UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of the

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 6~~November 10, 2017 ~~(September 17, 2017)~~

VERSAR, INC.

(Exact name of registrant as specified in charter)

Delaware		1-9309		54-0852979
(State or Other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6850 Versar CenterSpringfield, Virginia 22151(Address of principle executive offices, including zip code) (703) 750-3000Registrant’s telephone number, including area codeN/A(Former name of registrant, if changed since last report.)

6850 Versar Center, Springfield, Virginia		22151
(Address of principle executive offices)		(Zip Code)

Registrant’s telephone number, including area code (703) 750-3000

(Former name of registrant, if changed since last report.) N/A

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:

☐ o Written communications 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(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~~o Soliciting ~~1.01.~~material ~~Entry into~~pursuant ato ~~Material~~Rule 14a-12 ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.14a-12)

~~Item~~o Pre-commencement ~~2.03.~~communications ~~Creation~~pursuant ofto ~~a Direct Financial Obligation or an Obligation~~ Rule 14d-2(b) under anthe ~~Off-Balance~~Exchange ~~Sheet~~Act ~~Arrangement~~(17 ofCFR ~~a Registrant~~240.14d-2(b))

~~As previously~~o Pre-commencement ~~announced,~~communications onpursuant ~~September~~to ~~22, 2017, Versar, Inc., a Delaware corporation~~ Rule 13e-4(~~the “Company”~~c), under ~~Kingswood Genesis~~the ~~Fund~~Exchange I,Act ~~LLC, a Delaware limited liability company~~ (~~“Kingswood") and~~17 KWCFR ~~Genesis Merger Sub, Inc~~240.~~, a Delaware corporation and a wholly owned subsidiary of Parent~~ 13e-4(~~“Merger Sub”~~c) ~~entered into an Agreement and Plan of Merger, as amended and restated by the Amended and Restated Agreement and Plan of Merger, dated as of September 27, 2017 (the “Merger Agreement”~~).

~~On September~~Indicate ~~17,~~by ~~2017,~~check inmark ~~connection~~whether ~~with~~the ~~Kingswood’s negotiations~~registrant ~~with~~is ~~the~~an ~~Company’s~~emerging ~~subordinated~~growth ~~debt~~company ~~holders~~as defined in ~~anticipation~~ ofRule ~~the~~405 ~~completion~~ of the ~~Merger~~Securities ~~Agreement,~~Act ~~the Company entered into promissory notes with certain existing creditors pursuant to which the creditors have agreed to extend the payment terms~~ of ~~the~~1933 ~~indebtedness owing by the Company to such creditors~~(§230. ~~Each~~405 of ~~these~~this ~~promissory~~chapter) ~~notes~~or ~~was~~Rule ~~issued~~12b-2 ~~in cancellation~~ of ~~an existing promissory note executed by~~ the ~~Company~~Securities ~~and~~Exchange ~~payable~~Act ~~to the applicable creditor and is subject to the condition that if the Company fails to consummate the closing~~ of a1934 ~~sale of the Company pursuant to the Merger Agreement on or before November 15, 2017, such promissory note will be void and of no effect~~(§240.12b-2 In the event that the Merger is not consummated on or before November 15, 2017, these obligations will revert back to their original terms and be immediately due and payable. The aggregate principal amount of ~~the new~~this ~~notes is approximately $3~~chapter).~~7 million.~~

~~Further, on~~Emerging ~~September~~growth ~~22,~~company 2017, the Company and Kingswood entered into a letter agreement with a third party creditor of the Company in settlement of claims. The letter agreement, among other things, provides for a forbearance period and release of claims. The forbearance period will terminate and the release of claims will not become effective if the merger contemplated by the Merger Agreement is not consummated on or before December 26, 2017. Pursuant to the letter agreement and in consideration of the settlement of claims, the Company agreed to execute a promissory note payable to the creditor in the original principal amount of $1,444,593.o

~~The~~If ~~foregoing~~an ~~description~~emerging ofgrowth ~~the~~company, ~~promissory~~indicate ~~notes~~by ~~and~~check ~~letter agreement~~mark ~~and~~if the ~~transactions~~registrant ~~contemplated~~has ~~thereby~~elected ~~does~~ not ~~purport~~ to beuse ~~complete~~the ~~and~~extended istransition ~~subject~~period ~~to,~~for ~~and~~complying ~~qualified~~with inany ~~its entirety~~new byor ~~reference~~revised ~~to,~~financial ~~the~~accounting ~~full~~standards ~~text~~provided ofpursuant ~~the~~to ~~promissory~~Section ~~notes~~13(a) ~~and letter~~of ~~agreement,~~the ~~which~~Exchange ~~are attached hereto as exhibits, and are incorporated herein by reference~~Act. o

