TSR receives delisting notice from Nasdaq Stock Market

TSR Inc., a technology staffing and consulting provider that is facing a proxy challenge, has received a delisting notice from the Nasdaq Stock Market after passing a deadline to hold its annual meeting.

Shares in Hauppauge-based TSR rose 1.5 percent to close Wednesday at $4.90. 

The company, with fiscal 2018 revenue of $65 million, disclosed the delisting alert, which it received Monday, in a Securities and Exchange Commission filing after Tuesday's stock market close.

In the government filing, TSR said it postponed the annual meeting "to provide the company with additional time to review and respond to certain stockholder proposals ... brought by certain stockholders for action at the annual meeting" and to give the board of directors "time to consider various strategic alternatives."

Nasdaq rules require  TSR to hold an annual meeting within 12 months of May 31, 2018, the end of the company's fiscal year. 

The company said that delisting is "not imminent" and Nasdaq rules give the company 45 days to submit a plan to regain compliance.

TSR chairman and chief executive Christopher Hughes said in a telephone interview he had nothing to add to the government filing.

In July, TSR founder and former chief executive Joseph F. Hughes and his wife, Winifred M. Hughes, sold their 41.8 percent stake in the company to three institutional buyers, Manhattan-based Zeff Capital LP, Fintech Consulting LLC of Iselin, New Jersey, and QAR Industries Inc. of Mineral Wells, Texas.

A tally of shareholder positions compiled on Wednesday by Bloomberg from government documents put the combined ownership stakes of those three institutional holders at 48.5 percent. 

In October, Zeff issued a proxy challenge to replace two incumbent directors with dissident candidates and to roll back an anti-takeover measure — also known as a poison pill — that the company announced in August.

In November, TSR rejected as "inadequate" a bid by QAR to acquire the company for $6.25 per share.

The company also is embroiled in several lawsuits involving the three major shareholders.

In December, TSR's board announced it had hired Manhattan-based investment bank CoView Capital Inc. as part of a plan to make a "strategic acquisition" that would maximize shareholder value.

By Ken Schachter

kenneth.schachter@newsday.comkschach

Ken Schachter covers corporate news, including technology and aerospace, and other business topics for Newsday. He has also worked at The Miami Herald and The Jerusalem Post.