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| CIK | 98338 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TSR, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38838 TSR, INC. (Exact name of registrant as specified in its charter) |
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| July 9, 2024 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff c/o Zeff Holding Company, LLC 145 S. Fairfax Ave. Los Angeles, CA 90036 (Name, Address and Telephone Number of Person |
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| June 28, 2024 |
TSRI / TSR, Inc. / QAR Industries, Inc. - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea0208492-13da6qartsrinc.htm AMENDMENT NO. 6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) QAR Industries, Inc. 101 SE 25th Avenue Mineral Wells, Texa |
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| June 28, 2024 |
As filed with the Securities and Exchange Commission on June 28, 2024 As filed with the Securities and Exchange Commission on June 28, 2024 Registration No. |
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| June 28, 2024 |
As filed with the Securities and Exchange Commission on June 28, 2024 As filed with the Securities and Exchange Commission on June 28, 2024 Registration No. |
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| June 28, 2024 |
Exhibit (a)(5)(O) Justin Christian, CEO of BCforward, and Vienna Parent Corporation Complete Tender Offer for Outstanding Shares of TSR, Inc. |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) TSR, INC. (Name of Subject Company (issuer)) VIENNA ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of VIENNA PARENT CORPORATION (Parent of Offeror) JUSTIN CHRISTIAN (Affiliate of Parent an |
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| June 28, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TSR, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TSR, INC. 1. The name of the Corporation is: TSR, INC. 2. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: National Registered Agents, Inc. 3. The nature of the business and the purpose |
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| June 28, 2024 |
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 Report (Date of earliest event reported): June 28, 2024 TSR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38838 13-2635899 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Inc |
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| June 28, 2024 |
Exhibit 99.1 Justin Christian, CEO of BCforward, and Vienna Parent Corporation Complete Tender Offer for Outstanding Shares of TSR, Inc. INDIANAPOLIS, IN & HAUPPAUGE, NY — June 28, 2024 — Vienna Parent Corporation, a newly formed special purpose entity (“Vienna Parent”) formed by Justin Christian, announced today that its wholly owned subsidiary, Vienna Acquisition Corporation (the “Purchaser”), |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) TSR, INC. (Name of Subject Company) TSR, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number of Cl |
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| June 28, 2024 |
As filed with the Securities and Exchange Commission on June 28, 2024 As filed with the Securities and Exchange Commission on June 28, 2024 Registration No. |
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| June 28, 2024 |
Second Amended and Restated BYLAWS TSR, Inc. TABLE OF CONTENTS Exhibit 3.2 Second Amended and Restated BYLAWS OF TSR, Inc. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice Of Stockholders’ Meetings 2 2.5 Manner Of Giving Notice; Affidavit Of Notice 2 2.6 Quorum 2 2.7 Adjourned Meeting; Notice 2 2.8 Organization; Conduct of Busi |
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| June 28, 2024 |
As filed with the Securities and Exchange Commission on June 28, 2024 As filed with the Securities and Exchange Commission on June 28, 2024 Registration No. |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TSR, INC. (Name of Subject Company) TSR, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number of Cl |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TSR, INC. (Name of Subject Company) TSR, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number of Cl |
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| June 14, 2024 |
June 14, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) TSR, INC. (Name of Subject Company (issuer)) VIENNA ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of VIENNA PARENT CORPORATION (Parent of Offeror) JUSTIN CHRISTIAN (Affiliate of Parent an |
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| May 30, 2024 |
Exhibit (e)(15) January 1, 2023 Mohammed Shah Syed 90 Russell Street Woodbridge, NJ 07095 Dear Shah: TSR, Inc. |
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| May 30, 2024 |
Exhibit (d)(4) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the “Agreement”) is entered into by and between FOCUS Investment Banking LLC, with its principal place of business at 8065 Leesburg Pike, Suite 750, Vienna, VA 22l82 USA, and Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
FIRST AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT Exhibit (e)(6) FIRST AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT This First Amendment to Due Diligence and Exclusivity Agreement (“First Amendment”) is effective as of March 11, 2024, by and between Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 TSR, Inc. (Name of Subject Company) TSR, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number of Class of Securities |
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| May 30, 2024 |
DUE DILIGENCE AND EXCLUSIVITY AGREEMENT Exhibit (e)(5) DUE DILIGENCE AND EXCLUSIVITY AGREEMENT This Due Diligence and Exclusivity Agreement (this “Agreement”) is dated as of January 10, 2024 (the “Effective Date”), by and between Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
SECOND AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT Exhibit (d)(7) SECOND AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT This Second Amendment to Due Diligence and Exclusivity Agreement (“Second Amendment”) is effective as of March 26, 2024, by and between Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TSR, INC. (Name of Subject Company (issuer)) VIENNA ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of VIENNA PARENT CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, i |
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| May 30, 2024 |
Exhibit (e)(18) Execution Version THIS EMPLOYMENT AGREEMENT (hereinafter “Agreement”), is entered into this 15th day of May, 2024, to be effective upon the consummation of the Merger (as defined herein) by and between TSR, Inc. |
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| May 30, 2024 |
ADDENDUM TO EMPLOYMENT AGREEMENT Exhibit (e)(16) ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum supplements and replaces certain terms to the Employment Agreement between TSR, Inc. |
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| May 30, 2024 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of TSR, INC. |
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| May 30, 2024 |
Exhibit (e)(4) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the “Agreement”) is entered into by and between FOCUS Investment Banking LLC, with its principal place of business at 8065 Leesburg Pike, Suite 750, Vienna, VA 22182 USA, and Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
THIRD AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT Exhibit (e)(8) THIRD AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT This Third Amendment to Due Diligence and Exclusivity Agreement (“Third Amendment”) is effective as of April 9, 2024, by and between Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
DUE DILIGENCE AND EXCLUSIVITY AGREEMENT Exhibit (d)(5) DUE DILIGENCE AND EXCLUSIVITY AGREEMENT This Due Diligence and Exclusivity Agreement (this “Agreement”) is dated as of January 10, 2024 (the “Effective Date”), by and between Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO TSR, INC. (Name of Subject Company (issuer)) VIENNA ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of VIENNA PARENT CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) Table 1-Transaction Valuation Transaction Valuation* Fee rate Amount of Filing Fee** Fees to Be Paid |
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| May 30, 2024 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of TSR, INC. |
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| May 30, 2024 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of TSR, INC. |
