Blueprint
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): December 20, 2016
(December 15, 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
By
current report on Form 8-K filed on October 20, 2016, Versar,
Inc. (the “Company”) reported that it had received a
letter from NYSE MKT LLC (the “Exchange”) stating 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 Securities and Exchange Commission (“SEC”) its
Annual Report on Form 10-K for the year ended July 1,
2016. Subsequently, the Company also failed to file its Quarterly
Report on Form 10-Q for the quarter ended September 30,
2016, constituting an additional compliance issue under
Sections 134 and 1101 of the Company Guide. Pursuant to the
requirements of the Exchange’s letter, the Company submitted
a plan of compliance to the Exchange on November 16,
2016.
On
December 15, 2016, the Company received a letter from the
Exchange indicating that the Exchange has accepted the
Company’s plan and extension request and granted the Company
an extended plan period through May 31, 2017 to restore compliance
under the Company Guide. The staff of the Exchange will review the
Company periodically for compliance with the initiatives outlined
in its plan. If the Company is not in compliance with the continued
listing standards by May 31, 2017 or if the Company does not
make progress consistent with the plan during the plan period, the
Exchange staff has indicated that it would initiate delisting
proceedings as appropriate.
Also on
December 20, 2016, the Company issued a press release stating
that it had received the letter from the Exchange.
Item
9.01.
Financial Statements and Exhibits.
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(d)
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Exhibit 99.1 – Press Release dated December 20,
2016.
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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: December 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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