TSR, Inc. (NASDAQ:TSRI) Files An 8-K Other EventsItem 8.01. Other Events
On November 16, 2018, the Board of Directors (the “Board”) of TSR, Inc. (“TSR” or the “Company”) received a letter from Robert Fitzgerald, president of stockholder QAR Industries, Inc. (“QAR”), dated November 14, 2018, containing a non-binding offer to acquire all of the common stock of the Company not already owned by QAR for $6.25 per share (the “non-binding offer”). A term sheet for the potential acquisition of TSR was attached to the offer letter. Based on Amendment No. 2 to QAR’s Schedule 13D, filed on November 20, 2018, Mr. Fitzgerald and QAR (together, the “QAR Entities”) own a total of 139,869 shares of the Company’s common stock, par value $.01 per share (“Common Stock”), which represents approximately 7.1% of the Company’s issued and outstanding Common Stock.
On November 16, 2018, the Company sent a letter to QAR acknowledging that it received the QAR letter on November 16, 2018 and informing QAR that it had forwarded the letter to the Special Committee of the Board (the “Special Committee”) for its consideration. As previously disclosed, the Board established the Special Committee to consider various strategic alternatives to maximize stockholder value.
On November 19, 2018, the Special Committee sent a letter to QAR informing QAR that (i) the Special Committee and the full Board were carefully evaluating the offer in good faith but that it would not be possible for the directors to complete their evaluation and respond to the offer by the November 19, 2018 deadline imposed in the offer; and (ii) the directors seek to satisfy their fiduciary responsibilities to the stockholders by considering and evaluating the offer against other strategic alternatives and will respond to the offer as expeditiously as possible.
On November 28, 2018, the Company issued a press release announcing that the Company had sent a letter to QAR dated November 27, 2018 on behalf the Board rejecting the non-binding offer. In its letter to QAR, the Company stated that the Board’s unanimous action came after careful consideration of the QAR letter and the non-binding offer and was in accordance with the unanimous recommendation of the Special Committee, after consultation with the Special Committee’s financial advisors and the Special Committee’s and the Company’s legal advisors. The Company’s letter stated that the Board and the Special Committee believe that the consideration being offered by QAR is inadequate and does not reflect the fair value of the common stock of the Company and, therefore, would not be in the best interest of the Company’s stockholders. The Company also stated that should QAR wish to communicate further with respect to its interest in the Company, it will make the Chairman of the Special Committee and the financial advisors to the Special Committee available to QAR or its representatives.
The press release issued by the Company dated November 28, 2018 is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by this reference. A copy of the letter from the Company to QAR is attached as Exhibit 99.2.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
TSR INC ExhibitEX-99.1 2 f8k112718ex99-1_tsrinc.htm PRESS RELEASE DATED NOVEMBER 28,…To view the full exhibit click here
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.