Current Report Filing (8-k)
March 24 2020 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported:
March 23, 2020
TSR, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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00-8656
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13-2635899
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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400 Oser Avenue, Suite 150, Hauppauge, NY 11788
(Address of Principal Executive Offices)
(Zip Code)
(631) 231-0333
(Registrant’s telephone number, including
area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange On Which Registered
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Common Stock, par value $0.01 per share
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TSRI
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NASDAQ Capital Market
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Preferred Share Purchase Rights1
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1Registered pursuant to Section 12(b) of the Act
pursuant to a Form 8-A filed by the registrant on March 15, 2019. Until the Distribution Date (as defined in the registrant’s
Rights Agreement dated August 29, 2019), the Preferred Share Purchase rights will be transferred only with the share of the registrant’s
Common Stock to with the Preferred Share Purchase Rights are attached.
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
(c)
Effective as of March 23, 2020, Thomas Salerno was named President, Chief Executive Officer (principal executive officer) and Treasurer
of TSR, Inc. (the “Company”). Previously, on January 27, 2020 Mr. Salerno had been named Acting CEO of the Company.
Since 2011, Mr. Salerno, 52, has served as the Managing Director of TSR Consulting Services, Inc., the Company’s IT consulting
services subsidiary and largest business unit. Mr. Salerno has over 20 years of experience in the technology consulting industry.
Prior to joining the Company, Mr. Salerno spent eight years at Open Systems Technology as Associate Director, two years as Vice
President of Sales and Recruiting for Versatech Consulting and three years as an Account Representative for Robert Half Technologies.
Mr. Salerno holds a Bachelor’s Degree from Johnson and Wales University.
Mr. Salerno is not a party to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
The following exhibits are furnished as part
of this report.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
TSR, Inc.
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By:
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/s/ John G. Sharkey
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John G. Sharkey
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Senior Vice President and Chief Financial Officer
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Dated: March 24, 2020
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