Podstawowe statystyki
| CIK | 803647 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Versar, Inc.
SEC Filings (Chronological Order)
Na tej stronie znajduje się pełna, chronologiczna lista zgłoszeń SEC, z wyłączeniem zgłoszeń własności, które udostępniamy gdzie indziej.
| November 14, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-9309 Versar, Inc. (Exact name of registrant as specified in its charter) J |
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| November 14, 2017 |
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): November 10, 2017 VERSAR, INC. (Exact name of registrant as specified in charter) Delaware 1-9309 54-0852979 (State or Other jurisdiction of incorporation) (Commission File Number) (I |
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| November 13, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VERSAR, INC. (Name of Subject Company) VERSAR, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 925297103 (CUSIP Number |
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| November 13, 2017 |
KINGSWOOD CAPITAL ACQUIRES VERSAR INC. EX-99.(A)(5)(I) 2 a17-251443ex99da5i.htm EX-99.(A)(5)(I) EXHIBIT 99(A)(5)(I) KINGSWOOD CAPITAL ACQUIRES VERSAR INC. Kingswood Capital Management LLC (“Kingswood”), an operationally-focused middle market private equity investment firm, is pleased to announce that its affiliate has completed the take-private acquisition of Versar, Inc. (“Versar”). Founded in 1969, Versar is a market leader in projec |
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| November 13, 2017 |
SC TO-T/A 1 a17-251443sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) VERSAR, INC. (Name of Subject Company) KINGSWOOD GENESIS FUND I, LLC KW GENESIS MERGER SUB, INC. KINGSWOOD CAPITAL I, LP KINGSWOOD CAPITA |
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| November 6, 2017 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE AMERICAN LLC (the 'Exchange' or 'NYSE American') hereby notifies the Securities and Exchange Commission ('SEC') of its intention to remove the entire class of common stock (the 'Common Stock') of Versar, Inc. (the 'Company') from listing and registration on the Exchange on Nov |
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| November 2, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VERSAR, INC. (Name of Subject Company) VERSAR, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 925297103 (CUSIP Number |
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| November 2, 2017 |
SC TO-T/A 1 a17-251441sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) VERSAR, INC. (Name of Subject Company) KINGSWOOD GENESIS FUND I, LLC KW GENESIS MERGER SUB, INC. KINGSWOOD CAPITAL I, LP KINGSWOOD CAPITA |
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| November 2, 2017 |
November 2, 2017 Daniel F. Duchovny Special Counsel U.S. Securities and Exchange Commission Office of Mergers and Acquisitions 450 Fifth Street, N.W. Washington, DC 20549 Re: Versar, Inc. Schedule 14D-9 Filed October 6, 2017 File No.: 005-38041 Dear Mr. Duchovny: This letter responds to the comment received from the staff of the Division of Corporation Finance (the Staff) of the U.S. Securities |
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| October 30, 2017 |
Annual Report - PRIMARY DOCUMENT 10-K/A 1 a10-ka27octclean.htm PRIMARY DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File June 30, 2017 No. 1-9309 Versar, Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdic |
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| October 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 27, 2017 Via E-Mail Jessica M. Norris, Esq. Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO 64111 Re: Versar, Inc. Amended Schedule TO-T filed October 23, 2017 by KW Genesis Merger Sub, Inc. et. al. SEC File No. 005-38041 Dear Ms. Norris: We have reviewed your filing and have |
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| October 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 27, 2017 Via E-Mail Elizabeth Noe, Esq. Paul Hastings LLP 1170 Peachtree Street N.E., Suite 100 Atlanta, GA 30309 Re: Versar, Inc. Amended Schedule 14D-9 filed October 6, 2017 SEC File No. 005-38041 Dear Ms. Noe: We have reviewed your filing and have the following comment. Amended Schedu |
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| October 23, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VERSAR, INC. (Name of Subject Company) VERSAR, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 925297103 (CUSIP Number |
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| October 23, 2017 |
SC TO-T/A 1 a17-243561sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) VERSAR, INC. (Name of Subject Company) KINGSWOOD GENESIS FUND I, LLC KW GENESIS MERGER SUB, INC. KINGSWOOD CAPITAL I, LP KINGSWOOD CAPITA |
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| October 23, 2017 |
October 23, 2017 Daniel F. Duchovny Special Counsel U.S. Securities and Exchange Commission Office of Mergers and Acquisitions 450 Fifth Street, N.W. Washington, DC 20549 Re: Versar, Inc. Schedule 14D-9 Filed October 6, 2017 File No.: 005-38041 Dear Mr. Duchovny: This letter responds to the comment received from the staff of the Division of Corporation Finance (the Staff) of the U.S. Securities |
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| October 16, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 16, 2017 Via E-Mail Jessica M. Norris, Esq. Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO 64111 Re: Versar, Inc. Schedule TO-T filed October 6, 2017 by KW Genesis Merger Sub, Inc. and Kingswood Genesis Fund I, LLC SEC File No. 005-38041 Dear Ms. Norris: We have limited our |
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| October 16, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 16, 2017 Via E-Mail Elizabeth Noe, Esq. Paul Hastings LLP 1170 Peachtree Street N.E., Suite 100 Atlanta, GA 30309 Re: Versar, Inc. Schedule 14D-9 filed October 6, 2017 SEC File No. 005-38041 Dear Ms. Noe: We have limited our review of the filing to those issues we have addressed in our c |
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| October 10, 2017 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VERSAR SEP17 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 6, 2017 |
Exhibit (e)(1) Excerpts from the Versar, Inc. Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 24, 2017 STOCK OWNERSHIP INFORMATION Stock Ownership of Certain Beneficial Owners The table below sets forth, as of March 1, 2017 the only persons known by the Company to be the beneficial owners of more than 5% of the outstanding shares of Common Stock |
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| October 6, 2017 |
CHANGE IN CONTROL SEVERANCE AGREEMENT EX-99.(E)(9) 5 a2233476zex-99e9.htm EX-99.(E)(9) Exhibit (e)(9) CHANGE IN CONTROL SEVERANCE AGREEMENT This Agreement between Alessandria Albers (“you”) and VERSAR, INC. (“Company”) has been entered into as of May 12, 2014. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. C |
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| October 6, 2017 |
AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT EX-99.(E)(17) 11 a2233476zex-99e17.htm EX-99.(E)(17) Exhibit (e)(17) AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT WHEREAS, VERSAR, INC. (“Company”) and CHRISTINE B. TARRAGO (“Executive”) have entered into that certain Change in Control Severance Agreement dated June 15, 2017, as amended (“Agreement”); WHEREAS, Company is presently insolvent, has breached its debt covenants with its sec |
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| October 6, 2017 |
Exhibit (e)(18) Memo of Understanding Anthony L. Otten 4821 Woodway Lane, NW Washington, DC 20016 Dear Tony: We would like to offer you a consulting arrangement with VERSAR, INC. (the ?Company?) to become effective upon your termination of the employment with the Company (?Effective Date?), pursuant to the terms and conditions of this letter (the ?MOU?). The terms of this MOU will be memorialized |
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| October 6, 2017 |
NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT Exhibit (e)(4) NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Confidential Non Disclosure and Confidentiality Agreement (?Agreement ?) is dated as of March 1, 2017 between Versar, Inc. |
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| October 6, 2017 |
AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT EX-99.(E)(16) 10 a2233476zex-99e16.htm EX-99.(E)(16) Exhibit (e)(16) AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT WHEREAS, VERSAR, INC. (“Company”) and ALESSANDRIA ALBERS (“Executive”) have entered into that certain Change in Control Severance Agreement dated May 12, 2014, as amended (“Agreement”); WHEREAS, Company is presently insolvent, has breached its debt covenants with its secure |
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| October 6, 2017 |