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| May 30, 2024 |
SECOND AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT Exhibit (e)(7) SECOND AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT This Second Amendment to Due Diligence and Exclusivity Agreement (“Second Amendment”) is effective as of March 26, 2024, by and between Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
Exhibit (e)(17) Execution Version THIS EMPLOYMENT AGREEMENT (hereinafter “Agreement”), is entered into this 15th day of May, 2024, to be effective upon the consummation of the Merger (as defined herein) by and between TSR, Inc. |
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| May 30, 2024 |
FIRST AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT Exhibit (d)(6) FIRST AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT This First Amendment to Due Diligence and Exclusivity Agreement (“First Amendment”) is effective as of March 11, 2024, by and between Bucher and Christian Consulting, Inc. |
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| May 30, 2024 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| May 30, 2024 |
Exhibit (b) May 13, 2024 Justin Christian 9777 N. College Ave. Indianapolis, IN 46280 Dear Justin: On behalf of First Merchants Bank, an Indiana bank (“Bank”), I am pleased to inform you that, subject to the terms and conditions of this commitment letter and in the term sheet attached hereto as Exhibit A (the “Term Sheet”, and together with this letter, the “Commitment Letter”), Bank has approved |
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| May 30, 2024 |
Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of TSR, INC. |
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| May 30, 2024 |
THIRD AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT Exhibit (d)(8) THIRD AMENDMENT TO DUE DILIGENCE AND EXCLUSIVITY AGREEMENT This Third Amendment to Due Diligence and Exclusivity Agreement (“Third Amendment”) is effective as of April 9, 2024, by and between Bucher and Christian Consulting, Inc. |
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| May 17, 2024 |
EX-10 2 ex-11.htm TENDER AND SUPPORT AGREEMENT Exhibit 11 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 15, 2024, is entered into by and among Vienna Parent Corporation, an Indiana corporation (“Parent”), Vienna Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and th |
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| May 17, 2024 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff c/o Zeff Holding Company, LLC 145 S. Fairfax Ave. Los Angeles, CA 90036 (Name, Address and Telephone Number of Person |
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| May 17, 2024 |
TSRI / TSR, Inc. / QAR Industries, Inc. - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea0206490-13da5qartsrinc.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) QAR Industries, Inc. 101 SE 25th Avenue Mineral Wells, Texa |
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| May 17, 2024 |
Exhibit 99.2 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 15, 2024, is entered into by and among Vienna Parent Corporation, an Indiana corporation (“Parent”), Vienna Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of TSR, Inc., a Delaware corpo |
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| May 17, 2024 |
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 Report (Date of earliest event reported): May 15, 2024 TSR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38838 13-2635899 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Inco |
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| May 17, 2024 |
Exhibit 2.1 Execution AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 15, 2024 AMONG VIENNA PARENT CORPORATION, VIENNA ACQUISITION CORPORATION AND TSR, INC. Table of Contents Page Article I. DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Interpretation and Rules of Construction 14 Article II. THE OFFER 15 Section 2.01. The Offer 15 Section 2.02. Company Actions 17 Article III. THE MERGER 18 |
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| May 17, 2024 |
Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 15, 2024, is entered into by and among Vienna Parent Corporation, an Indiana corporation (“Parent”), Vienna Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of TSR, Inc., a Delaware corpo |
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| May 16, 2024 |
Exhibit 99.2 As we mentioned in the town hall, TSR has entered into an agreement to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward. The acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. Here’s the link to the press release that went out announcing the transaction. https://www.businesswire.com/news/hom |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 TSR, Inc. (Name of Subject Company) TSR, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number of Class of Securities |
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| May 16, 2024 |
Exhibit 99.1 TSR, Inc. to be Acquired by Founder of BCforward TSR, Inc. Shareholders to Receive Total Cash Consideration of $13.40 per share INDIANAPOLIS, IN & HAUPPAUGE, NY-Vienna Parent Corporation, a newly formed special purpose entity (“Vienna Parent”) formed by Justin Christian, announced today that it has entered into a definitive agreement to acquire TSR, Inc. (“TSR”) (NASDAQ: TSRI). Under |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TSR, INC. (Name of Subject Company (issuer)) VIENNA ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of VIENNA PARENT CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, i |
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| May 16, 2024 |
Exciting day for all of us at TSR! Exhibit 99.5 Exciting day for all of us at TSR! TSR has entered into an agreement to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward. The acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. Here’s the press release that went out announcing the transaction. https://lnkd.in/eAdwtCkp |
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| May 16, 2024 |
Exhibit 99.1 TSR, Inc. to be Acquired by Founder of BCforward TSR, Inc. Shareholders to Receive Total Cash Consideration of $13.40 per share May 15, 2024 05:32 PM Eastern Daylight Time INDIANAPOLIS & HAUPPAUGE, N.Y.-(BUSINESS WIRE)-Vienna Parent Corporation, a newly formed special purpose entity (“Vienna Parent”) formed by Justin Christian, announced today that it has entered into a definitive agr |
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| May 16, 2024 |
Exhibit 99.3 Website copy for BCF BCF Headline: An exciting announcement Justin Christian, our founder and CEO, has entered into an agreement to acquire TSR, Inc and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions through a newly-formed entity. Founded in 1969, TSR, Inc. is a well-recognized national provider of information technology staffing solutions. Here’s the press release |
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| May 16, 2024 |
Exhibit 99.4 Acquisition of TSR, Inc. An exciting day for BC forward Copyright © 2024 BC forward – Confidential & Proprietary. 2 • Just a few minutes ago, we announced that Justin Christian, our founder and CEO, has entered into an agreement to acquire TSR, Inc and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions through a newly - formed entity. • Founded in 1969 and headquartered |
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| May 16, 2024 |
Exhibit 99.3 As you will read in the press release below, TSR has entered into an agreement to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward. The acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. Here’s the link to the press release that went out announcing the transaction. https://www.businesswire.c |
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| May 16, 2024 |
Exhibit 99.5 Emails to BCF employees BCF employees Subject line: Another exciting day for BCForward As we mentioned in the town hall, Justin Christian, our founder and CEO, has entered into an agreement to acquire TSR, Inc and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions through a newly-formed entity. Founded in 1969, TSR, Inc. is a well-recognized national provider of informa |
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| May 16, 2024 |
