IT staffing provider TSR Inc. (NASD: TSRI) postponed its annual meeting of stockholders, originally scheduled for Nov. 28, as it confronts both a proxy battle and two lawsuits. A new meeting time is still to be announced.
The board said additional time is needed to review and respond to proposals from Zeff Capital LP, its largest shareholder, and for its special committee to complete its evaluation of strategic alternatives, which include a possible sale of the Hauppauge, NY-based company.
The board also noted litigation brought against the company and its directors by investor Fintech Consulting LLC; and against the company and its current and certain former directors by minority shareholder Susan Paskowitz.
Zeff Capital, which last year sought to acquire all the shares in TSR, last month notified the company of its intention to nominate two independent director candidates for election to TSR’s board at the annual meeting of stockholders: Tim Eriksen and Brad Tirpak. The investor in July upped its stake in the company by purchasing the shares held by TSR Founder Joseph Hughes and his wife, Winifred.
Subsequently, TSR in August adopted a stockholder rights agreement, sometimes referred to as a “poison pill,” to thwart a potential hostile takeover.
On Nov. 1, TSR was served with a complaint filed by stockholder Fintech Consulting LLC, which purports to be a stockholder derivative lawsuit on behalf of the company against all current members of the board of directors. Fintech claims that the board breached its fiduciary duties by approving certain anti-takeover measures.
And on Oct. 16, TSR was served with a complaint filed by stockholder Susan Paskowitz that purports to be a class action lawsuit asserting claims related to the sale of the Hughes’ shares. Paskowitz also asserts that the Zeff Group aided and benefited from the Hughes’ conduct and may ultimately be aimed at buying out the remaining shares at an unfair price.