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TSR evaluating strategic alternatives after founder requests sale

July 11, 2018

IT staffing provider TSR Inc. (NASD: TSR) will review strategic alternatives, including a possible sale of the company, according to a filing Monday with the US Securities and Exchange Commission.

The move follows a request from founder Joseph Hughes and his wife, Winifred, asking the board of directors to pursue a sale of the company. The request came to the company via a June 25 letter on their behalf from their son, James Hughes.

TSR’s board on Monday established a special committee to review the Hughes’ request. In addition to a sale, the review will evaluate other strategic alternatives available to the company, including:

  • Potential opportunities for a sale of the company by way of merger, consolidation, sale of equity securities (including the company’s outstanding common stock), sale of all or substantially all of the company’s assets, or other strategic transactions.
  • Recapitalization of the company.
  • The sale or exchange of the shares of common stock held by Joseph and Winifred Hughes in a transaction involving the company.
  • Remaining independent and continuing to execute the company’s business plans on a standalone basis, and to review, consider and evaluate, for purposes of advising the full board, whether any of the potential strategic alternatives is in the best interests of the company’s stockholders.

TSR also reported in the Monday filing that James Hill resigned his position as a member of the board of directors, and his positions on its audit, compensation and nominating committees, effective Monday. Hill’s resignation was not due to any disagreement with the company or the board related to the company’s operations, policies or practices, the filing stated.