8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

TSR, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	13-2635899
(State of incorporation or organization)	(I.R.S. Employer Identification no.)
400 Oser Avenue, Suite 150, Hauppauge, NY	11788
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Preferred Stock Purchase Rights, par value $0.01	NASDAQ Stock Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Explanatory Note

This Form 8-A/A is filed to supplement and amend the information set forth in the Form 8-A of TSR, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2019.

Item 1. Description of Registrant’s Securities to be Registered.

On March 31, 2021, the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), amended the Amended & Restated Rights Agreement, by and between the Company and the Rights Agent, originally dated as of August 29, 2018 and amended and restated as of September 3, 2019, as amended (collectively, the “Rights Agreement”), to change the Expiration Date (as defined in the Rights Agreement) of the Rights (as defined in the Rights Agreement) issued under the Rights Agreement from August 29, 2021 to March 31, 2021 (the “Amendment”). As a result of this amendment, effective as of the close of business on March 31, 2021, the Rights expired and are no longer outstanding and the Rights Agreement has terminated by its terms.

A copy of the Amended & Restated Rights Agreement and a summary of its material terms, which was filed with the SEC on a Form 8-K as Exhibit 4.1 on September 3, 2019, and a copy of the First Amendment to the Amended & Restated Rights Agreement, which was filed with the SEC on a Form 8-K as Exhibit 4.1 on February 4, 2021, are incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 4.3 and is incorporated herein by reference.

Item 2. Exhibits.

4.1	Amended & Restated Rights Agreement dated as of September 3, 2019 between the Company and Continental Stock Transfer & Trust Company as Rights Agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on September 3, 2019.
4.2	First Amendment to Amended & Restated Rights Agreement, dated as of February 4, 2021, between the Company and Continental Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on February 4, 2021.
4.3	Second Amendment to Amended & Restated Rights Agreement, dated as of March 31, 2021, between the Company and Continental Stock Transfer & Trust Company.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

TSR, INC.
By:	/s/ John G. Sharkey
	John G. Sharkey
	Senior Vice President and Chief Financial Officer

DATED: April 1, 2021

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EX-4.3

Exhibit 4.3

SECOND AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT

THIS SECOND AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT (the “Amendment”), dated as of March 31, 2021, is entered into by and between TSR, Inc. (the “Corporation”) and Continental Stock Transfer & Trust Company (the “Rights Agent”).

RECITALS

A. The Corporation and the Rights Agent entered into that certain Amended & Restated Rights Agreement, originally dated as of August 29, 2018 and amended and restated as of September 3, 2019, as amended (the “Rights Agreement”).

B. Pursuant to Section 26 of the Rights Agreement, for as long as the Rights are then redeemable, the Corporation may in its sole and absolute discretion, and the Rights Agent shall if the Corporation so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of the Rights.

C. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Rights Agreement.

NOW, THEREFORE, the parties hereto, intending legally to be bound, hereby agree as follows:

1. Amendments to the Rights Agreement.

(a) Section 7(a) of the Rights Agreement is hereby deleted in its entirety and replaced with the following:

“(a) The Rights shall not be exercisable until, and shall become exercisable on, the Distribution Date (unless otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 11(a)(ii) and Section 23(a) hereof). Except as otherwise provided herein, the Rights may be exercised, in whole or in part, at any time commencing with the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and certificate on the reverse side thereof duly executed (with signatures duly guaranteed), to the Rights Agent at the principal office of the Rights Agent in New York, New York together with payment of the Exercise Price for each Right exercised, subject to adjustment as hereinafter provided, at or prior to the Close of Business on the earlier of (i) March 31, 2021 (or if the Distribution Date shall have occurred before March 31, 2021, at the Close of Business on the 90th day following the Distribution Date) or (ii) the date on which the Rights are redeemed as provided in Section 23 hereof (such earlier date being herein referred to as the “Expiration Date”).”

(b) All references to the date of “August 29, 2021” in Exhibit A (Summary of Rights to Purchase Class A Preferred Stock, Series One) and Exhibit B (Form of Rights Certificate) to the Rights Agreement shall hereby be changed to “March 31, 2021”.

2. Remaining Terms. Those portions of the Rights Agreement that are not expressly amended hereby shall continue in full force and effect. Notwithstanding the foregoing, the Rights Agent and the Corporation acknowledge and agree that upon the Expiration Date the Rights Agreement shall terminate and be of no further force and effect.

3. Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts will be construed together and will constitute one agreement. Further, this Amendment may be executed by transfer of an originally signed document by e-mail in PDF format or other electronic means, any of which will be as fully binding as an original document.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the date first above written.

TSR, INC.
By:	/s/ John G. Sharkey
Name:	John G. Sharkey
Title:	Sr. VP & Secretary
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Erika Young
Name:	Erika Young
Title:	Vice President