UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TSR, INC.
(Name of Subject Company)
TSR, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
872885207
(CUSIP Number of Class of Securities)
Thomas Salerno
Chief Executive Officer
400 Oser Avenue, Suite 150
Hauppauge, NY 11788
(631) 231-0333
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person(s) filing statement)
With copies to:
Lawrence R. Bard, Esq.
Scott D. Museles, Esq.
Shulman Rogers, P.A.
12505 Park Potomac Ave, Suite 600
Potomac, MD 20854
(301) 230-5200
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by TSR, Inc., a Delaware corporation (“TSR” or the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on May 30, 2024 (the “Filed Schedule 14D-9”).
The Filed Schedule 14D-9 relates to the tender offer by Vienna Acquisition Corporation (“Purchaser”), a Delaware corporation and wholly owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), to purchase all of the issued and outstanding shares of Common Stock, par value $0.01 per share, of the Company, at a purchase price of $13.40 per Share (the “Offer Price”), net to the stockholder in cash, without interest, and less any applicable tax withholding, on the terms and subject to the conditions set forth in the Offer to Purchase, dated as of May 30, 2024 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”), and pursuant to the Agreement and Plan of Merger, dated as of May 15, 2024, by and among Parent, Purchaser and TSR (as may be amended from time to time, the “Merger Agreement”).
This Amendment is being filed to reflect certain updates to the Filed Schedule 14D-9 as set forth below. Underlined text shows text being added to a referenced disclosure in the Filed Schedule 14D-9 and a line through text shows text being deleted from a referenced disclosure in the Filed Schedule 14D-9. Except as otherwise set forth below, the information in the Filed Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. All page references in the information below are to pages in the Filed Schedule 14D-9, and all capitalized terms used below, unless otherwise defined, shall have the meanings set forth in the Filed Schedule 14D-9.
Item 3. Past Contacts, Transactions, Negotiations and Agreements
The first sentence of the second paragraph under the subheading “Merger Agreement” on page 3 of the Filed Schedule 14D-9 is revised to read as follows:
● | “The foregoing summary of the material terms of the
Merger Agreement and the descriptions of the conditions to the Offer contained in the Offer to Purchase and incorporated herein by reference
|
The first sentence of the second paragraph under the subheading “Confidentiality Agreement” on page 4 of the Filed Schedule 14D-9 is revised to read as follows:
● | “This summary and description of the Confidentiality
Agreement |
The first sentence of the second paragraph under the subheading “Due Diligence and Exclusivity Agreement and Amendments Thereto” on page 4 of the Filed Schedule 14D-9 is revised to read as follows:
● | “This summary and description of the Exclusivity Agreement,
First Amendment to the Exclusivity Agreement, Second Amendment to the Exclusivity Agreement, and Third Amendment to the Exclusivity Agreement
|
The first sentence of the final paragraph under the subheading “Tender and Support Agreements” on page 5 of the Filed Schedule 14D-9 is revised to read as follows:
● | “This summary and description of the Tender and Support Agreements |
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Item 4. The Solicitation or Recommendation – Opinion of TSR’s Financial Advisor
The first sentence of the third paragraph under the subheading “General” on page 25 of the Filed Schedule 14D-9 is revised to read as follows:
● | “The foregoing summary |
Item 4. The Solicitation or Recommendation – Certain Unaudited Prospective Financial Information of TSR
The section of the Filed Schedule 14D-9 under the subheading “Certain Unaudited Prospective Financial Information of TSR” on page 26 beginning with the fourth paragraph thereunder through the paragraph following the Projections chart is revised to read as follows:
“The following table presents a summary of the Projections:
FY24 (May 31, 2024) | ACTUAL | ACTUAL | FORECAST | FORECAST | FORECAST | |||||||||||||||
TSR CONSOLIDATED FORECAST | Q1 | Q2 | Q3 | Q4 | FY24 TOTAL | |||||||||||||||
REVENUE ($) | 22,580,754 | 21,687,444 | 19,702,992 | 20,115,738 | 84,086,928 | |||||||||||||||
COST OF SALES ($) | 18,554,043 | 17,869,383 | 16,371,878 | 16,556,683 | 69,351,987 | |||||||||||||||
SELLING, GENERAL & ADMINISTRATIVE EXPENSES ($) | 3,251,761 | 3,185,103 | 3,368,858 | 3,096,088 | 12,901,810 | |||||||||||||||
INTEREST INCOME (EXPENSE) ($) | (286 | ) | 34,669 | 27,393 | 33,000 | 94,776 | ||||||||||||||
LESS NONCONTROLLING INTEREST ($) | 24,875 | 26,643 | 15,876 | 20,115 | 87,509 | |||||||||||||||
NET PROFIT BEFORE TAXES ($) | 749,789 | 640,984 | -26,227 | 475,852 | 1,840,398 |
FY25 (May 31, 2025) | FORECAST | FORECAST | FORECAST | FORECAST | FORECAST | |||||||||||||||
TSR CONSOLIDATED FORECAST | Q1 | Q2 | Q3 | Q4 | FY25 TOTAL | |||||||||||||||
REVENUE ($) | 20,734,650 | 23,863,190 | 24,252,400 | 25,513,380 | 94,363,620 | |||||||||||||||
COST OF SALES ($) | 16,922,315 | 19,472,457 | 20,341,433 | 21,046,578 | 77,782,783 | |||||||||||||||
SELLING, GENERAL & ADMINISTRATIVE EXPENSES ($) | 3,130,005 | 3,438,037 | 3,522,189 | 3,507,861 | 13,598,092 | |||||||||||||||
INTEREST INCOME (EXPENSE) ($) | 28,000 | 28,000 | 50,000 | 50,000 | 156,000 | |||||||||||||||
LESS NONCONTROLLING INTEREST ($) | 22,683 | 20,473 | 10,469 | 21,394 | 75,019 | |||||||||||||||
NET PROFIT BEFORE TAXES ($) |
687,647 |
960,223 |
428,309 |
987,547 |
3,063,726 | (a) |
(a) Still Includes all Public Company Expenses
TSR is summarizing providing the Projections in
this Schedule 14D-9 to provide holders of Shares with access to certain non-public, unaudited, risk-adjusted prospective financial information
that was prepared for the TSR Board for the purposes described above. TSR makes and has made no representation to Parent or Purchaser,
in the Merger Agreement or otherwise, concerning any projected financial information, including the Projections.”
Item 8. Additional Information
The second sentence of the second paragraph under the subheading “Appraisal Rights” on page 29 of the Filed Schedule 14D-9 is revised to read as follows:
● | “This summary |
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SIGNATURE
After due 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.
TSR, INC. | |||
Dated: June 14, 2024 | By: | /s/ Thomas Salerno | |
Name: | Thomas Salerno | ||
Title: | Chief Executive Officer |
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