UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
August 13, 2019
H. Timothy Eriksen
CEO and Interim CFO
Solitron Devices, Inc.
3301 Electronics Way
West Palm Beach, FL 33407
Re: TSR, Inc.
PREC14A filed by H. Timothy Eriksen, et al.
Filed August 7, 2019
File No. 001-38838
Dear Mr. Eriksen:
We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so we may better understand
the disclosure.
Please respond to this letter by amending the filing and/or by
providing the requested
information. If you do not believe our comments apply to your facts and
circumstances and/or
do not believe an amendment is appropriate, please tell us why in a written
response.
After reviewing any amendment to the filing and/or any information
provided in response
to these comments, we may have additional comments.
Schedule 14A
Q: How do proxies work, page 5
1. Please revise the statement regarding the potential use of discretionary
authority appearing
after "(8)" so that it conforms to the standards codified at Rule
14a-4(c)(3) and is consistent
with the disclosure appearing under the heading "Miscellaneous" on page 25.
In addition,
please make conforming changes to the Form of Proxy Card.
2. If the "Zeff Group", as defined in the proxy statement, is a group as
determined under
Section 13(d) of the Securities Exchange Act of 1934, please revise the
associated Schedule
13D to check the appropriate box in Item 2 and identify all group members.
Alternatively,
please provide us with a brief legal analysis in support of the apparent
conclusion that no
shareholder group exists as determined under the federal securities laws.
H. Timothy Eriksen
August 13, 2019
Page 2
Certain Information Concerning the Nominees, page 18
3. Please provide us with a brief legal analysis in support of the
representation that the proxy
holders will be authorized to vote for substitute nominees, if needed, given
the participants'
generic reference to TSR's By-Laws. Please specifically address for us, with
a view toward
revised disclosure, whether or not any timeframe memorialized in any advance
notice bylaw
is required to be satisfied and has been or will be satisfied.
4. Please refer to the following statement: "By utilizing their respective
experiences and
working constructively with the other Board members, the Zeff Group believes
that the
Nominees can effect positive change at the Company." Please qualify this
statement by
indicating the entire size of TSR's Board of Directors and acknowledging the
possibility that
the number of participants ultimately elected, if any, may not constitute a
majority. The
revised disclosure should also state that no assurance can be given that any
of the
participants' nominees would be able to "effect positive change at the
Company" if less than
a majority of the board seats are occupied by nominees of the participant
who are elected.
Proposals 5 | Proposal Regarding Poison Pill Redemption, page 15
5. At present, the criticism of the "poison pill" is unbalanced and appears to
ignore the
Commission guidance. Given that Item 19 requires the registrant to disclose
"the general
effect of such amendment," and Instruction 2 thereto references
anti-takeover and similar
proposals, please disclose the general other effects approval of such a
proposal could have in
the takeover context, of advise. If the proposed action is regulated under
Item 18 instead of
Item 19, however, a revision to the proxy statement will be unnecessary but
the support for
such a conclusion should be provided by the participants in response to this
comment.
Certain Effects of this Solicitation, page 26
6. Given that the solicitation in opposition could result in a majority of
directors being elected
who were not nominated by the registrant, please revise to describe whether
or not the
election of a majority of such nominees would constitute a change in control
within the
meaning of the term as it used within any of the registrant's governing
documents other than
the Hughes Employment Agreement. Please quantify the overall economic
impact, if any,
that would result if any changes in control were to occur by virtue of the
election of a
majority of directors not nominated by the registrant (as defined in Rule
14a-1(j)).
Certain Information Concerning the Nominees, page A-1
7. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state
whether or not
any of the participants have been the subject of criminal convictions within
the last ten years,
please provide us with a written reply on behalf of each participant in
response to this line
item notwithstanding the fact that a negative response need not be disclosed
in the proxy
statement filed under cover of Schedule 14A.
H. Timothy Eriksen
August 13, 2019
Page 3
Form of Proxy Card
8. Please revise to expressly include the disclosures required by Rule
14a-4(e). The current
apparent attempted formulation "Unless otherwise specified..." is not
compliant.
* * *
We remind you that the participants are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact me at (202) 551-3266 with any questions.
Sincerely,
/s/ Nicholas P.
Panos
Nicholas P. Panos
Senior Special
Counsel
Office of Mergers
and Acquisitions
cc: Douglas K. Schnell, Esq.