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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
Identification No.) |
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):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange On Which Registered |
Common Stock, par value $0.01 per share |
|
TSRI |
|
NASDAQ Capital Market |
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.
On October 27, 2023, TSR,
Inc. (the “Company”) entered into an Addendum to Employment Agreement (the “Addendum”) with its Chief Financial
Officer, John Sharkey (the “CFO”), which supplements and replaces certain terms to the Amended and Restated Employment Agreement
between the Company and the CFO made and entered into as of November 2, 2020 (the “Original Agreement”). Per the Addendum,
the modifications to the Original Agreement shall become effective on November 3, 2023. Except as specifically modified by the Addendum,
all other provisions of the Original Agreement remain in full force and effect.
Employment Term. Except
in the event of an earlier termination as provided in Section 4 of the Original Agreement, the term of employment for the CFO shall renew
on November 3, 2023 (“Effective Date”) and will continue thereafter until March 31, 2025 (“Term of Employment”).
Base Salary and Annual
Bonus Program. The CFO’s compensation as modified by the Addendum is as follows:
Base Salary. The Company
will pay to employee a base salary at the following rates (“Base Salary”):
| ● | During the period from November 4, 2023 until
December 31, 2023, the CFO will continue to be employed full-time and the Company will pay the CFO at the rate of $6,750 per week, less
applicable taxes and withholdings. |
| ● | During the period from January 1, 2024 until
June 30, 2024, the CFO will be employed part-time for three (3) days per week and the Company will pay the CFO at the rate of $4,050 per
week, less applicable taxes and withholdings. |
| ● | During the period from July 1, 2024 until March
31, 2025, the CFO shall be employed on a part-time basis and the CFO shall work on such dates and at such times as the Company and the
CFO mutually agree, and the Company will pay the CFO at a rate of $200 per hour or $1,600 per day, to be determined in the sole discretion
of the Company, less applicable taxes and withholding. |
| ● | The CFO and the Company may mutually agree to
different compensation and/or days of work during the Term of Employment. For purposes of calculating the Severance Payment, as defined
under the Original Agreement, the Base Salary shall be $351,000 during the time period from November 4, 2023 to December 31, 2023; and
$210,600 for the time period of January 1, 2024 to June 30, 2024. The CFO shall not be entitled to a Severance Payment if the CFO’s
employment is terminated by the Company pursuant to Section 4.4 of the Addendum during the period from July 1, 2024 to March 31, 2025.
|
Annual Bonus Program.
In addition to the Base Salary, the CFO shall be eligible to participate in the Company’s discretionary annual bonus program (the
“Annual Bonus”) until June 30, 2024, with a total bonus potential of up to 20% of Base Salary, based on the annualized Base
Salary (i.e., total bonus potential of up to $70,000), for each applicable fiscal year (the “Target Bonus Amount”)
based upon performance metrics as determined by the Company. The CFO shall only be eligible for the Annual Bonus if there are no publicly
reportable audit findings that materially reduce reported net income for that fiscal year, and provided the CFO is employed as an active
employee on the last day of the fiscal year in which the Annual Bonus relates.
Benefits. The CFO’s
benefits are modified by the Addendum as follows:
Vacation. During the
CFO’s employment until June 30, 2024, the CFO shall be entitled to four (4) weeks of paid vacation per calendar year (as pro-rated
for partial years), and other paid time off offered under the Company’s policies, in accordance with the Company’s policy
with respect to vacation accrual and use applicable to employees as in effect from time to time, to be accrued beginning on the Effective
Date. Unless otherwise required by law, the CFO shall not be paid any accrued and unused vacation upon separation of employment for any
reason.
Benefits. While the
CFO is employed, including during any period of part-time employment during the Term of Employment, the CFO shall be entitled to all standard
Company benefits generally available to executives under the Company’s health plan or any successor health plan, from time to time,
including, but not limited to, group medical health, group insurance and similar benefits, subject to the terms and conditions of the
applicable policy, plan or program. If the CFO ceases to be eligible for the Company’s health benefits plan or any successor plan
during the Term of Employment, and is not entitled to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”), the Company will reimburse the CFO for obtaining comparable health coverage at the same
level he currently elects to the extent permitted by applicable law.
Car Allowance. The
Company will provide the CFO with a monthly car allowance of $800.00 (“Car Allowance”) until June 30, 2024.
Sale of Business Success
Fee. The CFO shall be eligible to earn an incentive payment if there is a Sale of the Business during the Term of Employment, as follows:
(A) $100,000 for the Sale of Business; and (B) an additional $15,000 for every full dollar in share price that exceeds $12 per share price
at the time of a Sale of Business. “Sale of Business” for purposes of the Addendum means a transfer of the majority of
the ownership by sale, acquisition, merger, or other method of the equity or tangible or intangible assets of the Company.
