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):
April 6,
2017
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 April 6, 2017, Versar, Inc. (the “Company”) received
a letter from NYSE MKT LLC (the “Exchange”) stating
that the Exchange has determined that the Company is not in
compliance with Section 1003(a)(i) of the Exchange Company Guide
(the “Company Guide”) due to the Company’s
recently reported stockholders’ equity of $1,068,000 as of
July 1, 2016 and net losses in its fiscal years ended July 1, 2014
and July 1, 2016. The letter also issued an early warning of the
Company’s potential non-compliance with Section 1003(a)(iv)
since the uncertainty regarding the Company’s ability to
generate sufficient cash flows and liquidity to fund operations
raises substantial doubt about its ability to continue as a going
concern.
The letter requires the Company to submit a plan by May 6, 2017
advising of actions it has taken or will take to regain compliance
with the continued listing standards by October 6, 2018. If
the Company’s plan is accepted by the Exchange, then the
Company will be able to continue its listing during the period
ending October 6, 2018, during which time it will be subject to
periodic reviews, including quarterly monitoring, for compliance
with the plan. If the Company does not
submit a plan or if the plan is not accepted, delisting proceedings
will commence. 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 October 6, 2018, or if
the Company does not make progress consistent with the plan, then
the Exchange staff will initiate delisting proceedings as
appropriate. The Company remains
subject to the conditions of the letter previously issued by the
Exchange on December 12, 2016 requiring that it regain compliance
with the Exchange’s requirement to timely file annual and
interim reports with the Securities and Exchange Commission by May
31, 2017.
The Company issued a press release on April 12, 2017 stating that
it had received the letter from the Exchange.
Item
9.01
Financial Statements and Exhibits
99.1
Press
Release dated April 12, 2017
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: April 12, 2017
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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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