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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2014, Versar, Inc. (the “Company”) entered into a Change in Control Severance Agreement (“Change in Control Severance Agreement”) with James D. Villa, the Company’s Senior Vice President and General Counsel.

Under the Change in Control Severance Agreement with Mr. Villa, the severance benefits include, among other items, a lump sum payment equal to (i) two times the executive’s annual base salary, or, if higher, the annual base salary in effect immediately before the Change in Control, Potential Change in Control or Good Reason event, and (ii) two times the higher of the amount paid to the executive under any existing cash bonus, cash incentive and/or non-equity incentive compensation plans in the calendar year preceding the calendar year in which the Change in Control or Potential Change in Control occurred.

The Change in Control Severance Agreement will expire upon the earlier of May 12, 2016 or the date on which Mr. Villa ceases to serve as Senior Vice President and General Counsel of the Company (in each case, the “Standard Termination Date”), in each case prior to the occurrence of a Potential Change in Control or a Change in Control as defined in the agreement. If a Potential Change in Control occurs during the term of the Change in Control Severance Agreement, the above termination dates will not apply and the agreement will terminate on the later of the Standard Termination Date or the date that is the last day of the 6^th calendar month beginning after the calendar month in which the relevant Potential Change in Control occurred. If a Change in Control occurs during the term of the Change in Control Severance Agreement, the above termination dates will not apply and the agreement will terminate on the later of the Standard Termination Date or the last day of the 24^th calendar month beginning after the calendar month in which the Change in Control occurred.

A copy of the Change in Control Severance Agreements between the Company and James D. Villa is filed with this Report as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Change in Control Severance Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.