Exhibit 99.7 Acquisition of TSR, Inc. An exciting day for TSR • A few minutes ago, we announced that TSR has entered into an agreement to be acquired by a newly - formed entity owned by Justin Christian, founder and CEO of BC forward . • The acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. • BC forward was founded more than 25 years ago by Justi |
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| May 16, 2024 |
INSTRUCTIONS FOR EMPLOYEES WHO RECEIVE INQUIRIES Exhibit 99.7 INSTRUCTIONS FOR EMPLOYEES WHO RECEIVE INQUIRIES If you get any email inquiries about the announcement on May 15, you should reply with the following email text and link to the press release. Do not make any additional statements or answer any questions. Thank you for your email. I have included the link to the press release with information about the announcement. https://www.busines |
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| May 16, 2024 |
INSTRUCTIONS FOR EMPLOYEES WHO RECEIVE INQUIRIES Exhibit 99.6 INSTRUCTIONS FOR EMPLOYEES WHO RECEIVE INQUIRIES If you get any email inquiries about the announcement on May 15, you should reply with the following email text and link to the press release. Do not make any additional statements or answer any questions. Thank you for your email. I have included the link to the press release with information about the announcement. https://www.busines |
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| May 16, 2024 |
Exhibit 99.6 Email to BCF consultants BCF consultants Subject line: An exciting announcement As you will read in the press release below, Justin Christian, our founder and CEO, has entered into an agreement to acquire TSR, Inc and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions through a newly-formed entity. Founded in 1969, TSR, Inc. is a well-recognized national provider of inf |
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| May 16, 2024 |
Exhibit 99.2 Social Media Content BCforward LinkedIn Additional Information and Where to Find It; Participants in the Solicitation The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer material |
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| May 16, 2024 |
Exhibit 99.4 Hi As you will read in the press release below, TSR has entered into an agreement to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward, one of the leading professional services and workforce management solutions firms in the United States. The acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions |
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| May 16, 2024 |
Exhibit 99.8 An exciting day for TSR, Inc. and our clients An even better future • On Wednesday the 15th, we announced that TSR has entered into an agreement to be acquired by a newly - formed entity owned by Justin Christian, founder and CEO of BC forward . • The acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. • BC forward was founded more tha |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 29, 2024 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2023 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| April 12, 2024 |
Exhibit 10.1 Description of the Transaction Bonus Arrangements On August 25, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of TSR, Inc. (the “Company”) approved the payment of cash bonuses to the directors, executive officers and certain key employees of the Company in the event that a Sale of the Business occurs during the term of such dir |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2023 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| December 8, 2023 |
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: December 7, 2023 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 Ide |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 27, 2023 |
Exhibit 10.1 ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum supplements and replaces certain terms to the Amended and Restated Employment Agreement between TSR, Inc., a Delaware corporation (the “Company”) and John Sharkey (“Employee”), made and entered into as of November 2, 2020 (the “Agreement”). Employee and the Company hereby agree to the modifications herein. Unless stated otherwise, the mod |
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| October 27, 2023 |
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: October 27, 2023 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Ident |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2023 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended May 31, 2023 or ☐ Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| August 11, 2023 |
Exhibit 21 TSR, INC. AND SUBSIDIARIES List of Subsidiaries to Report on Form 10-K Fiscal Year Ended May 31, 2023 Name State of Incorporation/Formation TSR Consulting Services, Inc. New York Logixtech Solutions, LLC Delaware Eurologix S.a.r.l. Luxembourg Geneva Consulting Group, Inc. New York |
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| August 2, 2023 |
Exhibit 10.1 ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum supplements and replaces certain terms to the Employment Agreement between TSR, Inc., a Delaware corporation (the “Company”) and Thomas C. Salerno (“Employee”), made and entered into as of November 2, 2020 (the “Agreement”). Employee and the Company hereby agree to the modifications herein. Unless stated otherwise, the modifications shall |
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| August 2, 2023 |
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: July 31, 2023 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 Identi |
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| April 26, 2023 |
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 24, 2023 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 Ident |
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| April 26, 2023 |
Exhibit 10.1 SETTLEMENT AGREEMENT AND RELEASE TSR, Inc. (“TSRI”), QAR Industries, Inc. (“QAR”), Robert E. Fitzgerald (“Fitzgerald”), and Bradley Tirpak (“Tirpak”) (collectively “Defendants”) enter into this Settlement Agreement and Release (the “Agreement”), with Fintech Consulting, LLC d/b/a Aptask (“Fintech”) and Taj Haslani (“Haslani”) (collectively “Plaintiffs”). Defendants and Plaintiffs shal |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2023 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2022 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| November 30, 2022 |
Submission of Matters to a Vote of Security Holders 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: November 30, 2022 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 Id |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| October 24, 2022 |
PRE 14A 1 ea167445-pre14atsr.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2022 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. |
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| September 13, 2022 |
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: September 12, 2022 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 I |
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| August 15, 2022 |
Exhibit 21 TSR, INC. AND SUBSIDIARIES List of Subsidiaries to Report on Form 10-K Fiscal Year Ended May 31, 2021 Name State of Incorporation/Formation TSR Consulting Services, Inc. New York Logixtech Solutions, LLC Delaware Eurologix S.a.r.l. Luxembourg Geneva Consulting Group, Inc. New York |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended May 31, 2022 or ? Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2022 ? Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| January 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2021 ? Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| January 10, 2022 |
ExHIBIT 10.1 certain identified information has been excluded from thIS exhibit because it is both not material and is the type that the registrant treats as private or confidential. Confidential SETTLEMENT aGREEMENT And general RELEASe This Confidential Settlement Agreement and General Release (?Agreement?) is entered into on October 1, 2021, by and between Christopher Hughes, an individual resid |
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| December 21, 2021 |
Regulation FD Disclosure, Other Events 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: December 1, 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 Ide |
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| November 30, 2021 |
Submission of Matters to a Vote of Security Holders 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: November 30, 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 Id |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240. |