SC 14D9 1 a2233476zsc14d9.htm SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSAR, INC. (Name of Subject Company) VERSAR, INC. (Names of Persons Filing Statement) Comm |
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| October 6, 2017 |
AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT EX-99.(E)(14) 8 a2233476zex-99e14.htm EX-99.(E)(14) Exhibit (e)(14) AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT WHEREAS, VERSAR, INC. (“Company”) and LINDA M. MCKNIGHT (‘ Executive”) have entered into that certain Change in Control Severance Agreement dated September 13, 2013, as amended (“Agreement”); WHEREAS, Company is presently insolvent, has breached its debt covenants with its s |
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| October 6, 2017 |
AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT Exhibit (e)(12) AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT WHEREAS, VERSAR, INC. (?Company?) and Anthony Otten Executive?) have entered into that certain Change in Control Severance Agreement dated of September 13, 2013, as amended (?Agreement?); WHEREAS, Company is presently insolvent, has breached its debt covenants with its secured lenders and is required to find a buyer for the C |
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| October 6, 2017 |
AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT EX-99.(E)(13) 7 a2233476zex-99e13.htm EX-99.(E)(13) Exhibit (e)(13) AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT WHEREAS, VERSAR, INC. (“Company”) and JEFFREY A. WAGONHURST (“Executive”) have entered into that certain Change in Control Severance Agreement dated September 13, 2013, as amended (“Agreement”); WHEREAS, Company is presently insolvent, has breached its debt covenants with it |
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| October 6, 2017 |
AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT Exhibit (e)(15) AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT WHEREAS, VERSAR, INC. (?Company?) and JAMES D. VILLA (?Executive?) have entered into that certain Change in Control Severance Agreement dated May 12, 2014, as amended (?Agreement?); WHEREAS, Company is presently insolvent, has breached its debt covenants with its secured lenders and is required to find a buyer for the Company |
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| October 6, 2017 |
EX-99.(A)(8) 2 a2233476zex-99a8.htm EX-99.(A)(8) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(8) October 6, 2017 Dear Stockholder: This letter is to inform you that on September 22, 2017, Versar, Inc. ("Versar") entered into a definitive Agreement and Plan of Merger, which was amended and restated on September 27, 2017 (as amended, supplemented or modified, the "Me |
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| October 6, 2017 |
Untitled Document |
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| October 6, 2017 |
EX-10.1 2 jamesemeryjrpromisorynote.htm MATERIAL CONTRACTS |
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| October 6, 2017 |
Versar PRIMARY DOCUMENT (Current Report/Significant Event) 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): October 6, 2017 (September 17, 2017) VERSAR, INC. (Exact name of registrant as specified in charter) Delaware 1-9309 54-0852979 (State or Other jurisdiction of incorporation |
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| October 6, 2017 |
EX-10.2 3 charleswscottpromisorynot.htm MATERIAL CONTRACTS |
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| October 6, 2017 |
EX-10.4 5 a09222017115826-0001.htm MATERIAL CONTRACTS |
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| October 6, 2017 |
SC TO-T 1 a2233487zscto-t.htm SC TO-T QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERSAR, INC. (Name of Subject Company) KW GENESIS MERGER SUB, INC. (Offeror) KINGSWOOD GENESIS |
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| October 6, 2017 |
VSR / Versar, Inc. / Ridgedale Partners Llc - SC 13G Passive Investment SC 13G 1 v476590sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. )* Versar Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 925297103 (CUSIP Number) |
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| October 6, 2017 |
EX-99.(A)(1)(V) 6 a2233487zex-99a1v.htm EX-99.(A)(1)(V) Exhibit (a)(1)(v) Letter to Clients with Respect to Offer to Purchase for Cash All Outstanding Shares of Common Stock of VERSAR, INC. at $0.15 per Share by KW GENESIS MERGER SUB, INC., a wholly owned subsidiary of KINGSWOOD GENESIS FUND I, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, AT THE END OF THE DAY |
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| October 6, 2017 |
Exhibit (a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees with Respect to Offer to Purchase for Cash All Outstanding Shares of Common Stock of VERSAR, INC. |
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| October 6, 2017 |
Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of VERSAR, INC. |
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| October 6, 2017 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iii) Notice of Guaranteed Delivery for Offer to Purchase For Cash All Outstanding Shares of Common Stock of Versar, Inc. |
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| October 6, 2017 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of VERSAR, INC. |
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| October 6, 2017 |
NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT Exhibit (d)(2) NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Confidential Non Disclosure and Confidentiality Agreement (“Agreement “) is dated as of March 1, 2017 between Versar, Inc. |
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| October 6, 2017 |
ANNOUNCMENT FOR COMMENCEMENT OF TENDER OFFER FOR VERSAR, INC. Exhibit (a)(1)(vi) ANNOUNCMENT FOR COMMENCEMENT OF TENDER OFFER FOR VERSAR, INC. LOS ANGELES, CA—Kingswood Genesis Fund I, LLC (“Kingswood”) announced today that it has commenced a tender offer for all of the issued and outstanding shares of common stock, par value $0.01 (the “Shares”) of Versar, Inc. (“Versar”) (NYSE American: VSR) for $0.15 per share, payable net to the holder in cash, without i |
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| October 2, 2017 |
Financial Statements and Exhibits, Other Events Blueprint 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): October 2, 2017 VERSAR, INC. (Exact name of registrant as specified in charter) Delaware 1-9309 54-0852979 (State or Other jurisdiction of incorporation) (Commission File Number) (IRS Emp |
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| October 2, 2017 |
EX-99.1 2 exhibit991totenderandsupp.htm ADDITIONAL EXHIBITS Exhibit 99.1 Tender and Support Agreement This Tender and Support Agreement (this “Agreement”) is entered into as of October 2, 2017 by and among the undersigned stockholder (“Stockholder”) of Versar, Inc., a Delaware corporation (the “Company”), Kingswood Genesis Fund I, LLC, a Delaware limited liability company (“Parent”), and KW Genesi |
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| October 2, 2017 |
EX-2.2 2 a17-226781ex2d2.htm EX-2.2 Exhibit 2.2 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of September 22, 2017, is made by and between Kingswood Capital Management, LLC (“Buyer”) and Bank of America, N.A. (the “Holder”). Buyer and Holder are referenced throughout as the “parties” and each a “party.” Capitalized terms used herein but not otherwise defi |
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| October 2, 2017 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Versar, Inc. This Joint Filing Agreement shall be filed as an Exhi |
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| October 2, 2017 |
VSR / Versar, Inc. / Kingswood Genesis Fund I, Llc - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Versar, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 925297103 (CUSIP Number) Alexander M. Wolf Kingswood Capital Management, LLC 11777 San Vicente Blvd. Suite 650 Los Angeles, CA 90049 Telephone: (424) 744-8238 (Name, Addres |
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| September 27, 2017 |
EX-99.2 3 a2017927pressreleasefinal.htm ADDITIONAL EXHIBITS |
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| September 27, 2017 |
Versar PRIMARY DOCUMENT (Current Report/Significant Event) 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): September 27, 2017 (September 25, 2017) VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission F |
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| September 27, 2017 |
Untitled Document |
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| September 27, 2017 |
Untitled Document |
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| September 27, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 mergeragreementamendment8.htm PRIMARY DOCUMENT 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): September 27, 2017 VERSAR, INC. (Exact name of registrant as specified in charter) Delaware 1-9309 54-0852979 (State or Other jurisdiction of in |
