SCHEDULE 14A INFORMATION
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] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
TSR, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies: ________________________________________________________________
2) Aggregate number of securities to which transaction
applies: ________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was
determined): ____________________________________________________________
_________________________________________________________________________
4) Proposed maximum aggregate value of transaction: ________________________
5) Total fee paid: _________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ________________________________________________
2) Form, Schedule or Registration No.:_____________________________________
3) Filing Party: __________________________________________________________
4) Date Filed: ____________________________________________________________
<PAGE>
TSR, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on November 4, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TSR, Inc. (the
"Company"), a Delaware corporation, will be held at the offices of the Company
located at 400 Oser Avenue, Hauppauge, New York 11788, on November 4, 1998 at
9:00 a.m. local time, to consider and act upon the following matters.
1. To elect one (1) Class III Director.
2. To ratify the appointment by the Board of Directors of KPMG Peat Marwick
LLP as the independent auditors of the Company to examine and report on its
consolidated financial statements for the fiscal year ending May 31, 1999.
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Stockholders of record at the close of business on September 21, 1998 will
be entitled to vote at the meeting or any adjournments thereof. A list of
stockholders entitled to vote at the Meeting will be open for examination of any
stockholder of the Company, for any purpose germane to the meeting, during
ordinary business hours at the offices of the Company for the ten-day period
prior to the Meeting.
By Order of the Board of Directors,
John G. Sharkey, Secretary
Hauppauge, New York
September 28, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE
SO THAT YOUR SHARES ARE REPRESENTED. NO POSTAGE IS NEEDED IF THE PROXY IS MAILED
WITHIN THE UNITED STATES.
<PAGE>
TSR, INC.
400 Oser Avenue
Hauppauge, NY 11788
ANNUAL MEETING OF STOCKHOLDERS
to be held on November 4, 1998
PROXY STATEMENT
---------------
The accompanying form of proxy is solicited on behalf of the Board of Directors
of the Company for use at the Annual Meeting of the Stockholders of the Company
to be held at the executive offices of the Company on November 4, 1998 at 9:00
a.m. or at any adjournment thereof. The solicitation of proxies will be made by
mail and the cost will be borne by the Company. The Company's executive offices
are located at 400 Oser Avenue, Hauppauge, New York 11788.
Proxies in the accompanying form which are properly executed and duly returned
to the Company and not revoked will be voted as specified and, if no direction
is made, will be voted for each of the proposals set forth in the accompanying
Notice of Meeting. Each proxy granted is revocable and may be revoked at any
time prior to its exercise by advising the Company in writing of its revocation.
In addition, a Stockholder who attends the Meeting in person may, if he wishes,
vote by ballot at the Meeting, thereby canceling any proxy previously given.
This Proxy Statement, the enclosed form of proxy and the Company's Annual Report
for the fiscal year ended May 31, 1998 were first mailed on or about September
28, 1998 to holders of record as of September 21, 1998.
A majority of the issued and outstanding shares of Common Stock entitled to vote
constitutes a quorum at the Meeting. Shares of Common Stock represented in
person or by proxy at the Meeting (including shares that abstain or do not vote
with respect to one or more of the matters presented at the Meeting) will be
tabulated by the inspectors of election appointed for the Meeting whose
tabulation will determine whether or not a quorum is present. Abstentions will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum with respect to any matter, but will not be
counted as votes in favor of such matter. If a broker holding stock in "street
name" indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a matter, those shares will not be considered as
present and entitled to vote with respect to that matter. Accordingly, a "broker
non-vote" on a matter will have no effect on the voting.
Candidates for election as members of the Board of Directors who receive the
highest number of votes, up to the number of directors to be chosen, shall stand
elected, and an absolute majority of the votes cast is not a prerequisite to the
election of any candidate to the Board of Directors.
<PAGE>
The outstanding voting stock of the Company as of September 1, 1998 consisted of
5,988,276 shares of Common Stock, par value one ($.01) cent per share (the
"Common Stock"), with each share entitled to one vote. Only Stockholders of
record at the close of business on September 21, 1998 are entitled to vote at
the Meeting.
