TSR, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-31: Form 8-K; Period of report 2019-12-30; Description 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; Details 5.02.
- 2019-12-17: Form 8-K; Period of report 2019-12-16; Description 8.01 Other Events; Details 8.01.
- 2019-12-02: Form 8-K; Period of report 2019-11-27; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2019-11-26: Form 8-K; Period of report 2019-11-25; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-31 | 8-K | 2019-12-30 | 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 | 5.02 Effective December 30, 2019, William J. Kelly, Brian J. Mangan, Joseph Pennacchio and Eric M. Stein resigned as members of the board of directors (the “Board”) of TSR, Inc. (the “Company”), and Christopher Hughes resigned as Chairman and member of the Board. 5.03 On December 30, 2019, the Company adopted an amendment (the “By-law Amendment”) to the Company’s Amended and Restated By-laws, as amended (the “By-laws”). | f8k123019_tsrinc.htm |
| 2019-12-17 | 8-K | 2019-12-16 | 8.01 Other Events | 8.01 On December 16, 2019, TSR, Inc. (“TSR” or the “Company”) entered into a Stipulation and Agreement of Settlement (the “Stipulation”) with plaintiff Susan Paskowitz in the previously disclosed shareholder litigation filed by Ms. Paskowitz on October 11, 2018 in the Supreme Court of the State of New York, Queens County (the “Court”) with the caption Susan Paskowitz, on Behalf of Herself and All Others Similarly Situated, as Plaintiff, v. | f8k121619_tsrinc.htm |
| 2019-12-02 | 8-K | 2019-11-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 27, 2019, TSR, Inc. (“TSR”) closed on a revolving credit facility (the “Credit Facility”) pursuant to a Loan and Security Agreement with Access Capital, Inc. (the “Lender”) that provides up to $7,000,000 in funding to TSR and its direct and indirect subsidiaries, TSR Consulting Services, Inc., Logixtech Solutions, LLC and Eurologix, S.A.R.L., each of which together with TSR is a borrower under the Credit Facility. | f8k112719_tsrinc.htm |
| 2019-11-26 | 8-K | 2019-11-25 | 8.01 Other Events | 8.01 On November 25, 2019, the board of directors of TSR, Inc. (“TSR”) approved a revolving credit facility (the “Credit Facility”) that will provide up to $7,000,000 in funding to TSR and its direct and indirect subsidiaries, TSR Consulting Services, Inc., Logixtech Solutions, LLC and Eurologix, S.A.R.L., each of which together with TSR would be a borrower under the Credit Facility. | f8k112519_tsrinc.htm |
| 2019-10-25 | 8-K | 2019-10-21 | 8.01 Other Events | 8.01 On October 21, 2019, TSR, Inc. (“TSR” or the “Company”) entered into a Memorandum of Understanding (“MOU”) with plaintiff Susan Paskowitz providing for the settlement of the previously disclosed lawsuit filed by Ms. Paskowitz on October 11, 2018 in the Supreme Court of the State of New York, Queens County, against the Company, Joseph F. Hughes and Winifred M. Hughes, certain current and former directors of the Company and TSR stockholders Zeff Capital, L.P. (“Zeff”), QAR Industries, Inc. (“QAR”) and Fintech Consulting LLC (“Fintech”, and together with Zeff and QAR, the “Investor Parties”) (the “Settlement”). | f8k102119_tsrinc.htm |
| 2019-10-23 | 8-K | 2019-10-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) of TSR, Inc. (the “Company”) was held on October 22, 2019. | f8k102219_tsrinc.htm |
| 2019-10-21 | 8-K | 2019-10-21 | 8.01 Other Events | 8.01 As previously disclosed, on August 30, 2019, TSR, Inc. (“TSR” or the “Company”), entered into a settlement and release agreement (the “Settlement Agreement”) and share repurchase agreement (the “Repurchase Agreement”) with certain investor parties, including Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff, QAR Industries, Inc. and Robert Fitzgerald, and Fintech Consulting, LLC and Tajuddin Haslani (collectively, the “Investor Parties”), with respect to the previous proxy contest and all disputes and pending litigation between the Company and the Investor Parties. | f8k102119_tsrinc.htm |
| 2019-09-05 | 8-K | 2019-08-30 | 5.08 Shareholder Director Nominations | 5.08 As previously disclosed, on August 30, 2019, TSR, Inc. (“TSR” or the “Company”), entered into a settlement and release agreement (the “Settlement Agreement”) and share repurchase agreement (the “Repurchase Agreement”) with certain investor parties, including Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff, QAR Industries, Inc. and Robert Fitzgerald, and Fintech Consulting, LLC and Tajuddin Haslani (collectively, the “Investor Parties”), with respect to the previous proxy contest and all disputes and pending litigation between the Company and the Investor Parties. | f8k083019_tsrinc.htm |
