Current Report Filing (8-k)
15 Mai 2017 - 11:02PM
Edgar (US Regulatory)
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
May 15, 2017
Date of Report (Date of earliest event reported)
TSS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-33627
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20-2027651
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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110 E. Old Settlers Blvd.
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Round Rock, Texas
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78664
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(Address of principal executive offices)
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(Zip Code)
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(512) 310-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former
fiscal year, 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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.02.
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Results of Operations and Financial Condition.
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On Monday, May 15,
2017, TSS, Inc. (the “Company”) issued a press release reporting certain financial results of the Company for the three
months ended March 30, 2017. A copy of the press release is being furnished herewith as Exhibit 99.1.
The Company’s
press release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations
within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Disclosure
regarding definitions of these measures used by the Company and why the Company’s management believes the measures provide
useful information to investors is also included in the press release.
The Company will conduct
a conference call to discuss its financial results on Monday, May 15, 2017, at 4:30 p.m., Eastern Daylight Time.
The information in
this Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Current Report on Form 8-K. Such
information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
Statements contained
in this report contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. In this context, forward-looking statements may address matters such as our expected future business and financial
performance, and often contain words such as “guidance,” “prospects,” “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “should,” or “will.”
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties
that could adversely or positively affect the Company’s future results include: the Company’s independent registered
public accounting firm’s reports on the Company’s 2015 and 2016 financial statements contain an explanatory paragraph
that expresses substantial doubt about the Company’s ability to continue as a “going concern”; the Company may
not have sufficient resources to fund its business and may need to issue debt or equity to obtain additional funding; the Company’s
reliance on a significant portion of its revenues from a limited number of customers; risks relating to operating in a highly competitive
industry; risks relating to the failure to maintain effective internal control over financial reporting; risks relating to rapid
technological, structural, and competitive changes affecting the industries the Company serves; risks involved in properly managing
complex projects; risks relating to the possible cancellation of customer contracts on short notice; risks relating to the Company’s
ability to continue to implement its strategy, including having sufficient financial resources to carry out that strategy; risks
relating to the Company’s ability to meet all of the terms and conditions of its debt obligations; uncertainty related to
current economic conditions and the related impact on demand for the Company’s services; and other risks and uncertainties
disclosed in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K
for the fiscal year ended December 31, 2016. These uncertainties may cause the Company’s actual future results to be materially
different than those expressed in the Company’s forward-looking statements. The Company does not undertake to update its
forward-looking statements.
Item 9.01.
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Financial Statements and Exhibits.
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99.1
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Press Release, dated May 15, 2017.
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S I G N A T U R E S
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.
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TSS, INC.
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By:
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/s/ John K. Penver
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John K. Penver
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Chief Financial Officer
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Date: May 15, 2017
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