As of September 1, 1998, the following persons were known to Management to be
beneficial owners of more than five percent of the Company's Common Stock:
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP PERCENT
OF BENEFICIAL OWNER AT SEPTEMBER 1, 1997 (1) OF CLASS
------------------- ------------------------ --------
Joseph F. Hughes (2)
400 Oser Avenue
Hauppauge, New York 11788 2,153,328 (3) 35.3%
Austine W. Marxe (4)
David M. Greenhouse (4)
153 East 53rd Street, 51st FL
New York, New York 10022 548,000 9.2%
- --------------
(1) Unless otherwise stated herein, each beneficial owner has sole voting power
and sole investment power.
(2) The beneficial owner is an officer and director of the Company.
(3) Mr. Hughes' ownership includes 270,928 shares of common stock held of
record by his wife, as to which Mr. Hughes disclaims beneficial ownership.
Also, includes 110,000 shares which are subject to options which are
presently exercisable or are exercisable within 60 days of September 1,
1998 under the Company's 1997 Employee Stock Option Plan.
(4) As reported on Schedule 13D filed with the Securities and Exchange
Commission on February 4, 1998. Represents shares beneficially owned by Mr.
Marxe and Mr. Greenhouse through Special Situations Fund III, L.P., Special
Situations Private Equity Fund, L.P., Special Situations Technology Fund,
L.P., and Special Situations Cayman Fund, L.P. Mr. Marxe and Mr. Greenhouse
are officers, directors, members or principal stockholders of the general
partner and advisor to these funds.
All executive officers and directors of the Company as a group (6 persons)
beneficially owned shares of the Company's common stock as of September 1, 1998
as follows:
AMOUNT OF SHARES
BENEFICIALLY OWNED PERCENT OF CLASS
------------------ ----------------
2,309,192* 37.1%
* Includes 230,000 shares which are subject to options which are presently
exercisable or are exercisable within 60 days of September 1, 1998 under the
Company's 1997 Employee Stock Option Plan.
2
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
At the Meeting, one (1) Class III Director is to be elected for a three year
term expiring at the Company's 2001 Annual Meeting or until his successor has
been elected and qualified.
If the nominee listed below is unavailable for election at the date of the
Annual Meeting, the shares represented by the proxy will be voted for such
nominee or nominees as the person or persons designated to vote shall, in their
judgement, designate. Management at this time has no reason to believe that the
nominee will not be available or will not serve if elected.
Set forth in the following table is certain information with respect to the
nominee, as of September 1, 1998.
NAMES OF DIRECTORS NOMINEE NOMINEE
AND NOMINEES FOR CLASS FOR TERM
FOR ELECTION AGE OF DIRECTOR EXPIRING
------------------ --- ----------- --------
John H. Hochuli, Jr.(1) 68 Class III 2001
- ----------
(1) Member of the Compensation and Audit Committees of the Board of Directors.
Directors and Executive Officers of the Company.
The following table sets forth certain information concerning the executive
officers and directors of the Company, including equity securities beneficially
owned, as of September 1, 1998. The statements as to securities beneficially
owned are based upon information furnished by the officers and directors of the
Company:
<TABLE>
<CAPTION>
COMMON STOCK
OF THE COMPANY PERCENTAGE
YEAR FIRST OWNED BENEFICIALLY OF
NAME AGE POSITION OFFICER OR DIRECTOR DIRECTLY OR INDIRECTLY CLASS
- ---- --- -------- ------------------- ---------------------- ----------
<S> <C> <C> <C> <C> <C>
Joseph F. Hughes(6) 67 Chairman of the Board, 1969 2,153,328 (1) 35.3%
Chief Executive Officer,
President, Treasurer and
Director
Ernest G. Bago 58 President, TSR Consulting 1990 105,200 (2) 1.7%
Services, Inc. and Director
John G. Sharkey 39 Vice President, Finance, 1990 40,000 (3) 0.7%
Controller and Secretary
John H. Hochuli, Jr.(5,6) 68 Director 1993 -- --
James J. Hill (5,6) 64 Director 1989 -- --
Michael P. Dowd (5,6) 38 Director 1997 10,664(4) 0.2%
</TABLE>
- --------------
(1) See footnotes to table of stock ownership of certain stockholders at
page 2.
(2) Includes 80,000 shares which are subject to options which are presently
exercisable or are exercisable within 60 days of September 1, 1998 under
the Company's 1997 Employee Stock Option Plan.
(3) Includes 40,000 shares which are subject to options which are presently
exercisable or are exercisable within 60 days of September 1, 1998 under
the Company's 1997 Employee Stock Option Plan.