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| October 25, 2021 |
PRE 14A 1 ea149259-pre14atsr.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only |
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| October 22, 2021 |
October 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| October 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2021 ? Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| October 8, 2021 |
Exhibit 1.2 TSR, INC. COMMON STOCK SALES AGREEMENT October 8, 2021 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: TSR, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with A.G.P./Alliance Global Partners (the ?Sales Agent?), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time dur |
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| October 8, 2021 |
Exhibit 1.1 TSR, INC. COMMON STOCK SALES AGREEMENT October 8, 2021 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: TSR, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with A.G.P./Alliance Global Partners (the ?Sales Agent?), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time dur |
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| October 8, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 report (Date of earliest event reported): October 8, 2021 TSR, Inc. (Exact name of registrant as specified in Charter) Delaware 001-38838 13-2635899 (State or other jurisdiction of incorporation or organization) (Commission F |
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| October 8, 2021 |
As filed with the Securities and Exchange Commission on October 8, 2021 As filed with the Securities and Exchange Commission on October 8, 2021 Registration No. |
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| October 5, 2021 |
400 Oser Ave Hauppauge, NY 11788 Exhibit 99.1 400 Oser Ave Hauppauge, NY 11788 Contact: Thomas Salerno, CEO 631-231-0333 [email protected] TSR Inc. Settles Litigation With Former CEO Christopher Hughes October 5, 2021, NEW YORK, NY ? TSR, Inc. (NASDAQ TSRI) announced today that it has settled litigation brought by its former CEO, Christopher Hughes, through mediation. ?We believed it was in the best interests of the Comp |
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| October 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: February 28, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-38838 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| September 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. |
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| August 23, 2021 |
Exhibit 3.1 TSR, INC.AND SUBSIDIARIES EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF INTERNATIONAL TIME SHARING SERVICES, INC. * * * * * FIRST. The name of the corporation is INTERNATIONAL TIME SHARING SERVICES, INC. SECOND. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at s |
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| August 23, 2021 |
Exhibit 4.1 TSR, INC. AND SUBSIDIARIES Description of Registered Securities DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 TSR, Inc. (?we,? ?us,? ?our,? or the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share. The followi |
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| August 23, 2021 |
Exhibit 21 TSR, INC. AND SUBSIDIARIES List of Subsidiaries to Report on Form 10-K Fiscal Year Ended May 31, 2021 Name State of Incorporation/Formation TSR Consulting Services, Inc. New York Logixtech Solutions, LLC Delaware Eurologix S.a.r.l. Luxembourg Geneva Consulting Group, Inc. New York |
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| August 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended May 31, 2021 or ? Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| July 9, 2021 |
Termination of a Material Definitive Agreement 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: July 7, 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 Identif |
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| May 26, 2021 |
TSR, Inc. Announces Final Court Order Approving Settlement in the Stockholder Derivative Action Exhibit 99.1 400 Oser Ave Hauppauge, NY 11788 Contact: Thomas Salerno 631-231-0333 TSR, Inc. Announces Final Court Order Approving Settlement in the Stockholder Derivative Action Hauppauge, NY (May 26, 2021) -TSR, Inc. (Nasdaq: TSRI) (the ?Company?), a provider of information technology consulting and recruiting services, today announced that on May 24, 2021, the Supreme Court of the State of New |
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| May 26, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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: May 26, 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 Identif |
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| April 14, 2021 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2021 ? Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| April 1, 2021 |
Exhibit 4.3 SECOND AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT THIS SECOND AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT (the ?Amendment?), dated as of March 31, 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 |
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| April 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TSR, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-2635899 (State of incorporation or organization) (I.R.S. Employer Identification no.) 400 Oser Ave |
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| April 1, 2021 |
Exhibit 4.3 SECOND AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT THIS SECOND AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT (the ?Amendment?), dated as of March 31, 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 |
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| April 1, 2021 |
Exhibit 3.1 CERTIFICATE OF ELIMINATION OF CLASS A PREFERRED STOCK, SERIES ONE OF TSR, INC. TSR, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies as follows: FIRST: That, pursuant to Section 151 of the General C |
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| April 1, 2021 |
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: March 31, 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 Ident |
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| February 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) QAR Industries, Inc. 101 SE 25th Avenue Mineral Wells, Texas 76067 Attn: Robert Fitzgerald (Name, Address and Telephone Number of P |
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| February 4, 2021 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT 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 Ide |
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| February 4, 2021 |
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 |
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| February 1, 2021 |
Other Events, Financial Statements and Exhibits 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: January 28, 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 Ide |
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| February 1, 2021 |
Exhibit 10.1 TSR, INC. 2020 Equity Incentive Plan RESTRICTED Stock Grant Notice TSR, Inc., a Delaware corporation (the “Company”) hereby grants to you a Restricted Stock Award (the “Award”) for shares of the Company’s Common Stock under the TSR, Inc. 2020 Equity Incentive Plan (the “Plan”). The Award is subject to all the terms and conditions set forth in this Restricted Stock Grant Notice (this “ |
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| January 19, 2021 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2020 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38838 TSR, Inc. |
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| January 14, 2021 |
NT 10-Q 1 ea133307-nt10qtsrinc.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-38838 CUSIP Number 872885207 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: November 30, 2020 ☐ Transition Report on Form 10-K ☐ Transi |
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| December 18, 2020 |
Exhibit 4.6 TSR, INC. 2020 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the TSR, Inc. 2020 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable TSR, Inc., a Delaware corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long |
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| December 18, 2020 |
Certificate of Incorporation, as amended Exhibit 4.1 CERTIFICATE OF INCORPORATION OF INTERNATIONAL TIME SHARING SERVICES, INC. FIRST. The name of the corporation is INTERNATIONAL TIME SHARING SERVICES, INC. SECOND. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. TH |
