Rights1
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1Registered 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, 2019), the Preferred Share Purchase rights will be transferred only with the share of the registrant’s
Common Stock to with 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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement
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On April 1, 2020, the Company
entered into a binding term sheet (“Term Sheet”) with Zeff Capital, L.P. (“Zeff”) pursuant to which they
agreed to pay Zeff an amount of $900,000 over a period of three years in cash or cash and stock in settlement of expenses incurred
by Zeff during its solicitations in 2018 and 2019 in connection with the annual meetings of the Company, the costs incurred in
connection with the litigation initiated by and against the Company as well as negotiation, execution and enforcement of the Settlement
and Release Agreement, dated as of August 30, 2019, by and between the Company, Zeff and certain other parties. The parties intend
to enter into definitive documents for the settlement. However, the binding Term Sheet shall remain in full force and effect until
such time as the definitive documents are executed by the parties or until the Term Sheet is terminated by mutual consent of the
parties.
The
foregoing descriptions of the terms and conditions of the Term Sheet do not purport to be complete and are qualified in their entirety
by the full text of the Term Sheet, which is attached to this Current Report as Exhibit 10.1 and incorporated into this Current
Report by reference.
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Item 9.01
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Financial Statements and Exhibits.
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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.
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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 6, 2020
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