UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): October 17,
2016
VERSAR, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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1-9309
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54-0852979
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6850 Versar Center Springfield, Virginia 22151
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(Address of principal executive offices)
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(Zip Code)
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(703) 750-3000
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(Registrant’s
telephone number, including area code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
On
September 30, 2016, Versar, Inc. (the “Company”) filed
a Form 12b-25 with the Securities and Exchange Commission
(“SEC”) indicating that the Company was delaying the
filing of its Annual Report on Form 10-K for the year ended July 1,
2016. On October 13, 2016, the Company orally notified NYSE MKT LLC
(the “Exchange”) that the Form 10-K would be delayed
beyond the extended filing period afforded by Rule 12b-25. As
previously disclosed in the Form 12b-25, and a Form 8-K filed on
the same date, the Company is in negotiations with Bank of America,
N.A. regarding resolution of the Company’s defaults under
certain covenants of its current credit facility, and will complete
its Form 10-K once these negotiations conclude.
On October 17, 2016, the Company received a letter
from the Exchange stating that the Exchange has determined that the
Company is not in compliance with Sections 134 and 1101 of the
Exchange’s Company Guide (the “Company Guide”)
due to the Company’s failure to timely file with the SEC its
Annual Report on Form 10-K for the year ended July 1, 2016.
The letter also states that the Company’s failure to timely
file its Annual Report on Form 10-K is a material violation of its
listing agreement with the Exchange and, therefore, pursuant to
Section 1003(d) of the Company Guide, the Exchange is authorized to
suspend and, unless prompt corrective action is taken, remove the
Company’s securities from the Exchange. The Exchange has
informed the Company that, in order to maintain its listing on the
Exchange, the Company must, by November 16, 2016, submit a plan of
compliance (the “Plan”) advising the Exchange of
actions it has taken or will take to regain compliance with
Sections 134 and 1101 of the Company Guide by January 17, 2017 (the
“Plan Period”). If the Company’s Plan is accepted
by the Exchange, then the Company will be able to continue its
listing during the Plan Period, during which time it will be
subject to periodic monitoring for compliance with the Plan. If the
Company does not submit a Plan or the Company’s Plan is not
accepted by the Exchange, then the Company will be subject to
delisting proceedings. Furthermore, if the Plan is accepted by the
Exchange, but the Company is not in compliance with the continued
listing standards of the Company Guide by January 17, 2017, or if
the Company does not make progress consistent with the Plan during
the Plan Period, then the Exchange staff will initiate delisting
proceedings as appropriate.
Also
on October 20, 2016, the Company issued a press a release stating
that it had received the letter from the Exchange.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibit
99.1 - Press Release dated October 20, 2016.
SIGNATURE
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, thereunto duly authorized.
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Dated: October 20, 2016
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VERSAR, INC.
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By:
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/s/ JAMES D. VILLA
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James D. Villa
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Senior Vice President and General Counsel
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