3
<PAGE>
Directors and Executive Officers of the Company (Continued).
(4) Mr. Dowd's ownership consists of 10,664 shares of common stock held of
record by his wife as to which Mr. Dowd disclaims beneficial ownership.
(5) Member of the Compensation Committee of the Board of Directors.
(6) Member of the Audit Committee of the Board of Directors.
During the fiscal year ended May 31, 1998 the Company's Board of Directors held
five meetings. Each incumbent Director, who was a director at the time of the
meeting, attended all of the meetings held during such period. The Compensation
Committee, consisting of the three outside directors, met once during the year,
with all members in attendance. The Audit Committee also met once during the
year, with all members in attendance.
Mr Joseph F. Hughes, from 1953 until forming the Company in 1969, was employed
by International Business Machines Corporation ("IBM") in various systems
engineering, marketing and administrative positions. Immediately prior to his
employment with the Company, Mr. Hughes was responsible for managing the market
and technical sales group serving colleges and universities with IBM in Long
Island and Westchester County.
Mr. Ernest G. Bago, from 1986 until joining the Company in March 1990, was
employed by Cap Gemini America as New Jersey Branch Manager. Prior to 1986, Mr.
Bago was employed by Computer Sciences Corporation (CSC) for 14 years. During
his tenure at CSC, Mr. Bago held various sales and marketing positions. His last
position was Vice President of Sales and Marketing for the Communications
Industry Division.
Mr. John G. Sharkey has a Masters Degree in Finance. He is a Certified Public
Accountant in the State of New York. From 1987 until joining the Company in
October 1990, Mr. Sharkey was Controller of a publicly held electronics
manufacturer. From 1984 to 1987, he served as Deputy Auditor of a commercial
bank, having responsibility over the internal audit department. Prior to 1984,
Mr. Sharkey was employed by KPMG Peat Marwick LLP as a senior accountant.
Mr. John H. Hochuli, Jr. has been a Director of the Company since April 1993. In
1994 he retired from Diamond Manufacturing Corp., a maker of aluminum windows
and doors, which he founded in 1955 and served as President.
Mr. James J. Hill has been a Director of the Company since December 1989. Since
1979 he has been Executive Vice President of Sales and Marketing for MRA
Publications, Inc., a medical publishing business. Mr. Hill received a Bachelor
of Science Degree in Business Administration from the University of Arizona in
1958 and a Bachelor of Foreign Trade Degree from the American Institute of
Foreign Trade in Arizona in 1959.
Mr. Michael P. Dowd has been a Director of the Company since September 1997.
Since 1987 he has been employed at Bear Stearns & Co., Inc. as an Associate
Director. He has a Bachelor of Arts Degree from Fairfield University. He is the
Son-in-Law of Mr. Joseph F. Hughes, Chairman of the Board of Directors.
The Company's executive officers are elected by, and serve at the discretion of,
the Board of Directors.
4
<PAGE>
<TABLE>
<CAPTION>
REMUNERATION AND CERTAIN TRANSACTIONS OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth a summary for the last three fiscal years of all
compensation paid to the Company's Chief Executive Officer and each of the other
executive officers whose individual compensation exceeded $100,000 ("Named
Executives").
SUMMARY ANNUAL COMPENSATION TABLE (1, 2)
LONG TERM AWARDS
STOCK OPTIONS
ANNUAL COMPENSATION NO. OF SHARES
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS UNDERLYING OPTIONS
- --------------------------- ----------- ------------------- ----- ------------------
<S> <C> <C> <C> <C>
Joseph F. Hughes 1998 $ 375,000 $ 505,000 110,000
President and Chief Executive Officer 1997 353,000 265,000 --
1996 343,000 139,000 --
Ernest G. Bago 1998 150,000 456,000 80,000
President, TSR Consulting Services, Inc. 1997 150,000 407,000 --
1996 150,000 253,000 --
John G. Sharkey 1998 105,000 35,000 40,000
Vice President, Finance 1997 99,000 25,000 --
1996 95,000 35,000 --
</TABLE>
- -----------------
(1) The aggregate amount of all perquisites and other personal benefits paid to
any Named Executive is not greater than either $50,000 or 10% of the total
annual salary and bonus reported for such Named Executive.
