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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): May 10,
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 2.02
Results of Operations and Financial Condition.
As previously disclosed in the Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 10, 2017, on May
10, 2017, Versar, Inc. (the “Company”) held an investor
conference call to regarding its financial results for the first,
second and third quarters of its fiscal year 2017. A transcript of
the investor call is attached as Exhibit 99.1.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously disclosed in the Current Reports on Form 8-K filed
with the Securities and Exchange Commission on October 20, 2016 and
December 20, 2016, the Company received a letter from the Exchange
indicating that the Company was 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
Annual Report on Form 10-K for the year ended July 1, 2016 (the
“Annual Report”), as well as the Quarterly Reports on
Form 10-Q for the quarters ended September 30, 2016 and December
30, 2016 (each, a “Quaterly Report” and collectively,
the “Quarterly Reports”).
On May 11, 2017, the NYSE acknowledged that the Company filed the
Annual Report on March 28, 2017 and the Quarterly Reports on May
10, 2017. As a result, the Company has been removed from the late
filers’ list disseminated to data vendors and the
“LF” indicator posted on the Profile, Date and News
pages related to each issue has been removed. However, the Company
will continue to remain on the list of noncompliant issuers on the
Exchange’s website, and the “BC” indicator will
continue to be disseminated, due to the Company’s
noncompliance with Section of 1003(a)(i) of the Company
Guide.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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May
10, 2017 Investor call transcript
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99.2
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May
11, 2017 Letter from NYSE MKT
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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: May 15, 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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