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| December 18, 2020 |
As filed with the Securities and Exchange Commission on December 18, 2020 Registration No. |
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| November 23, 2020 |
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: November 19, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Iden |
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| November 6, 2020 |
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: November 3, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Ident |
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| November 6, 2020 |
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of November 2, 2020, by and between John Sharkey (“Employee”) and TSR, Inc., a Delaware corporation, with offices at 400 Oser Avenue, Suite 150, Hauppauge, New York 11788 (the “Company”), (collectively referred to herein as the “Parties”). WHEREAS, Emp |
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| November 6, 2020 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of November 2, 2020, by and between Thomas C. Salerno (“Employee”) and TSR, Inc., a Delaware corporation, with offices at 400 Oser Avenue, Suite 150, Hauppauge, New York 11788 (the “Company”), (collectively referred to herein as the “Parties”). WHEREAS, Employee is employed by the Company as i |
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| October 28, 2020 |
- ANNUAL REPORT TO SECURITY HOLDERS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended May 31, 2020 or ☐ Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| October 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| October 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| October 13, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2020 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| September 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. |
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| September 2, 2020 |
TSR, Inc. Acquires Geneva Consulting Group Exhibit 99.1 400 Oser Ave Hauppauge, NY 11788 Contact: Thomas Salerno, CEO 631-231-0333 [email protected] TSR, Inc. Acquires Geneva Consulting Group Hauppauge, NY (September 1, 2020) -TSR, Inc. (Nasdaq: TSRI), a provider of information technology consulting and recruiting services, today announced it has acquired Geneva Consulting Group, Inc., a provider of temporary and permanent informa |
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| September 2, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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: September 1, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Iden |
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| August 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended May 31, 2020 or ☐ Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| August 18, 2020 |
Exhibit 10.6 EXECUTION VERSION AGREEMENT This Agreement (the “Agreement”), dated as of August 13, 2020, is made and entered into by and among TSR, Inc. (“TSRI”), on the one hand, and Zeff Capital, L.P. (“Zeff Capital”), Zeff Holding Company, LLC (“Zeff Holding”) and Daniel Zeff (which, together with Zeff Capital and Zeff Holding shall be referred to collectively as the “Zeff Parties”), on the othe |
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| August 18, 2020 |
Exhibit 3.3 TSR, INC. AMENDED AND RESTATED BY-LAWS ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. |
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| August 18, 2020 |
Exhibit 21 TSR, INC. AND SUBSIDIARIES List of Subsidiaries to Report on Form 10-K Fiscal Year Ended May 31, 2020 Name State of Incorporation/Formation TSR Consulting Services, Inc. New York Logixtech Solutions, LLC Delaware Eurologix S.a.r.l. Luxembourg |
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| August 18, 2020 |
Description of Registered Securities. Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 TSR, Inc. (“we,” “us,” “our,” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (i) common stock, par value $0.01 per share and (ii) Preferred Stock Purchase Rights. The following description of |
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| August 18, 2020 |
Employment Agreement dated as of July 11, 2018 between the Company and Thomas Salerno. Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 11th day of July, 2018 (the “Effective Date”), is entered into by and between TSR Consulting Services, Inc., a New York corporation, with offices at 400 Oser Avenue, Hauppauge, New York 11788 (the “Company”) and Thomas Salerno, an individual residing at 600 West Saddle River Road, Upper Saddle River, NJ 0745 |
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| August 17, 2020 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| August 17, 2020 |
Exhibit 10 AGREEMENT This Agreement (the “Agreement”), dated as of August 13, 2020, is made and entered into by and among TSR, Inc. |
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| April 17, 2020 |
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 15, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identif |
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| April 17, 2020 |
Exhibit 10.1 NOTE Date 4/8/2020 Note Amount $6,659,220 Borrower TSR, Inc. Lender JPMorgan Chase Bank, N.A. 1. PROMISE TO PAY. Borrower promises to pay to the order of Lender the Note Amount, pIus interest on the unpaid principal balance at the Note Rate, and all other amounts required by this Note. 2. DEFINITIONS. “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act. “Deferral |
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| April 13, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 29, 2020 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| April 6, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identifi |
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| April 6, 2020 |
Exhibit 10.1 TERM SHEET - DRAFT WHEREAS Zeff Capital, L.P. (together with its affiliates, “Zeff”) seeks reimbursement of the costs incurred by it and on its behalf as part of its solicitations in 2018 and 2019 in connection with the annual meetings of stockholders of TSR, Inc. (“TSR”). The costs incurred by Zeff in connection with the litigation initiated by and against TSR, as well as the negotia |
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| March 24, 2020 |
TSR, Inc. Names Thomas Salerno CEO Exhibit 99.1 TSR, Inc. Names Thomas Salerno CEO Date: March 24, 2020 HAUPPAUGE, N.Y.-(BUSINESS WIRE)-TSR, Inc. (Nasdaq: TSRI), a leading provider of computer programming consulting services (“TSR” or the “Company”), today announced that its Board of Directors has appointed Thomas Salerno as President, CEO and Treasurer of the Company. Effective as of March 23, 2020, Thomas Salerno was named Presid |
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| March 24, 2020 |
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: March 23, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identif |
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| March 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: February 28, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| March 5, 2020 |
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 28, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Iden |
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| January 29, 2020 |
Exhibit 99.1 400 Oser Ave Hauppauge, NY 11788 Contact: John Sharkey 631-231-0333 TSR, Inc. Announces Acting CEO Date: January 29, 2020 HAUPPAUGE, N.Y.-(BUSINESS WIRE)-TSR, Inc. (Nasdaq: TSRI), a leading provider of computer programming consulting services (“TSR” or the “Company”), today announced that its Board of Directors has appointed Thomas Salerno as Acting CEO of the Company. Effective as of |
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| January 29, 2020 |
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: January 27, 2020 TSR, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 00-8656 13-2635899 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Ident |
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| January 13, 2020 |
TSRI / TSR, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2019 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| January 2, 2020 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| December 31, 2019 |