| 2019-09-03 | 8-K | 2019-08-30 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On August 30, 2019, TSR, Inc. (“TSR” or the “Company”) entered into a settlement and release agreement (the “Settlement Agreement”) with certain investor parties, including Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff, QAR Industries, Inc. and Robert Fitzgerald, and Fintech Consulting, LLC and Tajuddin Haslani (collectively, the “Investor Parties”) with respect to the previous proxy contest and all disputes and pending litigation between the Company and the Investor Parties. 5.03 As described above, in connection with the Settlement Agreement, the Company adopted an amendment to the Company’s Amended and Restated By-Laws of the Company, dated April 9, 2015, to reflect the terms of the Settlement Agreement. | f8k083019_tsrinc.htm |
| 2019-08-09 | 8-K | 2019-08-07 | 8.01 Other Events | 8.01 On July 19, 2019, TSR, Inc. (the “Company”) announced that it had rescheduled the 2018 annual meeting of stockholders of the Company (the “2018 Annual Meeting”), originally scheduled for November 28, 2018, to September 13, 2019. | f8k080719_tsrinc.htm |
| 2019-07-25 | 8-K | 2019-07-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 3, 2019, TSR, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), which indicated that the Company was not in compliance with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) as a result of not having held an annual meeting of stockholders within 12 months of the end of the Company’s fiscal year on May 31, 2018. | f8k072319_tsrinc.htm |
| 2019-07-19 | 8-K | 2019-07-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.08 Shareholder Director Nominations | 3.01 On June 3, 2019, TSR, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), which indicated that the Company was not in compliance with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) as a result of not having held an annual meeting of stockholders within 12 months of the end of the Company’s fiscal year on May 31, 2018. 5.08 As described under Item 3.01 above, pursuant to the plan of compliance submitted by the Company to Nasdaq on July 17, 2019, the Company intends to hold its 2018 annual meeting of stockholders on September 13, 2019. | f8k071719_tsrinc.htm |
| 2019-06-04 | 8-K | 2019-06-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 3, 2019, TSR, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) as a result of not having held an annual meeting of stockholders within 12 months of the end of the Company’s fiscal year on May 31, 2018. | f8k060319_tsrinc.htm |
| 2019-05-24 | 8-K | 2019-05-24 | 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 On May 24, 2019, TSR, Inc. (the “Company”) and John G. Sharkey, Vice President-Finance, Controller and Secretary of the Company, entered into an Amended and Restated Employment Agreement, which will become effective on June 1, 2019 (the “Amended and Restated Employment Agreement”). 5.02 On May 24, 2019, the Company and John G. Sharkey, Vice President-Finance, Controller and Secretary of the Company, entered into the Amended and Restated Employment Agreement, which will become effective on June 1, 2019. | f8k052419_tsrinc.htm |
| 2019-05-09 | 8-K | 2019-05-06 | 8.01 Other Events | 8.01 TSR, Inc. (“TSR” or the “Company”) previously disclosed the filing of a complaint in the Supreme Court of the State of New York, Queens County, by Susan Paskowitz, a stockholder of the Company, against the Company; Joseph F. and Winifred M. Hughes; current and former TSR directors Christopher Hughes, Raymond A. Roel, Brian J. Mangan, Regina Dowd, James J. Hill, William Kelly, and Eric Stein; as well as stockholders Zeff Capital, L.P. (“Zeff”), QAR Industries, Inc. (“QAR”), and Fintech Consulting LLC (“Fintech”). | f8k050619_tsrinc.htm |
| 2019-04-30 | 8-K | 2019-04-25 | 8.01 Other Events | 8.01 On April 25, 2019, a stipulation of dismissal (the “Stipulation of Dismissal”) was filed in the Delaware Court of Chancery in which the parties to two complaints involving TSR, Inc. (the “Company”) and members of the Company’s board of directors (the “Board”) agreed to the dismissal of all claims asserted by and against the parties in those complaints, without prejudice, which does not bar the claims from being re-asserted. | f8k042519_tsr.htm |