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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
October 31, 2007
Date of report (Date of earliest event reported)
TSR, INC.
(Exact Name of Registrant as Specified in its charter)
Delaware 0-8656 13-2635899
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
400 Oser Avenue, Hauppauge, NY 11788
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(Address of Principal Executive Offices) (Zip Code)
(631) 231-0333
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed Since Last Report)
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 communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] 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
Exchangect (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On October 31, 2007, TSR, Inc. (the "Company") entered into an
Indemnification Agreement (each, an "Indemnification Agreement" and,
collectively, the "Indemnification Agreements") with each of its directors and
executive officers (each, an "Indemnitee" and collectively, the "Indemnitees").
Pursuant to each Indemnification Agreement, the Company agrees to indemnify each
Indemnitee and advance expenses to each Indemnitee to the fullest extent
permitted by the General Corporation Law of the State of Delaware.
A copy of the forms of Indemnification Agreements entered into with
each Indemnitee is filed as Exhibit 10.1, 10.2 and 10.3 to this Current
Report
on Form 8-K and is incorporated herein by reference. The foregoing summary of
the terms of the Indemnification Agreements is qualified in its entirety by
reference to the full text of the form of the Indemnification Agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
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10.1 Form of Indemnification Agreement (Directors)
10.2 Form of Indemnification Agreement (Directors and Officers)
10.3 Form of Indemnification Agreement (Officers)
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SIGNATURES
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 hereunto duly authorized.
TSR, INC.
By: /s/ John G. Sharkey
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Name: John G. Sharkey
Title: Vice President and Secretary
Date: November 1, 2007
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