Amendment No. 3 to the Amended and Restated By-laws of TSR, Inc Exhibit 3.1 AMENDMENT NO. 3 TO AMENDED AND RESTATED BY-LAWS OF TSR, INC. The Amended and Restated By-laws (as amended by Amendment No. 1 and Amendment No. 2 to the Amended and Restated By-laws) (the “By-laws”) of TSR, Inc. are hereby amended as follows: 1. The text of Article V, Section 6 of the By-laws, which had been previously stated as follows: “Section 6. The president shall be the chief exec |
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| December 31, 2019 |
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 Report (Date of earliest event reported): December 30, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| December 31, 2019 |
400 Oser Ave Hauppauge, NY 11788 Exhibit 99.1 400 Oser Ave Hauppauge, NY 11788 Contact: Chris Hughes 631-231-0333 TSR, Inc. Appoints Robert Fitzgerald to the Board of Directors Company Does Not Complete Share Repurchase with Investor Parties Reconstituted Board Focused on Creating Shareholder Value Hauppauge, NY (December 31, 2019) – TSR, Inc. (Nasdaq: TSRI), a provider of computer programming consulting services (“TSR” or the “C |
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| December 17, 2019 |
STIPULATION AND AGREEMENT OF SETTLEMENT Exhibit 99.1 SUPREME COURT OF THE STATE OF NEW YORK QUEENS COUNTY SUSAN PASKOWITZ, on Behalf of Herself and All Others Similarly Situated, Plaintiff, v. JAMES J. HILL, CHRISTOPHER HUGHES, BRIAN J. MANGAN, RAYMOND A. ROEL, IRA COHEN, ERIC STEIN, JOSEPH PENNACCHIO, WILLIAM J. KELLY, QAR INDUSTRIES, INC., FINTECH CONSULTING LLC and ZEFF CAPITAL, LP, Defendants. and TSR, INC., Nominal Defendant. Index |
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| December 17, 2019 |
Other Events, Financial Statements and Exhibits 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 Report (Date of earliest event reported): December 16, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| December 2, 2019 |
Exhibit 10.1 ACCESS CAPITAL, INC. and TSR, INC. TSR CONSULTING SERVICES, INC. LOGIXTECH SOLUTIONS, LLC EUROLOGIX S.A.R.L. Dated: November 27, 2019 Table of Contents Page 1. (a) General Definitions. 1 (b) Accounting Terms. 1 (c) Other Terms. 1 (d) Rules of Construction. 1 2. Credit Advances. 2 3. Repayment of the Loans. 3 4. Procedure for Revolving Credit Advances. 3 5. Interest and Fees. 4 (a) Int |
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| December 2, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 Report (Date of earliest event reported): November 27, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| November 26, 2019 |
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 Report (Date of earliest event reported): November 25, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| October 29, 2019 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| October 25, 2019 |
Exhibit 99.1 SUPREME COURT OF THE STATE OF NEW YORK QUEENS COUNTY SUSAN PASKOWITZ, on Behalf of Herself and All Others Similarly Situated, Plaintiff, v. JAMES J. HILL, CHRISTOPHER HUGHES, BRIAN J. MANGAN, RAYMOND A. ROEL, IRA COHEN, ERIC STEIN; JOSEPH PENNACCHIO; WILLIAM J. KELLY; QAR INDUSTRIES, INC., FINTECH CONSULTING LLC and ZEFF CAPITAL, LP; Defendants. and TSRI, INC., Nominal Defendant. Inde |
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| October 25, 2019 |
Other Events, Financial Statements and Exhibits 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 Report (Date of earliest event reported): October 21, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| October 23, 2019 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| October 23, 2019 |
Submission of Matters to a Vote of Security Holders 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 Report (Date of earliest event reported): October 22, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| October 21, 2019 |
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 Report (Date of earliest event reported): October 21, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| October 15, 2019 |
TSRI / TSR, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2019 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| October 4, 2019 |
TSRI / TSR, Inc. ARS - - ANNUAL REPORT TO SECURITY HOLDERS Letter From The Chairman Dear Stockholders: Fiscal year 2019 was a challenging year for TSR on several fronts. |
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| October 4, 2019 |
TSRI / TSR, Inc. ARS - - ANNUAL REPORT TO SECURITY HOLDERS TSR AT A GLANCE TSR is engaged in the business of providing contract computer programming services to its customers. |
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| October 1, 2019 |
TSRI / TSR, Inc. DEF 14A - - PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) S Definitive Proxy Statement £ Definitive Additional Materials £ Soliciting Material Pursuant to § 240. |
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| September 24, 2019 |
TSRI / TSR, Inc. 10-K/A - Annual Report - AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. |
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| September 10, 2019 |
TSRI / TSR, Inc. / Qar Industries, Inc. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) QAR Industries, Inc. 101 SE 25th Avenue Mineral Wells, Texas 76067 Attn: Robert Fitzgerald (Name, Address and Telephone Number of P |
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| September 5, 2019 |
Shareholder Director Nominations 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 Report (Date of earliest event reported): August 30, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E |
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| September 4, 2019 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| September 3, 2019 |
EXHIBIT 10.2 SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement (this “Share Repurchase Agreement”) is made and entered into as of August 30, 2019, by and between TSR, Inc. (the “Company”), Christopher Hughes (together with the Company, the “Purchasers”), Zeff Capital, L.P. (“Zeff Capital”), Zeff Holding Company, LLC (“Zeff Holding”) and Daniel Zeff (together with Zeff Capital and Zeff Hol |
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| September 3, 2019 |
EXHIBIT 99.1 TSR, Inc. Enters into Settlement Agreement with Investor Parties Parties Agree to Dismiss Pending Litigation and Settle All Disputes Parties Enter into Plan to Resolve Proxy Contest Zeff Capital, L.P. to Withdraw Its Nomination of Directors and Stockholder Proposals in Connection with TSR’s Commitments Hauppauge, NY (August 30, 2019) – TSR, Inc. (Nasdaq: TSRI), a provider of computer |
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| September 3, 2019 |
Amendment No. 2 to the Amended and Restated By-Laws of TSR, Inc. EXHIBIT 3.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED BY-LAWS OF TSR, INC. The text of Article II, Section 5 of the Amended and Restated By-laws (as amended by Amendment No. 1 to the Amended and Restated By-laws) of TSR, Inc., which had been previously stated as follows: “Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the ce |
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| September 3, 2019 |
EXHIBIT 10.1 Settlement and Release Agreement This Settlement and Release Agreement (this “Agreement”), dated as of August 30, 2019 (the “Effective Date”), is made and entered into by and between TSR, Inc. (the “Company”), Zeff Capital, L.P. (“Zeff Capital”), Zeff Holding Company, LLC (“Zeff Holding”) and Daniel Zeff (together with Zeff Capital and Zeff Holding, the “Zeff Parties”), QAR Industries |
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| September 3, 2019 |
EXHIBIT 4.1 AMENDED & RESTATED RIGHTS AGREEMENT by and between TSR, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent Dated as of August 29, 2018 and Amended and Restated as of September 3, 2019 TABLE OF CONTENTS Page Section 1. Certain Definitions. 2 Section 2. Appointment of Rights Agent. 7 Section 3. Issuance of Rights Certificates. 7 Section 4. Form of Rights Certificates. 9 |
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| September 3, 2019 |
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 Report (Date of earliest event reported): August 30, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E |
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| August 29, 2019 |
TSRI / TSR, Inc. 10-K - Annual Report - ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended May 31, 2019 or ☐ Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| August 29, 2019 |