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| September 26, 2017 |
Untitled Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSAR, INC. (Name of Subject Company) VERSAR, INC. (Names of Persons Filing Statement) Common Stock, $.01 par value (Title of Class of Securities) 925297103 (CUSIP Number of Class of Securities) |
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| September 25, 2017 |
EX-99.1 2 a2017925earningsreleasefi.htm ADDITIONAL EXHIBITS |
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| September 25, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 25, 2017 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. E |
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| September 25, 2017 |
Versar PRIMARY DOCUMENT (Current Report/Significant Event) Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2017 (September 22, 2017) VERSAR, INC. (Exact name of registrant as specified in charter) Delaware 1-9309 54-0852979 (State or Other jurisd |
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| September 25, 2017 |
Versar PRIMARY DOCUMENT (Current Report/Significant Event) Blueprint DRAFT 9-21-17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 25, 2017 |
EX-99.1 4 a2017925agreementpressrel.htm ADDITIONAL EXHIBITS |
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| September 25, 2017 |
EX-2.1 2 active943423131projectge.htm PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION |
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| September 25, 2017 |
EX-3.1 3 scannedfromaxeroxmultifun.htm ARTICLES OF INCORPORATION / BYLAWS |
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| September 25, 2017 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Geo-Marine, Inc. Texas J.M. Waller Associates, Inc. Virginia Versar Security Systems, LLC Florida Versar International, Inc. Delaware GEO 1 Limited United Kingdom |
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| September 25, 2017 |
Annual Report - PRIMARY DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File June 30, 2017 No. 1-9309 Versar, Inc. (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or other jurisdiction of Incorporation or organization) (I.R.S. employe |
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| September 25, 2017 |
EX-10.18 2 ex1018.htm MATERIAL CONTRACTS Exhibit 10.18 |
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| August 15, 2017 |
Untitled Document |
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| August 15, 2017 |
8-K 1 versar-form8k15aug1.htm PRIMARY DOCUMENT 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): August 9, 2017 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) ( |
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| August 15, 2017 |
EX-10.1 2 revisedversarwarrant.htm MATERIAL CONTRACTS |
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| July 7, 2017 |
EX-99.1 2 a201777nyseacceptanceprfi.htm ADDITIONAL EXHIBITS |
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| July 7, 2017 |
8-K 1 form8-kreacceptanceofmay8.htm PRIMARY DOCUMENT 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): July 7, 2017 (June 30, 2017) VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State |
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| July 6, 2017 |
Submission of Matters to a Vote of Security Holders 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): June 29, 2017 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employ |
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| June 22, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2017 (June 18, 2017) VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission Fi |
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| June 22, 2017 |
EX-10.1 2 downesc-separationagreeme.htm MATERIAL CONTRACTS |
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| June 5, 2017 |
Untitled Document |
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| June 5, 2017 |
Untitled Document |
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| June 5, 2017 |
Untitled Document |
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| June 5, 2017 |
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): June 1, 2017 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| May 24, 2017 |
Versar DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e) |
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| May 24, 2017 |
Versar DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 a02m6abzero.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For |
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| May 24, 2017 |
Versar DEFINITIVE PROXY STATEMENT Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (As Permitted by Rul |
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| May 15, 2017 |
Transcript of Versar, Inc. 1st - 3rd Quarters Fiscal Year 2017 Earnings Conference Call May 10, 2017 Blueprint Trading Under the Symbol: ISDR Transcript: Versar, Inc. 1st - 3rd Quarters Fiscal Year 2017 Earnings Conference Call May 10, 2017 Trading Under the Symbol: ISDR Transcript of Versar, Inc. 1st - 3rd Quarters Fiscal Year 2017 Earnings Conference Call May 10, 2017 Participants Karin Weber - Head of Investor Relations Tony Otten - Chief Executive Officer Jeff Wagonhurst - President and Chief |
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| May 15, 2017 |
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): May 10, 2017 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| May 15, 2017 |
Untitled Document |
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| May 12, 2017 |
Versar QUARTERLY REPORT (Quarterly Report) 10-Q 1 q3fy17-10qv11.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended Commission File March 31, 2017 No. 1-9309 Versar, Inc. (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or other jurisdictio |
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| May 10, 2017 |
Versar QUARTERLY REPORT (Quarterly Report) 10-Q 1 q1fy17-form10qv26.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended Commission File September 30, 2016 No. 1-9309 Versar, Inc. (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or other jur |
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| May 10, 2017 |
Versar QUARTERLY REPORT (Quarterly Report) 10-Q 1 q2fy17-10qv2305052017rev1.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended Commission File December 30, 2016 No. 1-9309 Versar, Inc. (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or ot |
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| May 10, 2017 |
Untitled Document |
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| May 10, 2017 |
Versar PRIMARY DOCUMENT (Current Report/Significant Event) 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): May 10, 2017 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| April 12, 2017 |
8-K 1 versar-8knoticeofdelistin.htm PRIMARY DOCUMENT 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) Delaware 1-9309 54-0852979 (State of Incorporati |
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| April 12, 2017 |
EX-99.1 2 a2017412nyseletterfinaldr.htm ADDITIONAL EXHIBITS |
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| April 3, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 28, 2017 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Emplo |
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| April 3, 2017 |
Transcript of Versar, Inc. Fourth Quarter Fiscal Year 2016 Earnings Call March 28, 2017 EX-99.2 3 a127089476v2legaluse-ver.htm ADDITIONAL EXHIBITS Transcript of Versar, Inc. Fourth Quarter Fiscal Year 2016 Earnings Call March 28, 2017 Participants Karin Weber – Head, Investor Relations Tony Otten – Chief Executive Officer Jeff Wagonhurst – President and Chief Operating Officer Cynthia Downes – Executive Vice President and Chief Financial Officer Presentation Operator Good day, ladies |
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| April 3, 2017 |
Untitled Document |
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| March 29, 2017 |
Financial Statements and Exhibits, Other Events 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): March 29, 2017 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Emplo |
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| March 29, 2017 |
Untitled Document |
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| March 29, 2017 |
Blueprint NEWS RELEASE FOR IMMEDIATE RELEASE March 29, 2017 Offices Headquarters Springfield, VA Inside the U. |
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| March 28, 2017 |
Versar PRIMARY DOCUMENT (Annual Report) 10-K 1 versar10k.htm PRIMARY DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File July 1, 2016 No. 1-9309 Versar, Inc. (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or other jurisdiction of Incorpora |
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| March 28, 2017 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Geo-Marine, Inc. Texas J.M. Waller Associates, Inc. Virginia Versar Security Systems, LLC Florida Versar International, Inc. Delaware GEO 1 Limited United Kingdom Professional Protection Systems, Limited United Kingdom |
