TSR, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-12-26: Form 8-K; Period of report 2018-12-21; Description 8.01 Other Events; Details 8.01.
- 2018-12-07: Form 8-K; Period of report 2018-12-04; Description 8.01 Other Events; Details 8.01.
- 2018-11-28: Form 8-K; Period of report 2018-11-27; Description 8.01 Other Events; Details 8.01.
- 2018-11-21: Form 8-K; Period of report 2018-11-14; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-12-26 | 8-K | 2018-12-21 | 8.01 Other Events | 8.01 On December 26, 2018, TSR, Inc. (“TSR” or the “Company”) issued a press release announcing that it filed a complaint in the United Stated District Court, Southern District of New York, against Zeff Capital, L.P., Zeff Holding Company, LLC, Daniel Zeff, QAR Industries, Inc., Robert Fitzgerald, Fintech Consulting LLC d/b/a ApTask, and Tajuddin Haslani for violations of the disclosure and anti-fraud requirements of the federal securities laws under Sections 13(d) and 14(a) of the Securities Exchange Act of 1934 (“Exchange Act”), and the related rules and regulations promulgated by the Securities and Exchange Commission (“SEC”), for failing to disclose to the Company and its stockholders their formation of a group and the group’s intention to seize control of TSR. | f8k122118_tsrinc.htm |
| 2018-12-07 | 8-K | 2018-12-04 | 8.01 Other Events | 8.01 On December 7, 2018, TSR, Inc. (“TSR” or the “Company”) issued a press release announcing an update to the Company’s previously announced strategic alternatives process. | f8k120418_tsrinc.htm |
| 2018-11-28 | 8-K | 2018-11-27 | 8.01 Other Events | 8.01 On November 16, 2018, the Board of Directors (the “Board”) of TSR, Inc. (“TSR” or the “Company”) received a letter from Robert Fitzgerald, president of stockholder QAR Industries, Inc. (“QAR”), dated November 14, 2018, containing a non-binding offer to acquire all of the common stock of the Company not already owned by QAR for $6.25 per share (the “non-binding offer”). | f8k112718_tsrinc.htm |
| 2018-11-21 | 8-K | 2018-11-14 | 8.01 Other Events | 8.01 On November 21, 2018, TSR, Inc. (“TSR” or the “Company”) issued a press release announcing that the Board of Directors of the Company (the “Board”) had received a letter from Robert Fitzgerald, president of stockholder QAR Industries, Inc. (“QAR”), dated November 14, 2018, containing a non-binding offer to acquire all of the common stock of the Company not already owned by QAR for $6.25 per share. | f8k111418_tsrinc.htm |
| 2018-11-19 | 8-K | 2018-11-16 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 TSR, Inc. (the “Company”) previously entered into an Employment Agreement (the “Employment Agreement”) with John G. Sharkey, the Vice President, Finance, Controller and Secretary of the Company, effective as of June 1, 2015. 5.02 On November 16, 2018, the Company and John G. Sharkey, the Vice President, Finance, Controller and Secretary of the Company, entered into the Letter Amendment that amends the Employment Agreement between the Company and Mr. Sharkey. | f8k111618_tsrinc.htm |
| 2018-11-08 | 8-K | 2018-11-07 | 8.01 Other Events | 8.01 On November 7, 2018, TSR, Inc. (“TSR” or the “Company”) received notice of a complaint filed in the Delaware Court of Chancery on November 6, 2018, by Susan Paskowitz, a stockholder of TSR. | f8k110718_tsrinc.htm |
| 2018-11-06 | 8-K | 2018-11-06 | 8.01 Other Events | 8.01 On November 6, 2018, TSR, Inc. (“TSR” or the “Company”) issued a press release announcing that the Board of Directors of the Company (the “Board”) had determined to postpone the Annual Meeting of Stockholders (“the 2018 Annual Meeting”), which was originally scheduled to be held on November 28, 2018. | f8k110618_tsrinc.htm |
| 2018-11-05 | 8-K | 2018-10-16 | 8.01 Other Events | 8.01 TSR, Inc. (“TSR” or the “Company”) has received notice of two recently filed lawsuits. | f8k101618_tsrinc.htm |
| 2018-09-20 | 8-K | 2018-09-17 | 8.01 Other Events | 8.01 On September 17, 2018, the Board of Directors (the “Board”) of TSR, Inc. (“TSR” or the “Company”) appointed Ira D. Cohen as a member of the Special Committee of the Board, and subsequently designated Mr. Cohen as Chairman of the Special Committee. | f8k091718_tsrinc.htm |
| 2018-09-12 | 8-K | 2018-09-12 | 8.01 Other Events | 8.01 On September 12, 2018, TSR, Inc. (“TSR” or the “Company”) filed with the United States Securities and Exchange Commission (the “SEC”) (a) a letter from the Company’s Chairman of the Board of Directors (the “Board”); and (b) a letter from the Chair of the Compensation Committee of the Company’s Board of Directors, each in response to certain questions presented in a letter to the Company’s Board of Directors from QAR Industries, Inc., a stockholder of the Company, dated August 27, 2018 and filed with the SEC on Form 13D/A on August 28, 2018 and a letter dated August 31, 2018 to the Company’s Board of Directors from Fintech Consulting, LLC, a stockholder of the Company. | f8k091218_tsrinc.htm |