Severance and Continued
Coverage upon Termination. In the event the CFO is terminated during the Term of Employment on or before June 30, 2024, other than
a termination under Sections 4.1, 4.2, or 4.3 of the Original Agreement, or if the CFO is forced to relocate more than 25 miles from his
current residence on or before June 30, 2024, the CFO will receive, subject to certain conditions and restrictions provided in the Addendum,
(i) a Severance Payment and (ii) continued participation in the Company’s group health plan or any successor health plan which covers
the CFO (and the CFO’s eligible dependents) until March 31, 2025 at the Company’s expense, provided that the CFO is eligible
and remains eligible for coverage under COBRA, or by reimbursement to the CFO in an amount equivalent to such cost. During the Severance
Period, as defined in the Original Agreement, the CFO will not be entitled to any additional awards or to continue elective deferrals
in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained
by the Company.
The description of the Addendum
is qualified in its entirety by reference to the complete text thereof, which has been filed with this Current Report on Form 8-K as Exhibit
10.1 and is incorporated herein by reference. For a summary of the remaining provisions of the Original Agreement, please refer to the
Company’s Current Report on Form 8-K filed on November 6, 2020, as well as the Company’s other periodic filings with the Securities
and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
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. |
|
|
|
|
By: |
/s/ John G. Sharkey |
|
|
John G. Sharkey |
|
|
Senior Vice President and Chief Financial Officer |
Dated: October 27, 2023
3
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 modifications shall be effective November 3, 2023. Any
provision of the Agreement shall remain in full force and effect unless specifically modified by this Addendum.
1. Term of Employment.
Except for earlier termination as provided in Section 4 of the Agreement, the term of employment under the Agreement will renew on
November 3, 2023, (“Effective Date”) and will continue thereafter until March 31, 2025, as described herein (“Term of
Employment”).
3. Compensation and
Other Remuneration. In exchange for services rendered by Employee under the terms of the Agreement, the Company shall provide
the following:
3.1 Base
Salary. The Company will pay to employee a base salary at the following rates (“Base Salary”):
(a) During
the period from November 4, 2023 until December 31, 2023, Employee will continue to be employed full-time and the Company will pay Employee
at the rate of $6,750 per week, less applicable taxes and withholdings.
(b) During
the period from January 1, 2024 until June 30, 2024, Employee will be employed part-time for three (3) days per week and the Company will
pay Employee at the rate of $4,050 per week, less applicable taxes and withholdings.
(c) During
the period from July 1, 2024 until March 31, 2025, Employee shall be employed part-time and Employee shall work on such dates and at such
times as the Company and Employee mutually agree, and the Company will pay Employee at a rate of $200 per hour or $1,600 per day, to be
determined in the sole discretion of the Company, less applicable taxes and withholding.
(d) Employee
shall primarily work from the Company’s offices located in Hauppauge, New York or remotely from a location of Employee’s choosing.
Employee agrees and understands that Employee may be required to travel from time to time if necessary, as reasonably and mutually agreed
upon, to carry out the duties and responsibilities of Employee’s position. Employee and the Company may mutually agree to different
compensation and/or days of work during the Term of Employment. For purposes of calculating the Severance Payment, the Base Salary shall
be $351,000 during the time period from November 4, 2023 to December 31, 2023; and $210,600 for the time period of January 1, 2024 to
June 30, 2024. Employee shall not be entitled to a Severance Payment if Employee’s employment is terminated by the Company pursuant
to Section 4.4 during the period from July 1, 2024 to March 31, 2025.
3.2 Annual
Bonus Program. In addition to the Base Salary, Employee shall be eligible to participate in the Company’s discretionary annual
bonus program (“Annual Bonus”) until June 30, 2024, with a total bonus potential of up to 20% of Employee’s Base
Salary, based on the annualized Base Salary set forth in 3.1(a) (i.e., total bonus potential of up to $70,000), for each applicable
fiscal year (the “Target Bonus Amount”) based upon performance metrics as determined by the Company. Employee shall only be
eligible for the Annual Bonus if there are no publicly reportable audit findings that materially reduce reported net income for that fiscal
year, and if Employee is employed as an active employee on the last day of the fiscal year in which the Annual Bonus relates. The Annual
Bonus amounts, if any, will be paid in accordance with the Company’s customary payroll practices in effect from time to time. The
final amount of the Annual Bonus earned shall not be determined until the Company’s annual 10-k filing.