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| February 15, 2017 |
VSR / Versar, Inc. / Wedbush Edward William Passive Investment SC 13G/A 1 vsr2017.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE13GA* Under the Securities Exchange Act of 1934 (Amendment No7)* Versar, Inc. - (Name of Issuer) Common Stock, par value $0.01 - (Title of Class of Securities) 925297103 - (CUSIP Number) December 31, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐Form N-CSR For Period Ended: December 30, 2016 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 14, 2017 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VERSAR DEC16 Passive Investment SC 13G/A 1 vsr.txt SC13GA VERSAR DEC16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.8)* Versar Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) 12/31/2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| January 18, 2017 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): January 11, 2017 (January 11, 2017) VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation (Commission File N |
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| January 18, 2017 |
Untitled Document |
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| December 20, 2016 |
Untitled Document |
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| December 20, 2016 |
Versar PRIMARY DOCUMENT (Current Report/Significant Event) 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) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission Fil |
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| December 12, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a8-krebofaamendmenttoloan.htm CURRENT REPORT 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 12, 2016 (December 9, 2016) VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 |
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| December 12, 2016 |
Untitled Document Exhibit 10.1 |
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| December 5, 2016 |
8-K 1 form8-ksixthforbearancea.htm PRIMARY DOCUMENT 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): November 30, 2016 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorpor |
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| November 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐Form N-CSR For Period Ended: September 30, 2016 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| November 1, 2016 |
8-K 1 form8-kfifthforbearancea.htm PRIMARY DOCUMENT 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): October 31, 2016 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorpora |
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| October 20, 2016 |
VERSAR, INC. ANNOUNCES NOTICE OF NONCOMPLIANCE WITH NYSE MKT CONTINUED LISTING STANDARDS NEWS RELEASE FOR IMMEDIATE RELEASE October 20, 2016 Offices Headquarters Springfield, VA Inside the U. |
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| October 20, 2016 |
8-K 1 form8-kitem301forfy2016e.htm PRIMARY DOCUMENT 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): October 17, 2016 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorpora |
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| September 29, 2016 |
Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ?Form 10-K ?Form 20-F ?Form 11-K ? Form 10-Q ? Form N-SAR ?Form N-CSR For Period Ended: July 1, 2016 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Transition Report on Form 10-Q ?Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| September 29, 2016 |
Versar PRIMARY DOCUMENT (Current Report/Significant Event) 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): September 23, 2016 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. E |
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| July 1, 2016 |
8-K 1 v4434158k.htm FORM 8-K 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): July 1, 2016 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Numb |
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| May 27, 2016 |
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 26, 2016 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identifi |
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| May 20, 2016 |
Versar 10-Q (Quarterly Report) 10-Q 1 v43927210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended April 1, 2016 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Nu |
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| May 17, 2016 |
NT 10-Q 1 v440080nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: April 1, 2016 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Tr |
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| May 16, 2016 |
VERSAR, INC. ANNOUNCES THIRD QUARTER FISCAL 2016 RESULTS EX-99.1 2 v440045ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE May 16, 2016 Offices Headquarters Springfield, VA Inside the U.S. Aiea, HI Atlanta, GA Boise, ID Chandler, AZ Charleston, SC Columbia, MD Denver, CO Dulles, VA El Paso, TX Germantown, MD Hampton, VA Oceanside, CA Richardson, TX San Antonio, TX South Easton, MA Outside the U.S. Baghdad, Iraq Kabul, Afghanistan Clark, Philip |
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| May 16, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v4400458-k.htm FORM 8-K 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 16, 2016 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Num |
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| March 1, 2016 |
VSR / Versar, Inc. / WEDBUSH, Inc. Passive Investment SC 13G/A 1 vsr2016.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE13GA* Under the Securities Exchange Act of 1934 (Amendment No6)* Versar, Inc. - (Name of Issuer) Common Stock, par value $0.01 - (Title of Class of Securities) 925297103 - (CUSIP Number) December 31, 2015 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 26, 2016 |
February 26, 2016 Mail Stop 4631 Via E-mail Cynthia A. Downes Executive Vice President Versar, Inc. 6850 Versar Center Springfield, Virginia 22151 Re: Versar, Inc. Form 10-K for Fiscal Year Ended June 26, 2015 Filed September 19, 2015 File No. 1-09309 Dear Ms. Downes: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments d |
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| February 17, 2016 |
CORRESP 1 filename1.htm February 17, 2016 United States Securities and Exchange Commission Division of Corporation Finance Attn: Terence O’Brien, Branch Chief Office of Manufacturing and Construction Washington, D.C. 20549 Re: Versar, Inc. (the “Company”) File No. 1-09309 Dear Mr. O’Brien: We have reviewed your letter dated February 8, 2016 regarding our Form 10-K for the fiscal year ended June 26 |
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| February 16, 2016 |
VSR / Versar, Inc. 10-Q - Quarterly Report - 10-Q 10-Q 1 v43161210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended January 1, 2016 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File |
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| February 12, 2016 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VSR DEC15 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 8, 2016 |
February 8, 2016 Mail Stop 4631 Via E-mail Cynthia A. Downes Executive Vice President Versar, Inc. 6850 Versar Center Springfield, Virginia 22151 Re: Versar, Inc. Form 10-K for Fiscal Year Ended June 26, 2015 Filed September 19, 2015 File No. 1-09309 Dear Ms. Downes: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with informatio |
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| December 16, 2015 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2015 (September 30, 2015) VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) |
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| December 16, 2015 |
EX-99.2 4 v427074ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 VERSAR, INC. AND SUBSIDIARIES Unaudited Pro Forma Consolidated Balance Sheet As of September 25, 2015 (In thousands, except share amounts) Versar JCSS Pro Forma Adjustments Pro Forma ASSETS Current assets Cash and cash equivalents $ 396 $ - - 396 Accounts receivable, net 47,580 9,216 (1,500 ) a 55,296 Inventory, net 1,227 - - 1,227 Prepaid expe |
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| December 16, 2015 |
EX-99.1 3 v427074ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Security Systems Business of Johnson Controls, Inc. Audited Combined Financial Statements September 30, 2015 and 2014 Security Systems Business of Johnson Controls, Inc. Index to Combined Financial Statements Page Independent Auditor’s Report 1 Combined Statements of Income for the years ended September 30, 2015 and 2014 2 Combined Statements o |
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| November 13, 2015 |
Submission of Matters to a Vote of Security Holders 8-K 1 v4247238k.htm FORM 8-K 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): November 10, 2015 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File |
