TSR, Inc. (NASDAQ:TSRI) Files An 8-K Other Events
Item 8.01 Other Events
On July 19, 2019, TSR, Inc. (the “Company”) announced that it had rescheduled the 2018 annual meeting of stockholders of the Company (the “2018 Annual Meeting”), originally scheduled for November 28, 2018, to September 13, 2019. As previously disclosed, the Board of Directors of the Company (the “Board”) previously postponed the 2018 Annual Meeting in light of the actions of what the Company believes is a group of stockholders consisting of Zeff Capital, L.P. (“Zeff”), QAR Industries, Inc. (“QAR”) and Fintech Consulting, LLC (“Fintech”) (each, an “Insurgent” and, collectively, the “Insurgent Group”), seeking to effectuate a “creeping takeover” of the Company. The Company believes the Insurgent Group’s coordinated activities violated the disclosure and anti-fraud requirements of the federal securities laws under Sections 13(d) and 14(a) of the Securities Exchange Act of 1934, as amended, and the related rules and regulations promulgated by the Securities and Exchange Commission. The Company believes the Insurgent Group took these actions in order to subvert public stockholder protections and deprive TSR’s stockholders of accurate information regarding the Insurgent Group and its intentions, in violation of TSR’s shareholders’ statutory right to full and fair disclosure and to cast an informed vote at the 2018 Annual Meeting.
On August 6, 2019, the Company filed its preliminary proxy statement for the upcoming 2018 Annual Meeting providing for, among other things, the election of Class I Directors. On August 7, 2019, Zeff filed a competing preliminary proxy statement purporting to nominate directors (the “Zeff Nominees”) for election and proposing stockholder proposals (the “Zeff Proposals”). The Board has carefully considered each of the Zeff Nominees and Zeff Proposals in accordance with the due exercise of their fiduciary duties and has determined each is not in the best interests of the Company and its stockholders.
In addition, on August 7, 2019, Zeff filed a verified complaint against the Company in the Court of Chancery of the State of Delaware (the “Chancery Court”) seeking to compel the Company to hold an annual meeting of its stockholders for the purpose of electing directors. The Complaint requests that the Chancery Court compel the Company to hold an annual meeting of stockholders on September 13, 2019, or on a date promptly thereafter, and requests the Chancery Court to direct the Company to take all necessary actions to ensure that Class I and Class III directors are subject to election at the upcoming annual meeting of stockholders of the Company.
The Company believes the allegations in the Complaint suggesting that multiple classes of directors are subject to election at the 2018 Annual Meeting are without merit and intends to defend the lawsuit vigorously.
Information Concerning Forward-Looking Statements
The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to hold an annual meeting of stockholders on September 13, 2019 consistent with the Company’s plan of compliance and the terms of Nasdaq’s extension of the time in which the Company must regain compliance with the Annual Meeting Rule, and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.
About TSR, Inc. (NASDAQ:TSRI)
TSR, Inc. is engaged in providing contract computer programming services to its customers. The Company provides its customers with technical computer personnel. It provides its customers with technical computer personnel to supplement their in-house information technology (IT) capabilities. The Company offers staffing capabilities in the areas of mainframe and mid-range computer operations, personal computers and client-server support, Internet and e-commerce operations, voice and data communications (including local and wide area networks), and help desk support. It provides services on day-to-day operations, special projects and on short-term or long-term basis. It also offers various services to other companies in various sectors, such as insurance, pharmaceutical and biotechnology, publishing and new media, financial services and project utilities. It provides contract computer programming services in the New York metropolitan area, New England and the Mid-Atlantic region.