(2) During the three fiscal years indicated, the Company, did not grant any
stock appreciation rights to its executive officers, did not make any
restricted stock awards and did not have a long-term incentive plan. The
Company adopted the 1997 Employee Stock Option Plan in April, 1997.
STOCK OPTION GRANTS IN FISCAL YEAR ENDED MAY 31, 1998
<TABLE>
<CAPTION>
Potential Realized
Value at Assumed
Annual Rates Of
% of total Stock Price
Options Appreciation for
Number of Shares Granted to Option Term
Underlying Options Employees --------------------
Name Granted In FY 98 Exercise Price Expiration Date 5% 10%
---- ------------------ ---------- -------------- --------------- ------ --------
<S> <C> <C> <C> <C> <C>
Joseph F. Hughes 110,000 28.2% $ 11.75 10/22/00 $204,000 $428,000
Ernest G. Bago 80,000 20.5 11.75 10/22/00 148,000 311,000
John G. Sharkey 40,000 10.3 11.75 10/22/00 74,000 155,000
</TABLE>
Note: The shares listed above are the only options held by the named officers.
The named officers did not exercise any options during the fiscal year.
Additionally, all options were granted at market price, all options are
currently exercisable and none were in the money based upon the stock's
closing price at May 31, 1998.
5
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee consists of the three outside directors who have
never been officers of the Company. The Committee's general philosophy is to
have a compensation plan that is competitive and will attract, retain, motivate
and reward highly qualified executives. The Committee's goals are to attract and
retain an executive management team that is capable of taking full advantage of
the Company's opportunities, and to provide incentives for outstanding
performance. It is the responsibility of the Committee to advise the Board
relative to the salaries, bonuses and stock options granted to the individuals
listed on the executive compensation table.
The compensation of the Chief Executive Officer, Joseph F. Hughes is currently
based on a five year employment agreement which terminates May 31, 2002. This
agreement provides for a competitive base salary, a performance based bonus
provision tied to the Company's pre-tax profits, and an additional discretionary
bonus. In determining the level of Mr. Hughes' compensation, the Committee took
into consideration his diverse responsibilities and his development and
implementation of business strategies which have significantly enhanced the
Company's potential opportunities.
The compensation of the other executive officers is guided by the Committee's
overall philosophy and goals. The Committee wishes to further ensure that the
services of these individuals are retained to use their years of invaluable
experience in the markets that the Company services in order to facilitate
continued growth and profitability. The compensation of Ernest G. Bago,
President of the contract computer programming subsidiary, is based upon a four
year employment agreement which terminates May 31, 2002. This agreement provides
for a competitive base salary and a significant performance based bonus tied to
the operating profits of the contract computer programming subsidiary. The
compensation of John G. Sharkey, Vice President of Finance, is reviewed annually
based upon the achievement of both corporate and individual performance goals.
Compensation Committee
James J. Hill, Chairman
John H. Hochuli, Jr.
Michael P. Dowd
6
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
The following graph compares cumulative five-year stockholder returns (including
reinvestment of dividends) on an indexed basis with the Center for Research in
Security Prices ("CRSP") Index for the NASDAQ Stock Market (US Companies) and
the CRSP Index for NASDAQ Computer and Data Processing Stocks (SIC Codes 737).
These indices are included for comparative purposes only and do not necessarily
reflect management's opinion that such indices are an appropriate measure of the
relative performance of the stock involved, and are not intended to forecast or
be indicative of possible future performance of the Common Stock.
PERFORMANCE GRAPH OF TSR, INC. COMMON STOCK VERSUS BROAD MARKET AND PEER GROUP
INDICES
[GRAPHIC OMITTED]
5/93 5/94 5/95 5/96 5/97 5/98
---- ---- ---- ---- ---- ----
TSR, Inc..................... 100 154 216 496 1,023 922
NASDAQ (US).................. 100 105 118 182 205 261
Computer and Data
Processing................... 100 106 146 224 266 348
Notes:
A. The index level for all series was set to $100 at May 31, 1993.
B. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
C. If the monthly interval based on the fiscal year-end is not a trading day,
the preceding trading day is used.
COMPENSATION PLANS
The following described plans adopted by the Company pursuant to which cash or
non-cash compensation was paid during the years ended May 31, 1996, 1997, or
1998, or pursuant to which such compensation may be distributed in the future,
to the Named Executives.
