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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

VERSAR, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
925297103
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
925297103 
  

 

           
1   NAMES OF REPORTING PERSONS
Versar, Inc. 401(k) Plan
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   455,491
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    455,491
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  455,491
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  EP

 

Item 1.
  (a)   The Issuer is Versar, Inc.
 
  (b)   Issuer’s principal executive offices are located at 6850 Versar Center, Springfield, Virginia 22151.
Item 2.
  (a)   Versar, Inc. 401(k) Plan
 
  (b)   Principal business address is : 6850 Versar Center, Springfield, Virginia 22151
 
  (c)   Citizenship: United States
 
  (d)   Common Shares
 
  (e)   CUSIP Number: 925297103
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
             
 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f)   þ   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   o   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
  (a)   The aggregate number of shares beneficially owned by the 401(k) Plan is 455,491 shares.
 
  (b)   This represents 5.01 percent of the Issuer’s outstanding common stock.
 
  (c)   The 401(k) Plan has the shared power to vote and to direct disposition of all such shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
Item 6. Ownership of more that five percent on behalf of another person.
Not applicable
Item 7. Identification and classification of the Subsidiary
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable

 

 

 

Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  January 20, 2009
 		  
  /s/ Lawrence W. Sinnott    
  Name:   Lawrence W. Sinnott   
  Title:   Trustee