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| November 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 25, 2015 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 Versar, In |
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| October 6, 2015 |
SECURITY AGREEMENT (Multiple Use) September 30, 2015 Exhibit 10.2 SECURITY AGREEMENT (Multiple Use) September 30, 2015 1. THE SECURITY. Each party identified as a Pledgor on the signature pages hereto and each other party that becomes a Pledgor hereunder after the date hereof (each a ?Pledgor? and collectively the ?Pledgors?) hereby assigns and grants to Bank of America, N.A., its successors and assigns (?BANA?), and to Bank of America Corporation a |
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| October 6, 2015 |
VERSAR, INC. CLOSES ACQUISITION OF JOHNSON CONTROLS SECURITY EX-99.1 4 v421620ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE October 1 , 2015 Offices Headquarters Springfield, VA Inside the U.S. Aiea, HI Atlanta, GA Boise, ID Chandler, AZ Charleston, SC Columbia, MD Denver, CO Dulles, VA El Paso, TX Germantown, MD Hampton, VA Oceanside, CA Richardson, TX San Antonio, TX South Easton, MA Outside the U.S. Baghdad, Iraq Kabul, Afghanistan Clark, Ph |
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| October 6, 2015 |
8-K 1 v4216208k.htm 8-K 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): October 5, 2015 (September 30, 2015) VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (C |
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| October 6, 2015 |
Exhibit 10.1 LOAN AGREEMENT This Loan Agreement (the “Agreement”) dated as of September 30, 2015, is between Bank of America, N.A. (the “Bank”) and Versar, Inc., a Delaware corporation (the “Borrower”). 1. DEFINITIONS 1.1 Capitalized terms used herein but not defined herein shall have the meanings as set forth on Schedule 1.1. 2. REVOLVING FACILITY: AMOUNT AND TERMS 2.1 Line of Credit Amount. (a) |
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| September 30, 2015 |
DEFA14A 1 v421261defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as p |
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| September 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| September 15, 2015 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Charron Construction Consulting, Inc. Virginia Geo-Marine, Inc. Texas GEOMET Technologies, LLC Maryland J.M. Waller Associates, Inc. Virginia Versar International, Inc. Delaware GEOI 1 Limited United Kingdom Professional Protection Systems, Limited United Kingdom |
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| September 15, 2015 |
10-K 1 v41922110k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File June 26, 2015 No. 1-9309 Versar, Inc. (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or other jurisdiction of Incorporation or or |
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| September 9, 2015 |
Exhibit 10.1 Membership Interest Purchase Agreement By and Among Versar, Inc. Johnson Controls Federal Systems, Inc. And Johnson Controls, Inc. September 4, 2015 Table of Contents Page Article I DEFINITIONS 1 Article II SALE AND PURCHASE 8 2.1 Sale and Purchase 8 2.2 Purchase Price; Payment 8 2.3 Closing 9 2.4 Estimated Closing Statement; Closing Statement 10 2.5 Post-Closing Purchase Price Adjust |
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| September 9, 2015 |
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): September 9, 2015 (September 4, 2015) VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) |
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| September 9, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE SEPTEMBER 9, 2015 VERSAR INC., ANNOUNCES AGREEMENT TO ACQUIRE FEDERAL SECURITY INTEGRATION BUSINESS FROM JOHNSON CONTROLS Offices Headquarters Springfield, VA Inside the U.S. Aiea, HI Atlanta, GA Boise, ID Chandler, AZ Charleston, SC Columbia, MD Denver, CO Dulles, VA El Paso, TX Germantown, MD Hampton, VA Richardson, TX San Antonio, TX Outside the U.S. Baghdad, |
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| June 30, 2015 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 11-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09309 A. Full title of the |
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| June 29, 2015 |
11-K 1 v41433011k.htm FORM 11-K United States Securities and Exchange Commission Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09309 A. Ful |
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| May 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended March 27, 2015 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 (Exact name of |
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| May 8, 2015 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VERSAR APR15 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 8, 2015 |
8-K 1 v4101058k.htm FORM 8-K 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 4, 2015 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Numbe |
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| March 3, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): February 27, 2015 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employer Ide |
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| March 3, 2015 |
Exhibit 10.1 THIRD MODIFICATION AGREEMENT (Extension) THIS THIRD MODIFICATION AGREEMENT (this “Agreement”), effective as of the 27 day of February 2015, is by and between UNITED BANK, a Virginia banking corporation (the “Bank”); and VERSAR, INC. a Delaware corporation, VERSAR INTERNATIONAL, INC., a Delaware corporation, formerly known as VIAP, Inc., CHARRON CONSTRUCTION CONSULTING, INCORPORATED, a |
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| February 18, 2015 |
VSR / Versar, Inc. / Wedbush Edward William Passive Investment SC 13G/A 1 vsr2015.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE13GA* Under the Securities Exchange Act of 1934 (Amendment No5)* Versar, Inc. - (Name of Issuer) Common Stock, par value $0.01 - (Title of Class of Securities) 925297103 - (CUSIP Number) December 31, 2014 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 17, 2015 |
VSR / Versar, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment SC 13G/A 1 d870585dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) Amendment No. 1 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Versar Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 925297103 (CUSIP Number) De |
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| February 9, 2015 |
8-K 1 v4009328k.htm FORM 8-K 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): February 9, 2015 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File |
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| February 9, 2015 |
Exhibit 10.1 VERSAR, INC. 2010 STOCK INCENTIVE PLAN 2015 Long-Term Incentive Compensation Program (as adopted by the Compensation Committee on February 3, 2015) 1. Purpose and Authority; Effective Date Pursuant and subject to the Versar, Inc. 2010 Stock Incentive Plan (the “2010 Plan”), Versar, Inc., has adopted this 2015 Long-Term Incentive Compensation Program (the “LTICP”) in order to further t |
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| February 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended December 26, 2014 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 (Exact name |
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| January 9, 2015 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VERSAR DEC14 Passive Investment SC 13G/A 1 versar.txt SC13GA VERSAR DEC14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.5)* Versar Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) 12/31/2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| December 30, 2014 |
EX-10.1 2 v397762ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECOND MODIFICATION AGREEMENT THIS SECOND MODIFICATION AGREEMENT (this “Agreement”), effective as of the 23rd day of December 2014, is by and between UNITED BANK, a Virginia banking corporation (the “Bank”); and VERSAR, INC., a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability company, VERSAR INTERNATIONAL, INC., a De |
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| December 30, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v3977628-k.htm FORM 8-K 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 30, 2014 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission Fil |
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| December 23, 2014 |
VSR / Versar, Inc. S-8 - - FORM S-8 S-8 1 v397363s8.htm FORM S-8 As filed with the Securities and Exchange Commission on December 23, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERSAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization |
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| December 23, 2014 |