401(k) Deferred Compensation and Profit Sharing Plan
In 1985, the Company adopted a voluntary retirement savings plan for employees
who have attained age 21 and have at least six months of service. This plan
permits employees to contribute, on a pre-tax basis, up to 15% of their
compensation. Also, the plan has a matching provision whereby the Company
matches 50% of the first 4% of the employee's basic contribution. However, the
matching provision does not apply to the Named Executives and other highly paid
individuals. Additionally, the plan provides for discretionary profit sharing
contributions as determined by the Board of Directors. There were no such
contributions for the fiscal years ended May 31, 1996, 1997, or 1998.
7
<PAGE>
Compensation of Directors
For their service, members of the Board of Directors who are not salaried
employees of the Company received an annual retainer of $10,000, payable
quarterly during fiscal 1998.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
In June 1998, an employment agreement was entered into with Ernest G. Bago
providing for an annual base salary of $200,000, and providing for additional
incentive compensation based upon certain criteria which are agreed upon from
time to time, such criteria being currently based primarily on the profitability
of the Company's contract programming subsidiary. During fiscal year 1998,
$456,000 in incentive compensation was paid under a similar plan in conjunction
with this executive's previous contract. This agreement is for a four year term
and provides for severance, in the event of termination, of the base salary for
one year. The contract also contains a change in control agreement pursuant to
which Mr. Bago will receive a payment on change of control equal to 2.99 times
his average annual total compensation but not in excess of $250,000 times the
remaining years in the contract term.
In June 1997, an employment agreement was entered into with Joseph F. Hughes
which terminates May 31, 2002. This agreement provides for an initial base
salary of $375,000 with annual adjustments based upon increases in the Consumer
Price Index, such increases to be no less than 3% and no more than 8% per year.
Additionally, the agreement provides for an annual discretionary bonus for each
fiscal year, the maximum to be $50,000 if pre-tax profits are less than
$1,000,000 and a minimum of 7.5% of pre-tax profits if such profits exceed
$1,000,000. In fiscal 1998, Mr. Hughes received the minimum bonus of 7.5% of
pre-tax profits or $505,000 as incentive compensation.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"Commission"). Officers, directors and greater than ten percent Stockholders are
required by regulation of the Commission to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the fiscal year
ended May 31, 1998, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were satisfied.
Certain Relationships and Related Transactions
Mr. James J. Hughes, son of Joseph F. Hughes, has been employed by the Company
since 1975, except for the period August 1986 through August 1987 when he was
employed at Kidder, Peabody & Co. as a registered representative. He is
currently Production Manager of Catch/21 Enterprises, Incorporated, the
subsidiary which is engaged in providing Year 2000 Compliance Solutions. During
fiscal year 1998, he received total cash compensation of $214,000.
Mr. Christopher Hughes, son of Joseph F. Hughes, has been employed by the
Company since 1983 and is currently a Vice President for the contract computer
programming business. He received total cash compensation of $266,000 during
fiscal year 1998.
Ms. Lisa M. Amoroso, daughter of Joseph F. Hughes has been employed by the
Company since 1995 and is currently Marketing Director of Catch/21 Enterprises,
Incorporated. During fiscal year 1998 she received total cash compensation of
$87,000.
Mr. Joseph Kilduff, brother-in-law of Joseph F. Hughes has been employed by the
Company since 1992 and is currently a technical recruiter for the contract
computer programming business. During fiscal 1998, he received total cash
compensation of $76,000.
8
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, certified public accountants, have been appointed by the
Company's Board of Directors as independent auditors for the Company to examine
and report on its financial statements for fiscal year ending May 31, 1999. KPMG
Peat Marwick LLP audited and reported on the Company's financial statements for
the year ended May 31, 1998 and it is expected that a representative of KPMG
Peat Marwick LLP will be present at the Meeting with an opportunity to make a
statement if he desires to do so and will be available to respond to questions.
The appointment of the independent auditors will be ratified if it receives the
affirmative vote of the holders of a majority of shares of the Company's Common
Stock present at the Meeting, in person or by proxy. Submission of the
appointment of the auditors to the Stockholders for ratification will not limit
the authority of the Board of Directors to appoint another accounting firm to
serve as independent auditors if the present auditors resign or their engagement
is otherwise terminated. If the Stockholders do not ratify the appointment of
KPMG Peat Marwick LLP at the Meeting, the selection of KPMG Peat Marwick LLP may
be reconsidered by the Board of Directors.