~~Additional~~Introductory ~~Information and Where to Find It~~Note

~~This communication~~As ispreviously ~~neither~~disclosed, anVersar, Inc., ~~offer~~a toDelaware ~~purchase~~corporation ~~nor~~(the a“Company” ~~solicitation~~or ~~of an~~“Versar”), ~~offer~~entered tointo ~~sell~~an ~~any~~Agreement ~~shares~~and Plan of ~~the~~Merger ~~capital~~dated ~~stock~~as of ~~Versar~~September 22, or2017, ~~any other~~as ~~securities.~~subsequently Onamended ~~the~~and ~~commencement~~restated ~~date~~on ofSeptember 27, ~~the~~2017 ~~tender~~(as ~~offer contemplated~~amended, by the “Merger Agreement ~~(the “Offer~~”), awith ~~tender~~Kingswood ~~offer statement~~Genesis onFund ~~Schedule~~I, TOLLC, ~~including~~a anDelaware ~~offer~~limited toliability ~~purchase~~company (“Parent”), aand ~~letter of~~KW ~~transmittal~~Genesis ~~and~~Merger ~~related documents~~Sub, Inc., ~~will~~a beDelaware ~~filed~~corporation ~~with~~and ~~the~~a ~~United States~~wholly-owned ~~Securities~~subsidiary ~~and~~of ~~Exchange~~Parent ~~Commission~~ (~~the~~ “~~SEC~~Purchaser”)., ~~The~~providing ~~offer~~for ~~to purchase~~the ~~shares~~merger of ~~Versar~~Purchaser ~~stock~~with ~~will~~and ~~only~~into bethe ~~made~~Company, ~~pursuant~~with to the ~~offer~~ toCompany ~~purchase,~~as the ~~letter~~surviving ofcorporation ~~transmittal~~ and ~~related~~a ~~documents filed~~wholly-owned ~~with~~subsidiary ~~such~~of ~~Schedule~~Parent TO(the “Merger”). Upon ~~The tender offer statement will be filed with~~ the ~~SEC~~terms ~~by an affiliate~~ of ~~Kingswood~~ and ~~Versar~~pursuant ~~is obligated~~ to ~~file a solicitation/recommendation statement with~~ the ~~SEC.~~ ~~INVESTORS~~Merger ~~AND~~Agreement, ~~SECURITY~~on ~~HOLDERS~~October 6, ~~ARE~~2017 ~~URGED~~Purchaser, TOParent, ~~READ~~Kingswood ~~THE~~Capital ~~TENDER OFFER~~I, ~~STATEMENT~~LP ~~AND~~and ~~THE~~Kingswood ~~SOLICITATION/RECOMMENDATION~~Capital ~~STATEMENT~~Management, ~~AS THEY~~LLC ~~MAY~~commenced BEa ~~AMENDED~~tender ~~FROM~~offer ~~TIME~~(the TO“Offer”) ~~TIME,~~to ~~WHEN~~purchase ~~THEY~~all ~~BECOME~~of ~~AVAILABLE BECAUSE~~the ~~THEY~~outstanding ~~WILL~~shares ~~CONTAIN~~of ~~IMPORTANT~~the ~~INFORMATION~~Company’s ~~ABOUT~~common ~~THE~~stock, ~~PROPOSED TRANSACTION~~par ~~AND~~value ~~THE PARTIES TO THE TRANSACTION~~$0.01 ~~Investors~~per ~~and security~~share ~~holders~~(the ~~may~~“Company ~~obtain~~Common ~~a free copy of these statements (when available~~Stock”), ~~and other documents filed with the SEC~~ at ~~the~~a ~~website maintained~~price byper ~~the~~share ~~SEC~~of ~~at www~~$0.~~sec.gov~~15, ornet ~~by directing such requests~~ to the ~~information~~seller ~~agent~~in ~~for~~cash, ~~the~~without ~~tender~~interest ~~offer,~~and ~~which~~subject ~~will~~to beany ~~named in~~applicable ~~the~~tax ~~tender~~withholding ~~offer~~(the ~~statement~~“Consideration”).

Item 2. 01. Completion of Acquisition or Disposal of Assets.

~~Item~~The 9disclosures under the Introductory Note are incorporated herein by reference.01 The ~~Financial~~Offer ~~Statements~~and withdrawal rights expired as scheduled at 11:59 p.m., New York City time, on November 10, 2017. Computershare Trust Company, N.A., the depositary, has advised that, as of that time, 5,633,150 shares of Company Common Stock had been validly tendered and ~~Exhibits~~not properly withdrawn in the Offer, representing approximately 51.3% of the shares of Company Common Stock outstanding on a fully diluted basis. All shares of Company Common Stock that were validly tendered into the Offer and not properly withdrawn have been accepted for payment by Purchaser.

On November 13, 2017, Parent consummated the Merger pursuant to the terms of the Merger Agreement and in accordance with Section 251(dh) ~~Exhibits~~ of the Delaware General Corporation Law (“DGCL”) and with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.

Exhibit No.	Description
10.1 10.2 10.3	Promissory Note, dated September 17, 2017, between Versar, Inc. and James W. Emery Promissory Note, dated September 17, 2017, between Versar, Inc. and Charles W. Scott Promissory Note, dated September 19, 2017, between Versar, Inc. and Wendell Newton
10.4	Letter Agreement between Versar, Inc. and Applied Research Associates, Inc., dated September 22, 2017

At the effective time of the Merger (the “Effective Time”), and pursuant to the terms and conditions of the Merger Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by the Company as treasury stock, which were cancelled without consideration, (ii) shares held by any wholly-owned subsidiary of the Company or held by Parent or Purchaser, which were cancelled without consideration, and (iii) shares held by stockholders who properly exercised their appraisal rights under Delaware law) was canceled and converted automatically into the right to receive the Consideration.

~~SIGNATURE~~The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission on September 27, 2017 and is incorporated by reference herein.

~~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.~~2

October 6, 2017	Versar, Inc.
	By:	/s/ James D. Villa
		James D. Villa
		Senior Vice President and General Counsel

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the Merger Agreement effective as of the Effective Time, the directors of Purchaser immediately prior to the Effective Time became the directors of the surviving corporation.

Effective as of the Effective Time, Dwane Stone was appointed as the Company’s Chief Executive Officer. Anthony Otten, who served as the Chief Executive Officer of Versar until his position was terminated at the Effective Time, has agreed to serve as a consultant to the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Amended and Restated Agreement and Plan of Merger, dated September 27, 2017, by and among Parent, Purchaser and Versar (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Versar with the Securities and Exchange Commission on September 27, 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: November 14, 2017	VERSAR, INC.


	By:	/s/ James D. Villa
		James D. Villa
		Senior Vice President and General Counsel

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