VERSAR, INC. 2005 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN EX-4.1 2 v397363ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 VERSAR, INC. 2005 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 2005 Amended and Restated Employee Stock Purchase Plan of Versar, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Shares of the Comp |
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| December 9, 2014 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VERSAR NOV14 Passive Investment SC 13G/A 1 versar.txt SC13GA VERSAR NOV14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.4)* Versar Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) 11/30/2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| November 21, 2014 |
Financial Statements and Exhibits 8-K/A 1 v3950418ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2014 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporat |
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| November 17, 2014 |
Submission of Matters to a Vote of Security Holders 8-K 1 v3945768k.htm FORM 8-K 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): November 13, 2014 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File |
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| November 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 v39202410q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 26, 2014 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission Fi |
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| November 5, 2014 |
Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the “Employment Agreement”) is made and entered into as of the 1st day of July, 2014, by and between Versar, Inc., a Delaware corporation (hereinafter referred to as the “Employer” or “Versar”), and Wendell A. Newton, a resident of the State of Georgia (hereinafter referred to as the “Employee”). W I T N E S S |
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| November 4, 2014 |
EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Versar, Inc., a Delaware corporation, and further agree that this Joint |
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| November 4, 2014 |
VSR / Versar, Inc. / Frigate Ventures LP - SC 13G Passive Investment SC 13G 1 d815346dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Versar Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 925297103 (CUSIP Number) October 20, 2014 (Date of |
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| October 1, 2014 |
VSR / Versar, Inc. DEF 14A - - DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| October 1, 2014 |
VSR / Versar, Inc. DEFA14A - - FORM DEFA14A DEFA14A 1 v390261defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only |
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| September 17, 2014 |
EX-99.1 2 v387500ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 J.M. WALLER ASSOCIATES, INC. Fairfax, Virginia Consolidated Financial Statements for the Years Ended December 31, 2013 and 2012 and Independent Auditors’ Report Dated March 17, 2014 HENDERSHOT, BURKHARDT & ASSOCIATES CPAs 7525 PRESIDENTIAL LANE, MANASSAS, VA 20109 (P) (703) 361-1592 www.hbacpas.com J.M. WALLER ASSOCIATES, INC. Table of Contents |
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| September 17, 2014 |
EX-99.3 4 v387500ex99-3.htm EXHIBIT 99.3 VERSAR, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION Introduction to Unaudited Pro Forma Consolidated Financial Statements On July 1, 2014, Versar, Inc. (“Versar”, “our”, “we”, or “Company”) acquired all of the issued and outstanding capital stock of J.M. Waller Associates, Inc. (“JMWA”), a Virginia corporation. JMWA is a Ser |
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| September 17, 2014 |
Financial Statements and Exhibits 8-K/A 1 v3875008ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2014 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission F |
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| September 17, 2014 |
EX-99.2 3 v387500ex99-2.htm EXHIBIT 99.2 Unaudited Condensed Consolidated Financial Statements of J. M. Waller Associates, Inc. Index to Consolidated Financial Statements Unaudited Consolidated Balance Sheet as of June 30, 2014 Unaudited Consolidated Statements of Income for the six months ended June 30, 2014 and 2013 Unaudited Statements of Cash flows for the six months ended June 30, 2014 and 20 |
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| September 10, 2014 |
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF VERSAR, INC. (Originally incorporated under the name DELSUB, INC.) We, Michael Markels, Jr., Chairman of the Board of Directors, and Angela N. Murray, Secretary of VERSAR, INC., a corporation existing under the laws of the State of Delaware, do hereby certify that this Restated Certificate of Incorporation (hereinafter referred to as the “Certif |
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| September 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File June 27, 2014 No. 1-9309 (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or other jurisdiction of Incorporation or organization) (I.R.S. employer identificat |
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| September 10, 2014 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Charron Construction Consulting, Inc. Virginia GEOMET Technologies, LLC Maryland VEC Corp. Pennsylvania Versar Global Solutions, Inc. Virginia Versar International, Inc. Delaware GEOI 1 Limited United Kingdom Professional Protection Systems, Limited United Kingdom |
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| July 15, 2014 |
VSR / Versar, Inc. 11-K - - FORM 11-K United States Securities and Exchange Commission Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09309 A. Full title of the plan and the addr |
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| July 7, 2014 |
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT June 30, 2014 THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, supplemented or modified from time to time, this "Agreement"), is between UNITED BANK, a Virginia banking corporation; and VERSAR, INC. |
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| July 7, 2014 |
COMMERCIAL NOTE IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. |
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| July 7, 2014 |
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is entered into by and between J. |
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| July 7, 2014 |
Execution Copy STOCK PURCHASE AGREEMENT by and among VERSAR, INC., J.M. WALLER ASSOCIATES, INC. and THE SHAREHOLDERS NAMED THEREIN DATED JUNE 30, 2014 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is made and entered into as of June 30, 2014, by and among Versar, Inc., a Delaware corporation (the “Purchaser”), J.M. Waller Associates, Inc., a Virginia corporation (the “Company”), Charles W |
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| July 7, 2014 |
SECOND AMENDED AND RESTATED REVOLVING COMMERCIAL NOTE IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. |
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| July 7, 2014 |
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): June 30, 2014 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identif |
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| July 7, 2014 |
News Release FOR IMMEDIATE RELEASE JULY 1, 2014 VERSAR, INC. ACQUIRES J.M. WALLER ASSOCIATES Acquisition Expected To Provide Over $30 Million in Annualized Revenue Provides Complementary Capabilities with Strong Facilities Expertise Offices Headquarters Springfield, VA Inside the U.S. Aiea, HI Boise, ID Chandler, AZ Charleston, SC Columbia, MD Denver, CO Dulles, VA El Paso, TX Germantown, MD Hampt |
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| June 27, 2014 |
VSR / Versar, Inc. NT 11-K - - FORM NT 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 001-09309 SEC File Number 925297103 CUSIP Number NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F x Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repor |
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| May 14, 2014 |
8-K 1 v3786188k.htm FORM 8-K 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 12, 2014 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Numb |
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| May 14, 2014 |
CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT This Agreement between James D. Villa ("you") and VERSAR, INC. ("Company") has been entered into as of May 12, 2014. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement. |
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| May 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended March 28, 2014 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 (Exact nam |
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| March 31, 2014 |
8-K 1 v3733878k.htm FORM 8-K 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): March 28, 2014 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Nu |
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| March 31, 2014 |