STOCKHOLDER'S PROPOSALS
Any proposal by a Stockholder of the Company intended to be presented at the
1999 Annual Meeting of Stockholders must be received by the Company at its
principal executive office not later than June 1, 1999 for inclusion in the
Company's proxy statement and form of proxy relating to that meeting. Any such
proposal must also comply with the other requirements of the proxy solicitation
rules of the Securities and Exchange Commission.
FORM 10-K ANNUAL REPORT
UPON WRITTEN REQUEST BY ANY STOCKHOLDER ENTITLED TO VOTE AT THE ANNUAL MEETING,
THE COMPANY WILL FURNISH THAT PERSON, WITHOUT CHARGE, WITH A COPY OF ITS ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 1998, WHICH IS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. IN THE EVENT THAT EXHIBITS TO SUCH FORM 10-K ARE REQUESTED, A
FEE WILL BE CHARGED FOR REPRODUCTION OF SUCH EXHIBITS. If the person requesting
the report was not a Stockholder of record on September 21, 1998, the request
must contain a good faith representation that the person making the request was
a beneficial owner of the Company's stock at the close of business on such date.
Requests should be addressed to Mr. John G. Sharkey, Secretary, TSR, Inc., 400
Oser Avenue, Hauppauge, NY 11788.
9
<PAGE>
OTHER BUSINESS SOLICITATION AND EXPENSES OF SOLICITATION
The Board of Directors does not know of any other matters to be brought before
the Meeting, except those set forth in the notice thereof. If other business is
properly presented for consideration at the Meeting, it is intended that the
proxies will be voted by the persons named therein in accordance with their
judgement on such matters.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the securities laws that might incorporate future
filings, the report of the Compensation Committee and the performance graph
included in this Proxy Statement shall not be incorporated by reference into any
such filing.
The cost of preparing this Proxy Statement and all other costs in connection
with this solicitation of proxies for the Annual Meeting of Stockholders are
being borne by the Company. In addition to solicitation by mail, the Company's
directors, officers, and regular employees, without additional remuneration, may
solicit proxies by telephone, telegraph and personal interviews. Brokers,
custodians, and fiduciaries will be requested to forward proxy soliciting
material to the beneficial owners of Common Stock held in their names, and the
Company will reimburse them for their out-of-pocket expenses incurred in
connection with the distribution of proxy materials.
Your cooperation in giving this matter your immediate attention and in returning
your proxies will be appreciated.
By Order of the Directors,
John G. Sharkey, Secretary
September 28, 1998
10
<PAGE>
PROXY CARD
Front
TSR, INC.
400 OSER AVENUE
HAUPPAUGE, NEW YORK 11788
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 4, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOSEPH F. HUGHES and ERNEST G. BAGO or
either of them, each with full power of substitution, proxies of the undersigned
to vote all shares of common stock of TSR, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on the 4th of November, 1998 at 9:00 a.m., at the offices of
the Company located at 400 Oser Avenue, Hauppauge, NY, and all adjournments
thereof, as fully and with the same force and effect as the undersigned might or
could do if personally present thereat. Said proxies are instructed to vote as
follows:
1. FOR __ WITHHOLDING VOTE __ The election of John H. Hochuli, Jr. for Class
III Director.
2. FOR __ AGAINST __ ABSTAIN __ The ratification of the appointment by the
Board of Directors of the Company of KPMG Peat Marwick LLP as the
independent auditors of the Company to examine and report on its financial
statements for the year ending May 31, 1999.
3. In accordance with their best judgement with respect to any other business
that may properly come before the Meeting.
(Continued and to be signed on the reverse side.)
Ehibit A-1
<PAGE>
PROXY CARD
Back
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED, IT WILL BE VOTED FOR THE ABOVE PROPOSALS.
Receipt is acknowledged of the Notice and Proxy Statements relating to this
meeting.
Dated: __________________, 1998
________________________________
Signature
________________________________
Signature
Please sign as name(s) appear(s) hereon. Proxies should be dated when signed.
When signing as attorney, executor, administrator, trustee or guardian, the full
title of such should be given. Only authorized officers should sign for a
corporation. If shares are registered in more than one name, each joint owner
should sign.
Exhibit A-2