3.4 Vacation.
During Employee’s employment until June 30, 2024, Employee shall be entitled to four (4) weeks of paid vacation per calendar year
(as pro-rated for partial years), and other paid time off offered under the Company’s policies, in accordance with the Company’s
policy with respect to vacation accrual and use applicable to employees as in effect from time to time, to be accrued beginning on the
Effective Date. Vacation may be taken at such times and intervals as Employee determines, subject to the business needs of the Company
as determined by the Board. At no time shall Employee accrue more than four (4) weeks of vacation. Unless otherwise required by law, Employee
shall not be paid any accrued and unused vacation upon separation of employment for any reason.
3.5 Benefits.
While Employee is employed hereunder, including during any period of part-time employment during the Term of Employment, Employee
shall be entitled to all standard Company benefits generally available to executives under the Company’s Health Plan or any applicable
successor health plan, from time to time, including, but not limited to, group medical health, group insurance and similar benefits, subject
to the terms and conditions of the applicable policy, plan or program. Employee’s participation in such employee benefit plans will
be subject to the terms of the applicable plan documents and generally applicable Company policies. If Employee ceases to be eligible
for the Company’s health benefits plan or any successor plan during the Term of Employment, and is not entitled to elect continuation
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent permitted by
applicable law, Company will reimburse Employee for obtaining comparable health coverage at the same level Employee currently elects.
Notwithstanding the foregoing, the Company, in its sole discretion, may modify or terminate any employee benefit plan at any time.
3.6 Car
Allowance. The Company will provide Employee with a monthly car allowance of $800.00 (“Car Allowance”) until June 30,
2024.
3.8 Sales
of Business Success Fee. In addition, Employee shall be eligible to earn an incentive payment if there is a Sale of the Business during
the Term of Employment, as follows: (A) $100,000 for the Sale of Business; and (B) an additional $15,000 for every full dollar in share
price that exceeds $12 per share price at the time of a Sale of Business. “Sale of Business” for purposes of this Addendum
means a transfer of the majority of the ownership by sale, acquisition, merger, or other method of the equity or tangible or intangible
assets of the Company.
4.4 Other Termination by
the Company. The Company may also terminate Employee’s employment during the Term of Employment, other than a termination under
Sections 4.1, 4.2, or 4.3, at any time upon written notice to Employee. In the event that Employee’s employment is so terminated
during the Term of Employment on or before June 30, 2024 for reasons other than that provided in Sections 4.1, 4.2 or 4.3, or if Employee
is forced to relocate more than 25 miles from his current residence subject to 4.4(c) on or before June 30, 2024, in addition to the Termination
Entitlement, Employee will receive, subject to the requirements of Section 4.8, a “Health Benefit” and a “Severance
Payment,” as defined and detailed below:
(f) In
addition to the Severance Payment, subject to (i) Employee’s timely election of continuation coverage under the COBRA; and
(ii) Employee’s continued copayment of premiums at the same level and cost to Employee as if Employee were an employee of the
Company, or if a Sale of Business occurs, an employee of any successor of the Company (excluding, for purposes of calculating cost, an
employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan or any
successor health plan (to the extent permitted under applicable law and the terms of such plan) which covers Employee (and Employee’s
eligible dependents) until March 31, 2025 at the Company’s expense, provided that Employee is eligible and remains eligible for
COBRA coverage, or by reimbursement to Employee in an amount equivalent to such cost (the “Health Benefit”). Notwithstanding
the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 4.4(f) if it
would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient
Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the
extent applicable). During the Severance Period, Employee will not be entitled to any additional awards or to continue elective deferrals
in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained
by the Company.
By signing below, Employee acknowledges that
Employee has read this Addendum, or it has been read to Employee; Employee understands and voluntarily accepts the terms and conditions
set out within it, and that this Addendum, together with the Agreement, establish the terms and conditions of Employee’s employment
with the Company, and supersedes any other agreements, verbal or written, on this subject matter.
CONFIRMED AND AGREED:
TSR, Inc. |
|
|
|
|
|
|
|
|
|
By: |
/s/
Bradley M. Tirpak |
|
By: |
/s/ John
Sharkey |
|
Bradley M. Tirpak |
|
|
John Sharkey |
|
Title: |
Chairman of the Board |
|
|
|
3
v3.23.3
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Oct. 27, 2023 |
Cover [Abstract] |
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Entity File Number |
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TSR, Inc.
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0000098338
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13-2635899
|
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DE
|
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400 Oser Avenue
|
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Suite 150
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Hauppauge
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NY
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TSR (NASDAQ:TSRI)
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