Attached files
| file | filename |
|---|---|
| EX-99.1 - ADDITIONAL EXHIBITS - VERSAR INC | a201765newcfofinal.htm |
| EX-10.2 - MATERIAL CONTRACTS - VERSAR INC | scannedfromaxeroxmultifun.htm |
| EX-10.1 - MATERIAL CONTRACTS - VERSAR INC | tarragoofferletterexecute.htm |
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. Employer Identification No.)
|
|
|
|
|
|
|
|
6850 Versar Center Springfield, Virginia 22151
|
||||
|
(Address of principal executive offices)
|
||||
|
(Zip Code)
|
||||
|
|
||||
|
(703) 750-3000
|
||||
|
(Registrant’s
telephone number, including area code)
|
||||
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:
|
☐
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
|
|
|
|
☐
|
Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
|
|
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective June 1, 2017, the employment of Cynthia A. Downes,
Executive Vice President, Chief Financial Officer, Treasurer and
Principal Accounting Officer of Versar, Inc. (the
“Company”) was terminated by the Company and
the
Company appointed Christine B. Tarrago to serve as Senior Vice
President, Chief Financial Officer, Treasurer and Principal
Accounting Officer of the Company. Ms. Tarrago has more than 20
years of financial executive leadership in North America and
Europe. Ms. Tarrago comes to Versar from ICS Nett, where she served
as Vice President and Corporate Controller. Prior to that, Ms.
Tarrago served as Vice President Finance at K12, Inc. from March
2016 until January 2017 and as Vice President Finance, Corporate
Controller of Lightbridge Communications Corporation from May 2011
to January 2016 and has had leadership positions at companies
including Marlink, Siemens and ALSTOM. She has a BA and MBA from
the University of Augsburg in Germany and is a registered CPA in
the State of Illinois.
There are no family relationships between Ms. Tarrago and any
director or officer of the Company, and she has no direct or
indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
The Company entered into a letter agreement, dated June 1, 2017
(the “Agreement”), with Ms. Tarrago in connection with
her appointment as Senior Vice President, Chief Financial Officer,
Treasurer and Principal Accounting Officer. Ms. Tarrago will be
entitled to an annual salary of $230,000. In addition, under the Company’s Incentive
Compensation Plan, Ms. Tarrago will be eligible for an annual cash
bonus targeted at approximately 35% of her base salary. The payment
of any such bonus, which is at the Company’s sole discretion,
would be based upon her performance, that of her business group, as
well as the Company as a whole. She will be subject to customary
non-competition, non-disparagement and non-solicitation covenants
for 18 months following cessation of employment for any reason. The
Company has also entered into a Change in Control Severance
Agreement with Ms. Tarrago, dated June 2, 2017, for a term of two
years which provides for severance benefits if a Change in Control
(as defined in the agreement) occurs during the term of the
agreement and she is terminated without Cause (other than for death
or disability) or she resigns for Good Reason (in each case as
defined by the agreement). Her severance benefits would include a
payment equal to nine months of salary, a lump sum payment of
incentive compensation allocated or awarded under any existing
bonus or incentive plan and vesting of any unvested options to
purchase common stock or restricted stock awards and continuation
of certain health and insurance benefits, as outlined in the Change
in Control Severance Agreement.
The preceding descriptions of the Agreement and the Change in
Control Severance Agreement are qualified in their entirety by
reference to the text of the Agreement and the Change in Control
Severance Agreement, which are attached hereto as Exhibit 10.1 and
10.2 and incorporated by reference herein.
A copy of the press release announcing Ms. Downes’s
termination and the appointment of Ms. Tarrago as described in this
filing is attached hereto as Exhibit 99.1 and is incorporated
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
10.1
10.2
|
Agreement dated June 1, 2017, by and between Versar, Inc. and Ms.
Tarrago
Change in Control Severance Agreement dated June 2, 2017 by and
between Versar, Inc. and Ms. Tarrago
|
|
99.1
|
Press Release dated June 5, 2017
|
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.
|
Dated: June 5, 2017
|
VERSAR, INC.
|
||
|
|
|||
|
|
|||
|
|
By:
|
/s/ James D. Villa
|
|
|
|
|
James D. Villa
|
|
|
|
|
Senior Vice President and General Counsel
|
|