UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)
TSR, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
872885207
(CUSIP Number)
Winifred M. Hughes 1278 Ridge Rd Syosset, NY 11791
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 25, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. | 872885207 |
| 1 | NAMES
OF REPORTING PERSONS
Winifred M. Hughes | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (See Instructions)
PF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
N/A |
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
819,491 (1) | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
819,491 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,491 (1) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A |
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.8% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN, HC | |
Page 2
| Item 1. | Security and Issuer |
This Amendment No. 2 to Schedule 13D, which is filed pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), amends and supplements the original Schedule 13D, dated March 9, 2017, as amended by Amendment No. 1 dated February 15, 2018, which were filed with the Securities and Exchange Commission on behalf of Winifred Hughes with respect to the ownership of common stock, $0.01 par value, of TSR, Inc., a Delaware corporation (“Common Stock”).
| Item 4. | Purpose of Transaction |
See Exhibit 99.1: Letter to the Company dated June 25, 2018.
| Item 5. | Interest in Securities of the Issuer |
N/A
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
N/A
| Item 7. | Material to Be Filed as Exhibits |
Exhibit 99.1: Letter to the Company dated June 25, 2018.
Page 3
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| June 28, 2018 | |
| Dated | |
| /s/ Winifred M. Hughes | |
| Signature | |
| Winifred M. Hughes | |
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Exhibit 99.1
VIA Fax: 631-435-1428
June 25, 2018
Board of Directors
℅ Christopher Hughes
Chairman
TSR, Inc.
400 Oser Avenue, Suite 150
Hauppauge, NY 11788
Dear Chris,
Joseph F. Hughes & Winifred M. Hughes (JFH & WMH) have asked me ( James Hughes ) to dispose of their 819,000 shares of TSR, Inc. (“TSRI”) common stock which represents approximately 41.8% of the outstanding shares of TSR, Inc.
At Friday’s closing price of $4.60 per share, TSRI’s stock is trading at a price that does not accurately reflect it’s true value. The reported sales and earnings for the first nine months of the fiscal year ending May 31, 2018 are a disappointment.
I ask that you immediately pursue a sale of TSRI. I believe that while the Board needs to conduct an appropriate process in evaluating my request to sell the company, time is of the essence and your prompt consideration of this proposal is requested.
Godspeed,
James Hughes
1278 Ridge Rd
Syosset, NY 11791