SEPARATION AGREEMENT AND GENERAL RELEASE SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is entered into by and between Lee Staab ("Employee") and Versar, Inc. |
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| February 18, 2014 |
VSR / Versar, Inc. / WEDBUSH, Inc. Passive Investment SC 13G/A 1 vsr2014.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE13GA* Under the Securities Exchange Act of 1934 (Amendment No4)* Versar, Inc. - (Name of Issuer) Common Stock, par value $0.01 - (Title of Class of Securities) 925297103 - (CUSIP Number) December 31, 2013 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2014 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VERSAR DEC13 Passive Investment SC 13G/A 1 versar.txt SC13GA VERSAR DEC13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.3)* Versar Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) 12/31/2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended December 27, 2013 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 (Exact name |
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| November 13, 2013 |
Submission of Matters to a Vote of Security Holders - FORM 8-K 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): November 12, 2013 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employer Ide |
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| November 8, 2013 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VERSAR OCT13 Passive Investment SC 13G/A 1 vsr.txt SC13GA VERSAR OCT13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Versar Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) 10/31/2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| November 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 27, 2013 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 (Exact nam |
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| September 25, 2013 |
DEFA14A 1 v355726defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only |
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| September 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin |
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| September 18, 2013 |
8-K 1 v3552068k.htm FORM 8-K 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): September 13, 2013 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission Fil |
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| September 18, 2013 |
CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT This Agreement between Jeffrey A. Wagonhurst ("you") and VERSAR, INC. ("Company") has been entered into as of September 13, 2013. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of thi |
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| September 18, 2013 |
CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT This Agreement between Joshua J. Izenberg ("you") and VERSAR, INC. ("Company") has been entered into as of September 13, 2013. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this A |
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| September 18, 2013 |
CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT This Agreement between Linda M. McKnight ("you") and VERSAR, INC. ("Company") has been entered into as of September 13, 2013. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Ag |
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| September 18, 2013 |
CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT This Agreement between Cynthia A. Downes ("you") and VERSAR, INC. ("Company") has been entered into as of September 13, 2013. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Ag |
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| September 18, 2013 |
CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT This Agreement between Anthony L. Otten ("you") and VERSAR, INC. ("Company") has been entered into as of September 13, 2013. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agr |
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| September 18, 2013 |
CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT This Agreement between J. Joseph Tyler ("you") and VERSAR, INC. ("Company") has been entered into as of September 13, 2013. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agre |
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| September 12, 2013 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Charron Construction Consulting, Inc. Virginia GEOMET Technologies, LLC Maryland VEC Corp. Pennsylvania Versar Global Solutions, Inc. Virginia Versar International, Inc. Delaware GEOI 1 Limited United Kingdom Professional Protection Systems, Limited United Kingdom |
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| September 12, 2013 |
10-K 1 v35356410k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File June 28, 2013 No. 1-9309 (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or other jurisdiction of Incorporation or organizati |
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| September 3, 2013 |
EX-99.1 2 v354234ex99-1.htm EXHIBIT 99.1 News Release FOR IMMEDIATE RELEASE September 3, 2013 VERSAR, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR END 2013 RESULTS Offices Headquarters Springfield, VA Inside the U.S. Chandler, AZ Sacramento, CA Denver, CO Louisville, KY Columbia, MD Gaithersburg, MD Germantown, MD Charleston, SC San Antonio, TX Dugway, UT Dulles, VA Virginia Beach, VA Outside the |
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| September 3, 2013 |
EX-99.2 3 v354234ex99-2.htm EXHIBIT 99.2 News Release FOR IMMEDIATE RELEASE September 3, 2013 VERSAR INC., ACQUIRES GEO-MARINE, INC. Acquisition Expected To Provide Over $20 Million in Annualized Revenue Provides Complementary Capabilities with Strong Environmental Expertise Offices Headquarters Springfield, VA Inside the U.S. Chandler, AZ Charleston, SC Columbia, MD Denver, CO Dulles, VA Germanto |
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| September 3, 2013 |
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): September 3, 2013 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Number) (I.R.S. Employer Ide |
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| May 13, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended March 29, 2013 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 (Exact name of |
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| March 22, 2013 |
AMENDMENT NUMBER 1 VERSAR EMPLOYEE 401(K) PLAN AMENDMENT NUMBER 1 VERSAR EMPLOYEE 401(K) PLAN BY THIS AGREEMENT, Versar Employee 401(k) Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of July 16, 2012, except as otherwise provided herein: 1. |
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| March 22, 2013 |
EX-4.2 3 v338599ex4-2.htm EXHIBIT 4.2 Nonstandardized 401(k) Plan 21. AUTOMATIC DEFERRAL (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b)): (a) ¨ Do not apply. (b) x Apply. The Automatic Deferral Effective Date is: June 1, 2010 (specify date). (Complete (1), (2), and (3). Choose (4) as applicable: (1) Automatic Deferral Amount: The Employer, as to each Part |
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| March 22, 2013 |
AMENDMENT NUMBER 2 VERSAR EMPLOYEE 401(K) PLAN AMENDMENT NUMBER 2 VERSAR EMPLOYEE 401(K) PLAN BY THIS AGREEMENT, Versar Employee 401(k) Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of September 1, 2012, except as otherwise provided herein: 1. |
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| March 22, 2013 |
As filed with the Securities and Exchange Commission on March 22, 2013 Registration No. |
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| March 22, 2013 |
EX-4.3 4 v338599ex4-3.htm EXHIBIT 4.3 Nonstandardized 401(k) Plan 12. HOURS OF SERVICE: (1.31) The Plan credits Hours of Service for the following purposes (and to the Employees described in Elections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable): (1) (2) (3) (4) All Allocation Purposes Eligibility Vesting Conditions (a) x Actual Method. See Section 1.31 (A)(1). x |
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| March 22, 2013 | ||
| March 22, 2013 |
AMENDMENT NUMBER JANUARY 1, 2013 VERSAR EMPLOYEE 401(K) PLAN AMENDMENT NUMBER JANUARY 1, 2013 VERSAR EMPLOYEE 401(K) PLAN BY THIS AGREEMENT, Versar Employee 401 (K) Plan (herein referred to as the “Plan”) is hereby amended as follows, effective as of January 1, 2013, except as otherwise provided herein: 1. |
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| March 8, 2013 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13GA VERSAR FEB13 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 15, 2013 |
VSR / Versar, Inc. / WEDBUSH, Inc. Passive Investment SC 13G/A 1 vsr2013.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE13GA* Under the Securities Exchange Act of 1934 (Amendment No3)* Versar, Inc. - (Name of Issuer) Common Stock, par value $0.01 - (Title of Class of Securities) 925297103 - (CUSIP Number) December 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 v33246110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended December 28, 2012 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commissio |
