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):

May 18, 2017

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 Employer Identification No.)

400 Oser Avenue, Suite 150, Hauppauge, NY	11788
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 231-0333

(Former name or former address, if changed since last report)

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))

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 o

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. o 

Section 8 – Other Events

Item 8.01 Other Events.

On May 18, 2017, the Board of Directors of TSR, Inc. (“TSR” or the “Company”) received a letter from Zeff Capital L.P. (“Zeff Capital”) in which Zeff Capital expressed an interest in reaching an agreement with TSR on Zeff Capital’s acquisition of all of TSR’s outstanding shares of common stock for $6.15 per share in cash, which represents a premium of approximately 27% over the closing price of TSR’s common stock on May 17, 2017. Zeff Capital currently owns 140,627 shares of TSR’s common stock, which represent approximately 7.2% of TSR’s issued and outstanding common stock. On May 18, 2017, Zeff Capital and its affiliated entities filed an amended Schedule 13D with the Securities and Exchange Commission in which Zeff Capital disclosed its interest in acquiring all of TSR’s outstanding common stock, and a copy of Zeff Capital’s letter dated May 17, 2017 to the Board of Directors of TSR is filed as Exhibit 99.2 to Zeff Capital’s amended Schedule 13D. A copy of Zeff Capital’s letter is also filed herewith as Exhibit 99.2. Zeff Capital’s proposal and the proposed consideration of $6.15 per share as stated in the letter are not legally binding and are conditioned upon completion of satisfactory due diligence, completion of a financing plan, and negotiation of mutually acceptable definitive agreements, among other conditions.

The Company has provided a copy of Zeff Capital’s letter dated May 17, 2017 to the members of its Board of Directors for review.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release re: TSR Receives Offer to Acquire Outstanding Shares of TSR Common Stock
99.2	Letter dated May 17, 2017 from Zeff Capital L.P. to the Board of Directors of TSR

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TSR, INC.
(Registrant)
By:	/s/ John G. Sharkey
	John G. Sharkey
	Vice President-Finance, Controller and Secretary

Date: May 19, 2017

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release re: TSR Receives Offer to Acquire Outstanding Shares of TSR Common Stock
99.2	Letter dated May 17, 2017 from Zeff Capital L.P. to the Board of Directors of TSR

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EX-99.1

Exhibit 99.1

  400 Oser Ave Hauppauge, NY  11788 Contact: John Sharkey     
631-231-0333     

TSR RECEIVES OFFER TO ACQUIRE OUTSTANDING SHARES OF TSR COMMON STOCK 

TSR, Inc. (Nasdaq:TSRI) (“TSR” or the “Company”) announced today that Zeff Capital L.P. (“Zeff Capital”), a Delaware limited partnership that owns approximately 7.2% of TSR’s common stock, filed an amended Schedule 13D with the Securities and Exchange Commission on May 18, 2017. This filing reported that on May 17, 2017, Zeff Capital delivered a letter to the Company indicating, among other things, Zeff Capital’s interest, expressed on behalf of its affiliated investment funds, in acquiring all of the outstanding shares of common stock not already owned by Zeff Capital or its affiliates for $6.15 per share, in cash. In addition, Zeff Capital’s letter states that the proposed purchase price represents a premium of approximately 27% over the closing price of TSR common stock on May 17, 2017. The filing states that the proposal is conditioned upon, among other things, completion of satisfactory due diligence, completion of a financing plan, negotiation of mutually acceptable definitive agreements and the satisfaction (or waiver) of the then conditions expected to be set forth in such agreements.

The Company has provided a copy of Zeff Capital’s letter to the members of its Board of Directors for review. 

EX-99.2

Exhibit 99.2

Z e f f  C a p i t a l

May 17, 2017

Board of Directors

c/o Joseph Hughes, Chairman

TSR, Inc.

400 Oser Avenue

Hauppauge, NY 11788

Dear Joe,

Zeff Capital L.P, ("Zeff Capital") on behalf of our affiliated investment fund, is pleased to inform you of our interest in acquiring all of the outstanding shares of common stock of TSR, Inc. ("TSRI") not already owned by us or our affiliates, for $6.15 per share in cash. This proposal represents a premium of approximately 27% over the closing price on May 17, 2017. Zeff Capital is the largest outside shareholder of TSRI and currently owns 140,627 shares of the company's common stock, which represents approximately 7.2% of TSRI's outstanding stock.

Zeff Capital has been a loyal, long term investor in TSRI for more than a decade, but our patience has run out. TSRI's management has been unable to achieve profitable growth, producing a mere $200,000 in cumulative net income over the past five years from Fiscal 2013-2017. During that same time period, TSRI has paid out a total of approximately $5 million in salary and bonuses to you and your son Chris, and a total of more than $6 million including VP John Sharkey. Nothing has been distributed to shareholders since the last dividend in November 2012, and while you have expressed your intention to cause TSRI to pay a dividend within the next two years, we have no assurance that this will actually occur. TSRI cannot exist solely for the purpose of paying your family and senior management.

At the current price of $4.85 per share, TSRI's stock is trading for a pitiful enterprise value of $3.4 million, on $60 million in revenues and $10 million in gross profit per year. That is a ridiculous valuation for a U.S. listed company and it is due to lack of faith and trust in management.

As early as February 2017, you indicated that TSRI would be pursuing a sale process and was seeking to engage an investment bank for that purpose. Based on recent conversations, it appears that plans to pursue a strategic transaction have been abandoned.

Moreover, you have indicated that you intend to retire in the relatively near term. Your retirement and Chris' ascension to CEO would not change TSRI's prospects and your shareholders would continue to suffer indefinitely.

Z E F F  C A P I T A L,  LP

885 Sixth Avenue
New York, NY 10001

Z e f f  C a p i t a l

If you do not accept Zeff Capital's offer, we believe you should immediately pursue a sale of TSRI. To that end, we would be happy to put you in touch with multiple investment banks that would be interested in discussing a sale process.

We are available to meet with the Board of Directors to discuss this proposal at your earliest convenience. We have already engaged legal counsel, which stands ready to assist us in pursuing an expedited closing.

This letter does not constitute a legally binding obligation, and there will be no binding obligation except as set forth in definitive acquisition documents executed by all parties. Nor is this letter an offer to purchase or a solicitation of an offer to sell securities. Our proposal is conditioned upon, among other things, completion of satisfactory due diligence, completion of our financing plan, negotiation of mutually acceptable definitive agreements (and the conditions set forth in such agreements).

While we appreciate the Board's need to conduct an appropriate process in evaluating our proposal, time is of the essence and your prompt consideration of this proposal is requested.

In the event that we do not reach agreement, we reserve the right to pursue all other options necessary to protect our investment, including, but not limited to, pursuing other strategic buyers of the company, seeking board seats, exploring changes to the company's management, and any and all other methods of achieving a fair value for our shares.

Very truly yours,
ZEFF CAPITAL, L.P.
By: Zeff Holding Company, LLC,
as general partner
By:	/s/ Daniel Zeff
Name:	Daniel Zeff

Z E F F  C A P I T A L,  LP

885 Sixth Avenue

New York, NY 10001