UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
SEPTEMBER 23, 2005
Date of report (Date of earliest event reported)
TSR, INC.
(Exact Name of Registrant as Specified in its charter)
DELAWARE 0-8656 13-2635899
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(State or Other Jurisdiction (Commission File Number) (I.R.S.
of Incorporation) Employer
Identification No.)
400 OSER AVENUE, HAUPPAUGE, NY 11788
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(Address of Principal Executive Offices) (Zip Code)
(631) 231-0333
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(Registrant's Telephone Number, Including Area Code)
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(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.
[ ] Written communication 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))
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Item 1.01 Entry into a Material Definitive Agreement.
In connection with the resignation of Ernest Bago as a director of TSR, Inc.(the
"Company") and as chief operating officer of the Company's principal operating
subsidiary, as detailed in Item 5.02 below, the Company entered into a
consulting agreement with Mt. Bago pursuant to which the employment agreement
between the Company and Mr. Bago (which was previously filed as Exhibit 10.1 to
the Company's Annual Report on Form 10-K for the year ended May 31, 2004) was
terminated. Under terms of the agreement with Mr. Bago dated September 23, 2005
, Mr. Bago will provide consulting services to the Company and the Company will
pay him compensation at the rate of $200,000 per annum for a 20 month period,
which is the same as the base salary he would have received under his employment
agreement. Mr. Bago will also be entitled to receive the bonus payable under his
employment agreement for the quarter ended August 31, 2005, and will continue to
be entitled to use of an automobile and health care benefits during the term of
the consulting agreement.
Item 1.02. Termination of a Material Definitive Agreement.
See Item 1.01.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 23, 2005, Ernest Bago resigned as a director of the Company and as
chief operating officer of the Company's principal operating subsidiary. A
summary of the material terms of the consulting agreement is contained in Item
1.01 of this Current Report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TSR, INC.
By: S/ JOHN G. SHARKEY
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Name: John G. Sharkey
Title: Vice President and Secretary
Date: September 28, 2005
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