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| February 8, 2013 |
VSR / Versar, Inc. / ARIEL INVESTMENTS, LLC - SC13G VERSAR DEC12 Passive Investment SC 13G 1 versar.txt SC13G VERSAR DEC12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.0)* Versar Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) 12/31/2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 4, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Versar, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| November 14, 2012 |
Submission of Matters to a Vote of Security Holders 8-K 1 v3284578k.htm FORM 8-K 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): November 13, 2012 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File |
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| November 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 28, 2012 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 (Exact nam |
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| October 4, 2012 |
DEF 14A 1 v324571def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as pe |
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| October 1, 2012 |
8-K 1 v3247698k.htm FORM 8-K 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): September 29, 2012 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission Fil |
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| September 18, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File June 29, 2012 No. 1-9309 (Exact name of registrant as specified in its charter) DELAWARE 54-0852979 (State or other jurisdiction of Incorporation or organization) (I.R.S. employer identificat |
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| September 18, 2012 |
February 23, 2012 Anthony L. Otten 4821 Woodway Lane NW Washington DC 20016 Re: Amendment to Change in Control Severance Agreement Dear Mr. Otten, The Change in Control Severance Agreement (“Agreement) between yourself and Versar, Inc., (“Company”) executed on July 2, 2010 shall expire on May 23, 2012. The Board of Directors in their February 7, 2012 meeting decided that all Change in Control Agre |
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| September 18, 2012 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Charron Construction Consulting, Inc. Virginia GEOMET Technologies, LLC Maryland VEC Corp. Pennsylvania Versar Global Solutions, Inc. Virginia Versar International, Inc. Delaware GEOI 1 Limited United Kingdom Professional Protection Systems, Limited United Kingdom |
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| September 18, 2012 |
CHANGE IN CONTROL SEVERANCE AGREEMENT TABLE OF CONTENTS CHANGE IN CONTROL SEVERANCE AGREEMENT TABLE OF CONTENTS 1. Purpose 1 2. Your Agreement 1 3. Events That Trigger Severance Benefits 1 a. Termination After a Change in Control 1 b. Termination After a Potential Change in Control 1 c. Successor Fails to Assume This Agreement 2 4. Events That Do Not Trigger Severance Benefits 2 5. Termination Procedures 2 6. Severance Benefits 2 a. In General 2 b. Lum |
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| September 18, 2012 |
EX-10.9 5 v321049ex10-9.htm EXHIBIT 10.9 SIXTH MODIFICATION AGREEMENT (Extension) THIS SIXTH MODIFICATION AGREEMENT (this "Agreement"), effective as of the 30th day of September 2009, is by and between UNITED BANK, a Virginia banking corporation (the "Bank"); and VERSAR, INC. a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability company, VERSAR GLOBAL SOLUTIONS, INC., a Vi |
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| September 18, 2012 |
FOURTH MODIFICATION AGREEMENT THIS FOURTH MODIFICATION AGREEMENT (this "Agreement"), effective as of the 2S`h day of September 2006, is by and between UNITED BANK, a Virginia banking corporation (the "Bank"); and VERSAR, INC. |
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| September 18, 2012 |
LOAN AND SECURITY AGREEMENT September 26, 2003 This Loan and Security Agreement (as amended, supplemented or modified from time to time, this "Agreement"), is between VERSAR, INC. |
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| September 18, 2012 |
February 10, 2012 Re: Amendment to Change in Control Severance Agreement Dear , Pursuant to the Letter Agreement executed , the Change in Control Severance Agreement (“Agreement) between yourself and Versar, Inc. |
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| September 18, 2012 |
TENTH MODIFICATION AGREEMENT (Extension) TENTH MODIFICATION AGREEMENT (Extension) THIS TENTH MODIFICATION AGREEMENT (this "Agreement"), effective as of the 2566 day of September 2011, is by and between UNITED BANK, a Virginia banking corporation (the "Bank"); and VERSAR, INC. |
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| September 18, 2012 |
REVOLVING COMMERCIAL NOTE IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE A S A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. |
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| September 18, 2012 |
SEVENTH MODIFICATION AGREEMENT SEVENTH MODIFICATION AGREEMENT THIS SEVENTH MODIFICATION AGREEMENT (this "Agreement"), effective as of the 5"' day of January 2010, is by and between UNITED BANK, a Virginia banking corporation (the "Bank"); and VERSAR, INC. |
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| September 17, 2012 |
CHANGE IN CONTROL SEVERANCE AGREEMENT TABLE OF CONTENTS EX-10.32 2 v323887ex10-32.htm EXHIBIT 10.32 CHANGE IN CONTROL SEVERANCE AGREEMENT TABLE OF CONTENTS 1. Purpose 1 2. Your Agreement 1 3. Events That Trigger Severance Benefits 1 a. Termination After a Change in Control 1 b. Termination After a Potential Change in Control 1 c. Successor Fails to Assume This Agreement 2 4. Events That Do Not Trigger Severance Benefits 2 5. Termination Procedures 2 6. |
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| September 17, 2012 |
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.33 3 v323887ex10-33.htm EXHIBIT 10.33 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT September 13, 2012 THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, supplemented or modified from time to time, this "Agreement"), is between UNITED BANK, a Virginia banking corporation; and VERSAR, INC. a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability compan |
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| September 17, 2012 |
8-K 1 v3238878k.htm FORM 8-K 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): September 13, 2012 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission Fil |
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| September 17, 2012 |
AMENDED AND RESTATED REVOLVING COMMERCIAL NOTE IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. |
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| May 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended March 30, 2012 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-9309 (Exact name of |
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| May 9, 2012 |
EX-10.1 2 d350407dex101.htm VERSAR, INC. 2012 LONG-TERM INCENTIVE COMPENSATION PROGRAM Exhibit 10.1 VERSAR, INC. 2010 STOCK INCENTIVE PLAN 2012 Long-Term Incentive Compensation Program (as adopted by the Compensation Committee on May 8, 2012) 1. Purpose and Authority; Effective Date Pursuant and subject to the Versar, Inc. 2010 Stock Incentive Plan (the “2010 Plan”), Versar, Inc., has adopted this |
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| May 9, 2012 |
8-K 1 d350407d8k.htm FORM 8-K 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 8, 2012 VERSAR, INC. (Exact name of Registrant as specified in its charter) Delaware 1-9309 54-0852979 (State of Incorporation) (Commission File Numb |
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| February 15, 2012 |
VSR / Versar, Inc. / WEDBUSH, Inc. - SC 13G/A VERSAR, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE13GA* Under the Securities Exchange Act of 1934 (Amendment No3)* Versar, Inc. - (Name of Issuer) Common Stock, par value $0.01 - (Title of Class of Securities) 925297103 - (CUSIP Number) December 31, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Versar, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Versar, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925297103 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended December 30, 2011 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number |
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| November 17, 2011 |
Submission of Matters to a Vote of Security Holders 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): November 16, 2011 VERSAR, INC. (Exact name of registrant as specified in its charter) Delaware 1-9309 54-0852979 (State or other Jurisdiction of Incorporation) (Commission File Number |
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| November 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 30, 2011 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number |
