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): June 20, 2002
VERSAR, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9309 54-0852979
(State or Other (Commission File Number) (IRS Employer
Jurisdiction) Identification No.)
6850 Versar Center, Springfield, Virginia 22151
(Address of Principal Executive Offices)
(703) 750-3000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 18, 2002, Versar, Inc. issued the press release
attached hereto and made a part hereof.
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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: June 20, 2002 By /S/ Lawrence W. Sinnott
--------------------------
Lawrence W. Sinnott
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
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ATTACHMENT
FOR IMMEDIATE RELEASE: Tuesday - June 18, 2002
VERSAR RAISES $1 MILLION IN A PRIVATE
PLACEMENT TRANSACTION
Springfield, Virginia, June 18, 2002 - Versar, Inc. (AMEX:VSR)
today announced it had sold 359,183 shares of its Common Stock at
$2.78 per share to an institutional investor in a private placement.
The Company also issued warrants to purchase 359,183 shares of Common
Stock, one-half with an exercise price of $3.48 and the other half
with an exercise price of $4.18.
The securities sold in the private placement were not registered
under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
the registration requirements. The Company has agreed, however, to
provide a shelf registration statement registering resale of the
shares sold and the shares underlying the warrants with the
Securities and Exchange Commission no later than September 15, 2002.
The proceeds from the sale of the shares and warrants will be
used to expand Versar's products and services in its National
Security and Homeland Defense initiative.
Dr. Theodore Prociv, President and CEO of Versar, said, "We
needed additional capital to increase our product lines and
capabilities in the Homeland Defense business area. In this time
of increased Homeland Defense Awareness, we see opportunities for
Versar to help America through the recent Bio-terrorism law signed
by President Bush. This is a strong vote of confidence in Versar
and we will put the funds to good use immediately."
Versar, Inc., headquartered in Springfield, VA, is a publicly
held professional services firm supporting government and industry
in homeland defense and counter-terrorism, environmental health and
safety and infrastructure revitalization. Versar operates a number
of Web sites, including the corporate Web sites,
http://www.homelanddefense.com/, and http://www.geomet.com/; a B2B
portal for homeland defense and counter-terrorism products and
services, http://www.nbcprotect.com/; a permit support site for
auxiliary power generators, http://www.permitmygenerator.com/; and
a Web site for B2B support for architectural and engineering projects
using a virtual workspace, at http://www.versarglobalsolutions.com/.
This press release contains forward-looking information. The
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be significantly impacted by certain
risks and uncertainties described herein and in Versar's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended June 30, 2001.
Contact: James C. Dobbs (703) 642-6712 E-mail: dobbsjam@versar.com
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