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):
September 12,2005
Versar Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction)
1-9309
(Commission File Number)
54-0852979
(IRS Employer Identification No.)
6850 Versar Center, Springfield, Virginia 22151
(Address of Principal Executive Offices)
(703) 750-3000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 1.01. Entry into a Material Definitive Agreement
On September 7, 2005, the Board of Directors of the Company
adopted a cash based bonus incentive compensation plan (Bonus
Plan) for fiscal year 2006. There are four classes of
participants: The Chief Executive Officer, Theodore M. Prociv;
the Executive Officers, Lawrence W. Sinnott, Jerome B. Strauss,
Paul W. Kendall and James C. Dobbs; other Vice Presidents; and,
other key employees.
The Plan provides differing participation by each class for each
level of bonus accrual. For example, only the other Vice
Presidents and other key employees participate in the first
$100,000 of bonus accrual. For higher level of bonus accrual
the percentage participation of these two classes decrease and
the percentage participation of the CEO and Executive Officers
increase.
The amount of bonus accrual, from 0% to 4%, is based solely on
the Companys pre-tax income. If bonus amounts are accrued,
then each individual will be evaluated on both quantitative
performance (70%) and other performance factors (30%). Cash
bonuses if any, will be awarded in either September or October
2006.
This current report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to
certain risks, trends, and uncertainties. In particular,
statements made in this report that are not historical facts
(including but not limited to expectations, estimates,
assumptions and projections regarding the industry, business,
future operating results, anticipated cash requirements and the
anticipated savings from the acceleration of the vesting of
certain out-of-the-money options) may be forward-looking
statements. Actual results could differ materially from the
results projected, expressed or implied by these forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed
from time to time in Versars filing with the Securities and
Exchange Commission. Many of these risk factors are outside of
Versar s control, and as such, they involve risks which are not
currently known to Versar that could cause actual results to
differ materially from those discussed or implied herein. The
forward-looking statements in this document are made as of the
date hereof and Versar does not undertake to update its forward-
looking statements.
The following exhibits are filed with this Report:
Exhibit No. Description
NONE
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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.
VERSAR, INC.
Date: September 12,2005 By: /S/
__________________________
James C. Dobbs
Senior Vice President & General
Counsel
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