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): May 12, 2005 Versar Inc. ____________________________________________________________________ (Exact Name of Registrant as Specified in its Charter) Delaware 1-9309 54-0852979 ________ ______ __________ (State or Other (Commission File (IRS Employer Jurisdiction) Number) Identification No.) 6850 Versar Center, Springfield, Virginia 22151 _______________________________________________ (Address of Principal Executive Offices) (703) 750-3000 ______________ (Registrant's Telephone Number, Including Area Code) Not Applicable ______________ (Former Name or Former Address, if Changed Since Last Report) ____________________________________________________________________ Item 2.02. Results of Operations and Financial Condition In accordance with SEC Release No. 33-8255, the following information is furnished. On May 12, 2005, Versar, Inc. announced via press release the Company's results for its third quarter ended April 1, 2005. A copy of the Company's press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission. 2 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. VERSAR, INC. /S/ Lawrence W. Sinnott Date: May 12, 2005 By____________________________ Lawrence W. Sinnott Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) 3