Exhibit 21 TSR, INC. AND SUBSIDIARIES List of Subsidiaries to Report on Form 10-K Fiscal Year Ended May 31, 2019 Name State of Incorporation/Formation TSR Consulting Services, Inc. New York Logixtech Solutions, LLC Delaware Eurologix S.a.r.l. Luxembourg |
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| August 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☑ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| August 15, 2019 |
TSRI / TSR, Inc. PRER14A - - REVISED PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 15, 2019 |
Rory Greiss +1 212.836.8261 [email protected] August 15, 2019 VIA EDGAR Nicholas P. Panos Senior Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: TSR, Inc. PREC14A preliminary proxy statement filing made on Schedule 14A Filed on August 6, 2019 by TSR, Inc. File No. 001-38838 Dear Mr. Pano |
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| August 9, 2019 |
8-K 1 f8k080719tsrinc.htm FORM 8-K 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 Report (Date of earliest event reported): August 7, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporatio |
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| August 8, 2019 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| August 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☑ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| August 7, 2019 |
TSRI / TSR, Inc. PREC14A - - PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| August 2, 2019 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| July 25, 2019 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 Report (Date of earliest event reported): July 23, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp |
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| July 19, 2019 |
8-K 1 f8k071719tsrinc.htm FORM 8-K 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 Report (Date of earliest event reported): July 17, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation |
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| June 4, 2019 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 f8k060319tsrinc.htm CURRENT REPORT 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 Report (Date of earliest event reported): June 3, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorpor |
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| May 24, 2019 |
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 Report (Date of earliest event reported): May 24, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl |
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| May 24, 2019 |
Exhibit 10.2 EXECUTION VERSION MAINTENANCE OF CONFIDENCE AND NON-COMPETE AGREEMENT This Maintenance of Confidence and Non-Compete Agreement (“Agreement”), made this 24th day of May, 2019 and effective as of June 1, 2019 (the “Effective Date”), is by and between TSR, Inc. (the “Corporation”) and the undersigned (the “Employee”). As used in this Agreement, the “Company” shall mean the Corporation, i |
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| May 24, 2019 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated this 24th day of May, 2019 and effective as of the 1st day of June, 2019 (the “Effective Date”), is by and between TSR, Inc., a Delaware corporation, with offices at 400 Oser Avenue Suite 150, Hauppauge, New York 11788 (hereinafter called the “Corporation”), |
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| May 9, 2019 |
8-K 1 f8k050619tsrinc.htm CURRENT REPORT 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 Report (Date of earliest event reported): May 6, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorpora |
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| April 30, 2019 |
8-K 1 f8k042519tsr.htm CURRENT REPORT 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 Report (Date of earliest event reported): April 25, 2019 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorpora |
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| April 12, 2019 |
TSRI / TSR, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2019 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| March 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 13-2635899 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 400 Oser Avenue, Suite 150, Hauppau |
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| January 11, 2019 |
TSRI / TSR, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2018 ¨ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| January 4, 2019 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| December 26, 2018 |
Other Events, Other Events, Financial Statements and Exhibits 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 Report (Date of earliest event reported): December 21, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| December 26, 2018 |
400 Oser Ave Hauppauge, NY 11788 Exhibit 99.1 400 Oser Ave Hauppauge, NY 11788 Contact: Chris Hughes 631-231-0333 TSR, Inc. Files Complaint Against Stockholder Group for Violations of Federal Securities Laws Hauppauge, NY (December 26, 2018) - TSR, Inc. (Nasdaq: TSRI), a provider of computer programming consulting services (“TSR” or the “Company”), announced that today it filed a complaint in the United Stated District Court, Sou |
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| December 20, 2018 |
TSRI / TSR, Inc. PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| December 7, 2018 |
Financial Statements and Exhibits, Other Events 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 Report (Date of earliest event reported): December 4, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction (Commission File Number) (IRS Employer of incorp |
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| December 7, 2018 |
TSR, Inc. Board Decides to Pursue One or More Strategic Acquisitions EX-99.1 2 f8k120418ex99-1tsrinc.htm PRESS RELEASE DATED DECEMBER 7, 2018. Exhibit 99.1 TSR, Inc. Board Decides to Pursue One or More Strategic Acquisitions Hauppauge, NY (December 7, 2018) - TSR, Inc. (Nasdaq: TSRI), a provider of computer programming consulting services (“TSR” or the “Company”), announced today that, after careful consideration, and based upon the unanimous recommendation of the |
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| November 28, 2018 |
Financial Statements and Exhibits, Other Events 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 Report (Date of earliest event reported): November 27, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction (Commission File Number) (IRS Employer of incor |
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| November 28, 2018 |
Exhibit 99.2 November 27, 2018 Mr. Robert Fitzgerald c/o QAR Industries, Inc. 101 SE 25th Ave. Mineral Wells, TX 76067 Dear Mr. Fitzgerald, On behalf of the Board of Directors (the “Board”) of TSR, Inc. (the “Company”), I am responding to the non-binding offer contained in your letter to the Board dated November 14, 2018 and received by the Company on November 16, 2018. After careful consideration |
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| November 28, 2018 |
Exhibit 99.1 NEWS 400 Oser Ave Hauppauge, NY 11788 Contact: Chris Hughes 631-231-0333 TSR, Inc. Rejects Offer from Stockholder to Buy All Outstanding Shares Hauppauge, NY (November 28, 2018) - TSR, Inc. (Nasdaq: TSRI), a provider of computer programming consulting services (“TSR” or the “Company”), announced today that it sent a letter on behalf of the Board of Directors of the Company (the “Board |
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| November 21, 2018 |
Financial Statements and Exhibits, Other Events 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 Report (Date of earliest event reported): November 14, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction (Commission (IRS Employer of incorporation) Fil |
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| November 21, 2018 |
TSR, Inc. Receives Offer from Stockholder to Buy All Outstanding Shares Exhibit 99.1 Contact: Chris Hughes 631-231-0333 400 Oser Ave Hauppauge, NY 11788 TSR, Inc. Receives Offer from Stockholder to Buy All Outstanding Shares Hauppauge, NY (November 21, 2018)- TSR, Inc. (Nasdaq: TSRI), a provider of computer programming consulting services (“TSR” or the “Company”), announced today that its Board of Directors (the “Board”) received a letter from Robert Fitzgerald, presi |
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| November 21, 2018 |
Exhibit 99.4 Special Committee of the Board of Directors TSR, Inc. 400 Oser Avenue Suite 150 Hauppauge, New York 11788 November 19, 2018 QAR Industries, Inc. 101 SE 25th Ave. Mineral Wells, Texas 76067 Attention: Robert Fitzgerald President Dear Mr. Fitzgerald: QAR, Industries’ non-binding offer letter dated November 14, 2018 was delivered to and received by TSR, Inc. on November 16 and immediatel |
