false 0001320760 0001320760 2024-10-02 2024-10-02
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
 
October 2, 2024
Date of Report (Date of earliest event reported)
 
TSS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
000-33627
20-2027651
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
     
110 E. Old Settlers Road
    
Round Rock, Texas
  
78664
(Address of principal executive offices)
  
(Zip Code)
 
(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:
 
☐ 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)
 
☐ 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))
 
Securities registered pursuant to Section 12(b) of this Act: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of  the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
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.  ☐
 
 
 
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On October 2, 2024, Michael Fahy was appointed to the board of directors of TSS, Inc. (the “Company”) as a Class II director for a term expiring at the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Fahy will serve on the Audit Committee and the Compensation Committee of the Company’s board of directors.
 
Mr. Fahy, age 49, is currently the Chief Executive Officer and President of Neovia Logistics, having served in that capacity since October 2023, where he is responsible for the direction and strategic growth of approximately 100 sites across 18 countries over various business sectors, including automotive, industrial, aerospace, consumer retail and technology. Additionally, since 2018, Mr. Fahy has held multiple leadership roles at Simon Group Holdings (“SGH”), including as Chief Executive Officer of three of SGH’s start-up technology platform companies. From November 2020 to October 2023, Mr. Fahy served first as an Executive Vice President of Contract Logistics and then as a Regional Chief Evecutive Officer of DB Schenker Americas. From 1996 to 2017, Mr. Fahy worked at Syncreon where he held multiple positions culminating to President of the Technology Sector for the company. Mr. Fahy earned a Bachelor of Science in Manufacturing Engineering from the Technological University Dublin.
 
Item 8.01.
Other Events.
 
On October 8, 2024, the Company issued a press release announcing Mr. Fahy’s appointment to the Company’s board of directors. A copy of the press release is attached hereto as Exhibit 99.1.
 
Item 9.01.
Financial Statements and Exhibits.
 
 
99.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
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.
 
 
 
TSS, INC.
  
       
       
 
By:
/s/ Daniel M. Chism
 
   
Daniel M. Chism
  
   
Chief Financial Officer
  
 
 
Date: October 8, 2024
 
 

Exhibit 99.1

 

TSS, Inc. Announces Appointment of Industry Veteran Michael Fahy as an Independent Director to Its Board

 

ROUND ROCK, Texas / October 8, 2024 / TSS, Inc. (OTCQB: TSSI), a leading data center services company in the AI and high-performance computing infrastructure and services market, today announced the appointment of Mr. Michael Fahy as an independent member of the Company’s board of directors.

 

Michael Fahy is a senior supply chain executive leader with global operational and management experience. He has a proven track record of leading digital transformation and advancing new technology solutions, both organically and through acquisition, that deliver significant revenue growth, bottom line savings and improved cash flow. He currently serves as CEO and President of Neovia Logistics, a global contract logistics company, where he leads the organization with a focus on profitable growth, operational excellence and customer satisfaction. Prior to Neovia Logistics, he served as CEO of the Americas region at DB Schenker, an integrated transport and logistics services provider with a global network.

 

Darryll Dewan, CEO of TSS Inc., commented, “Mike has a proven track record of business development, sales and operational execution for global organizations. He has led teams that have created tremendous value for their shareholders. His perspective will be invaluable as we continue to execute our growth strategy and further scale our business. We look forward to the insights he will bring to TSS.”

 

Mike Fahy stated, “TSS is at the forefront of accelerating demand for AI and high-performance computing infrastructure. Having supported some of the largest and most advanced tech companies as my customers, I see that TSS’s capabilities can be tremendously beneficial. I am excited to join the board of directors and am confident we can grow TSS successfully.”

 

About TSS, Inc.

 

TSS specializes in simplifying the complex. The TSS mission is to streamline the integration and deployment of high-performance computing infrastructure and software, ensuring that end users quickly receive and efficiently utilize the necessary technology. Known for flexibility, the company builds, integrates, and deploys custom, high-volume solutions that empower data centers and catalyze the digital transformation of generative AI and other leading-edge technologies essential for modern computing, data, and business needs. TSS's reputation is built on passion and experience, quality, and fast time to value. As trusted partners of the world's leading data center technology providers, the company manages and deploys billions of dollars in technology each year. For more information, visit www.tssiusa.com.

 

Contacts:

 

Hayden IR

TSS, Inc.

James Carbonara (646-755-7412)

Danny Chism

Brett Maas (646-536-7331)

Chief Financial Officer

tssi@haydenir.com

(512) 310-4908

 

 dchism@tssiusa.com

 

SOURCE: TSS, Inc.

 
v3.24.3
Document And Entity Information
Oct. 02, 2024
Document Information [Line Items]  
Entity, Registrant Name TSS, INC.
Document, Type 8-K
Document, Period End Date Oct. 02, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-33627
Entity, Tax Identification Number 20-2027651
Entity, Address, Address Line One 110 E. Old Settlers Road
Entity, Address, City or Town Round Rock
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 78664
City Area Code 512
Local Phone Number 310-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001320760
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