UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K/A
Amendment
No. 1
|
x
|
Annual
Report Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of
1934
|
For
the
fiscal year ended May 31, 2007
or
|
o
|
Transition
Report Under Section 13 or 15(d) of The
Securities Exchange Act of 1934
|
For
the
transition period from _____________________ to
______________________
| Commission File Number: |
0-8656
|
|
TSR,
Inc.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
13-2635899
|
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
|
incorporation
or organization)
|
|
400
Oser Avenue, Hauppauge,
NY 11788
|
|
(Address
of principal executive offices)
|
| Registrant's telephone number: |
631-231-0333
|
| Securities registered pursuant to Section 12(b) of the Exchange Act: |
Common
Stock, par value $0.01 per share
|
|
(Title
of Class)
|
Securities registered pursuant to Section 12(g) of the Exchange Act:
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None
|
|
(Title
of Class)
|
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. o
Yes x
No
Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. o Yes x No
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. x
Yes o No
Indicate
by check mark if there is no disclosure of delinquent filers in response to
Item
405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of
the
Exchange Act).
|
o
Large
accelerated filer
|
o
Accelerated
filer
|
x
Non-accelerated filer
|
Indicate
by check mark whether the Registrant is a shell Company (as defined in Rule
12b-2 of the Act). oYes
No x.
The
aggregate market value of voting and non-voting common equity held by
non-affiliates of the Registrant based upon the closing price of $4.00 at
November 30, 2006 was $11,102,000.
The
number of shares of the Registrant's common stock outstanding as of July 31,
2007 was 4,568,012.
Documents
incorporated by Reference:
The
information required in Part III, Items 10, 11, 12, 13 and 14 is incorporated
by
reference to the Registrant's Proxy Statement in connection with the 2007 Annual
Meeting of Stockholders, which will be filed by the Registrant within 120 days
after the close of its fiscal year.
Item
5 is hereby amended by adding the following:
COMPARISON
OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
The
following graph compares cumulative five-year stockholder returns (including
reinvestment of dividends) on an indexed basis with the Center for Research
in
Security Prices ("CRSP") Index for the NASDAQ Stock Market (US Companies) and
the CRSP Index for NASDAQ Computer and Data Processing Stocks (SIC Code
737). These indices are included for comparative purposes only and do
not necessarily reflect management's opinion that such indices are an
appropriate measure of the relative performance of the stock involved, and
are
not intended to forecast or be indicative of possible future performance of
the
Common Stock.
Performance
Graph of TSR, Inc. Common Stock Versus Broad Market and Peer Group
Indices
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5/02
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5/03
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5/04
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5/05
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5/06
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5/07
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||||||
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TSR,
Inc. . . . . . . . . . . . . . . . . . . . . .
|
100
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117
|
118
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105
|
88
|
69
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|||||
|
NASDAQ
(US) . . . . . . . . . . . . . . . .
|
100
|
99
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123
|
129
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137
|
164
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|||||
|
Computer
and Data Processing . .
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100
|
104
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119
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132
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132
|
172
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Notes:
|
A.
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The
index level for all series was set to $100 at May 31,
2002.
|
|
B.
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The
lines represent monthly index levels derived from compounded daily
returns
that include all dividends.
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C.
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If
the monthly interval based on the fiscal year-end is not a trading
day,
the preceding trading day is used.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15 (d) 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.
| TSR, Inc. | |||
|
Date:
September 12, 2007
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By:
|
/s/ John Sharkey | |
| John Sharkey | |||
| Vice President, Finance, Controller and Secretary | |||