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| November 21, 2018 |
Exhibit 99.3 November 16, 2018 VIA: FEDEX Mr. Robert Fitzgerald c/o QAR Industries, Inc. 101 SE 25th Ave. Mineral Wells, TX 76067 Dear Mr. Fitzgerald, We received your letter dated November 14, 2018 today at 11:30 a.m. via Federal Express and have forwarded it to the Special Committee of the Board of Directors for their consideration. Kind regards, /s/ Christopher Hughes Christopher Hughes, Presid |
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| November 21, 2018 |
QAR Industries, Inc. 101 SE 25th Ave. Mineral Wells, TX 76067 940-325-3301 November 14, 2018 Exhibit 99.2 QAR Industries, Inc. 101 SE 25th Ave. Mineral Wells, TX 76067 940-325-3301 November 14, 2018 Board of Directors TSR, Inc. 400 Oser Avenue Suite 150 Hauppauge, NY 11788 United States Dear Sirs: QAR Industries, Inc. and its affiliates (collectively “Investors” “we,” “us” or “our”) owner of over 7% of TSR, Inc. (the “Company”), are writing to express our interest in acquiring all of the |
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| November 20, 2018 |
Letter to the Company dated November 14, 2018 Exhibit 99.1 QAR Industries, Inc. 101 SE 25th Ave. Mineral Wells, TX 76067 940-325-3301 November 14, 2018 Board of Directors TSR, Inc. 400 Oser Avenue Suite 150 Hauppauge, NY 11788 United States Dear Sirs: QAR Industries, Inc. and its affiliates (collectively “Investors” “we,” “us” or “our”) owner of over 7% of TSR, Inc. (the “Company”), are writing to express our interest in acquiring all of the |
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| November 20, 2018 |
TSRI / TSR, Inc. / Qar Industries, Inc. - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) QAR Industries, Inc. 101 SE 25th Avenue Mineral Wells, Texas 76067 Attn: Robert Fitzgerald (Name, Address and Telephone Number of P |
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| November 19, 2018 |
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 Report (Date of earliest event reported): November 16, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| November 19, 2018 |
Letter Amendment to Employment Agreement dated November 16, 2018 Exhibit 10.1 November 16, 2018 VIA HAND DELIVERY (CONFIDENTIAL) Mr. John G. Sharkey TSR, Inc. 24 Wintergreen Dr. Melville, New York 11747 Re: Amendment to Employment Agreement Dear John: Reference is made to your Employment Agreement with TSR, Inc. (“TSR” or the “Corporation”) effective as of June 1, 2015 (the “Employment Agreement”). Capitalized terms used in this letter (“Letter Amendment”), but |
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| November 8, 2018 |
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 Report (Date of earliest event reported): November 7, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction (Commission (IRS Employer of incorporation) File |
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| November 6, 2018 |
TSRI / TSR, Inc. DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 6, 2018 |
TSR, Inc. Postpones the 2018 Annual Meeting of Stockholders Exhibit 99.1 NEWS Contact: John Sharkey 631-231-0333 400 Oser Ave Hauppauge, NY 11788 TSR, Inc. Postpones the 2018 Annual Meeting of Stockholders Hauppauge, NY (November 6, 2018)-TSR, Inc. (Nasdaq: TSRI), a provider of computer programming consulting services (“TSR” or the “Company”), announced today that its Board of Directors (the “Board”) determined to postpone the Annual Meeting of Stockholder |
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| November 6, 2018 |
Financial Statements and Exhibits, Other Events 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 Report (Date of earliest event reported): November 6, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction (Commission (IRS Employer of incorporation) File |
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| November 5, 2018 |
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 Report (Date of earliest event reported): October 16, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction (Commission (IRS Employer of incorporation) File |
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| November 2, 2018 |
Z E F F C A P I T A L November 1, 2018 Dear Fellow Stockholder of TSR, Inc.: HELP FIX TSR—VOTE THE WHITE PROXY CARD Enclosed are the proxy materials of Zeff Capital, L.P. (“Zeff”). We are the largest stockholder of TSR, Inc. (“TSR”), with beneficial ownership of 437,774, or 22.3%, of the outstanding shares. We are seeking your vote for the election of our director candidates, Bradley Tirpak and Ti |
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| November 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| October 30, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| October 17, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| October 12, 2018 |
TSRI / TSR, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2018 ☐ Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-8656 TSR, Inc. |
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| October 10, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☑ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☑ Soliciting Materials Pursuant to Section 240. |
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| October 10, 2018 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| October 10, 2018 |
Zeff Capital, L.P. c/o Zeff Holding Company, LLC 885 Sixth Avenue New York, New York 10001 Exhibit 4 Zeff Capital, L.P. c/o Zeff Holding Company, LLC 885 Sixth Avenue New York, New York 10001 October [●], 2018 [Name of Nominee] [Address of Nominee] Dear [●]: As you know, Zeff Capital, L.P., on behalf of itself and its affiliates (collectively, “Capital”), is considering the possibility of commencing a solicitation (the “Solicitation”) of proxies in connection with the 2018 Annual Meetin |
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| September 27, 2018 |
TSRI / TSR, Inc. DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 20, 2018 |
8-K 1 f8k091718tsrinc.htm CURRENT REPORT 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 Report (Date of earliest event reported): September 17, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of in |
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| September 19, 2018 |
Exhibit 2 Z E F F C A P I T A L September 19, 2018 Mr. Raymond Roel Chairman of the Compensation Committee TSR, Inc. 400 Oser Avenue Hauppauge, NY 11788 Dear Ray, As you know, Zeff Capital, LP is largest shareholder of TSR, Inc. (“TSR”), with beneficial ownership of over 22% of the outstanding shares. The Forms 8-K filed by TSR on September 10 and 12 raise serious questions about the credibility o |
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| September 19, 2018 |
TSRI / TSR, Inc. / Zeff Capital, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* TSR, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 872885207 (CUSIP Number) Daniel Zeff 885 Sixth Avenue New York, New York 10001 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| September 12, 2018 |
400 OSER AVENUE HAUPPAUGE NEW YORK 11788 TEL. 631-231-0333 Exhibit 99.3 400 OSER AVENUE HAUPPAUGE NEW YORK 11788 TEL. 631-231-0333 September 12, 2018 Dear Stockholders: QAR Industries, Inc. (“QAR”), a stockholder of TSR, Inc. (“TSR” or the “Company”), filed a letter dated August 27, 2018 to the Board of Directors of TSR (the “Board”) with the United States Securities and Exchange Commission on Form 13D/A on August 28, 2018. The Board also received a lette |
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| September 12, 2018 |
Exhibit 99.1 August 31, 2018 Via Federal Express 8055 6381 9940 Board of Directors TSR, Inc. 400 Oser Avenue Hauppauge, NY 11788 Re: TSR, Inc.; Recent Board Actions. To the Board of Directors of TSR, Inc. Enclosed please find a letter from my client regarding the above referenced matter. Sincerely, /s/ Ernest Leonard Ernest Leonard, Esq. EWL/dcp Enclosure Fintech Consulting LLC, dba ApTask 120 Woo |
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| September 12, 2018 |
Other Events, Financial Statements and Exhibits 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 Report (Date of earliest event reported): September 12, 2018 TSR, Inc. (Exact name of registrant as specified in charter) Delaware 0-8656 13-2635899 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