| 2018-09-10 | 8-K/A | 2018-08-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 27, 2018, Regina Dowd tendered her letter of resignation from the Company’s Board of Directors, effective immediately. | f8k082718a2_tsrinc.htm |
| 2018-09-05 | 8-K | 2018-08-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 31, 2018, the Board of Directors (the “Board”) of TSR, Inc. (the “Company”) approved the appointment of Ira Cohen as a Class I member of the Board to fill the vacancy created as a result of the resignation of Regina Dowd on August 27, 2018. | f8k083118_tsrinc.htm |
| 2018-08-31 | 8-K/A | 2018-08-27 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 The information set forth in Items 1.01 of this Amendment is incorporated herein by reference. | f8k082718a1_tsrinc.htm |
| 2018-08-29 | 8-K | 2018-08-27 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 On August 27, 2018, Regina Dowd resigned her position as a member of the Board, effective immediately. 5.03 On August 27, 2018, the Board approved an amendment to the Company’s Amended and Restated By-laws to provide that special meetings of the Company’s stockholders may be called by the Company’s President and shall be called by the President or Secretary at the request in writing of a majority of the Board. 8.01 On August 29, 2018, the Company issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | f8k082718_tsrinc.htm |
| 2018-08-14 | 8-K | 2018-08-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k080918_tsrinc.htm |
| 2018-07-30 | 8-K | 2018-07-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 27, 2018, the Board of Directors (the “Board”) of TSR, Inc. (the “Company”) voted in favor of increasing the number of directors constituting the full Board from five (5) to seven (7) and to apportion the new directorships to Class II and Class III directorships. | f8k072718_tsrinc.htm |
| 2018-07-25 | 8-K | 2018-07-24 | 5.01 Changes in Control of Registrant | 5.01 On July 24, 2018 TSR, Inc. (the “Company” or the “Issuer”) became aware that Joseph Hughes and Winifred Hughes filed Amendments to Statements on Schedule 13D (the “Schedules 13D”) with the United States Securities and Exchange Commission on that date. | f8k072418_tsrinc.htm |
| 2018-07-18 | 8-K | 2018-07-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 17, 2018, the Board of Directors (the “Board”) of TSR, Inc. (the “Company”) approved the appointment of Eric M. Stein as a Class II member of the Board to fill the vacancy created as a result of the resignation of James J. Hill on July 9, 2018, for a term to expire upon the expiration of the term of Class II directors in 2020 or until his successor is elected and qualifies. | f8k071718_tsrinc.htm |
| 2018-07-13 | 8-K | 2018-07-12 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On July 11, 2018, TSR, Inc. (the “Company”) notified the Listing and Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that, as of July 9, 2018, as a result of the resignation of James J. Hill from the Company’s Board of Directors (the “Board”) and all committees of the Board on which he served, (a) only two of the four remaining members of the Board qualify as “Independent Directors” within the meaning of the Nasdaq Stock Market Rules, and (b) there are only two remaining members of the Audit Committee of the Board. | f8k071218_tsrinc.htm |
| 2018-07-10 | 8-K | 2018-07-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On July 9, 2018, James J. Hill resigned his position as a member of the Board of Directors (the “Board”) of TSR, Inc. (the “Company”) and his positions on the Audit Committee, Compensation Committee and Nominating Committee of the Board, effective immediately. 8.01 As previously disclosed, on June 25, 2018, the Company received a letter from James Hughes on behalf of Joseph F. Hughes and Winifred M. Hughes, in which Joseph F. Hughes and Winifred M. Hughes requested that the Board pursue a sale of the Company. | f8k070918_tsrinc.htm |
| 2018-06-26 | 8-K | 2018-06-25 | 8.01 Other Events | 8.01 On June 25, 2018, TSR, Inc. (“TSR” or the “Company”) received a letter from James Hughes on behalf of Joseph F. Hughes and Winifred M. Hughes, in which Joseph F. Hughes and Winifred M. Hughes requested that the Company’s Board of Directors (the “Board”) pursue a sale of the Company. | f8k062518_tsrinc.htm |