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

(a) On September 9, 2009, Mr. Fernando V. Galaviz tendered his resignation, effective immediately, as a member of the Board of Directors (the "Board") of Versar, Inc. (the "Company"). Mr. Galaviz served as a member of the Compensation Committee and the Executive Committee of the Board at the time of his resignation. In connection with his resignation, Mr. Galaviz informed the Company that he believed that he could better serve the interest of the Company's stockholders by working independently as a stockholder to enhance the Company's growth and profitability. Other than differences of opinion with respect to the Company's strategic direction, which matters have been considered by the full Board, the Company is not aware of any disagreement between Mr. Galaviz and the Company.

The Company regrets Mr. Galaviz's decision to resign and recognizes Mr. Galaviz's past contributions to the Board and his support of the Company and will continue to work with Mr. Galaviz, and all other interested stockholders, in its efforts to build long-term stockholder value.

After giving effect to Mr. Galaviz's resignation, the Compensation Committee of the Board will continue to have three independent directors as members in accordance with regulatory requirements. A copy of Mr. Galaviz's letter of resignation is attached hereto as Exhibit 17.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

17.1 Letter dated September 9, 2009 from Mr. Fernando V. Galaviz to Mr. Paul J. Hoeper, Chairman of the Board of Directors of Versar, Inc. (redacted to remove Mr. Galaviz's address, telephone number, and e-mail address).

99.1 Press Release issued September 11, 2009.

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