-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RCcPrJ69LllGltpxzShT4TbMoBzLCGL33tV2qGYSk6Hu4swz/CODXlcM42ETyMCp kLz879zqpVFvvKA9BeZykw== 0000061004-10-000041.txt : 20101004 0000061004-10-000041.hdr.sgml : 20101004 20101004091254 ACCESSION NUMBER: 0000061004-10-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100930 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101004 DATE AS OF CHANGE: 20101004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LGL GROUP INC CENTRAL INDEX KEY: 0000061004 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 381799862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00106 FILM NUMBER: 101104099 BUSINESS ADDRESS: STREET 1: 2525 SHADER ROAD CITY: ORLANDO STATE: FL ZIP: 32804 BUSINESS PHONE: (407) 298-2000 MAIL ADDRESS: STREET 1: 2525 SHADER ROAD CITY: ORLANDO STATE: FL ZIP: 32804 FORMER COMPANY: FORMER CONFORMED NAME: LYNCH CORP DATE OF NAME CHANGE: 19920703 8-K 1 lgl8k_20101001.htm LGL 8-K 20101001 RBC PAYOFF lgl8k_20101001.htm
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

Date of report (Date of earliest event reported): September 30, 2010

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
     
Delaware
1-106
38-1799862
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
2525 Shader Road, Orlando, FL
32804
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

 
(Former Name or Former Address, 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 (see General Instruction A.2. below):

¨
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))
 

 
 

 

Item 1.02.
Termination of a Material Definitive Agreement.
 
On September 30, 2010, M-tron Industries, Inc. (“Mtron”) and Piezo Technology Inc. (“Piezo”, and together with Mtron, “MtronPTI”), each a wholly-owned subsidiary of The LGL Group, Inc. (the “Company”), repaid the remaining principal and interest due under that certain loan agreement by and among MtronPTI and RBC Centura Bank, dated as of September 30, 2005, as amended (“RBC Loan Agreement”), approximately $2,281,000, and terminated the RBC Loan Agreement.
 
The RBC Loan Agreement provided for a term loan in the original principal amount of $3,040,000, which bore interest at LIBOR Base Rate plus 2.75%.  All outstanding obligations under the RBC Loan Agreement were collateralized by a security interest in certain real estate assets of MtronPTI and were guaranteed by the Company.
 
Item 8.01.
Other Events.
 
On October 4, 2010, the Company issued a press release announcing the repayment of the term loan with RBC Centura Bank and the termination of the RBC Loan Agreement effective September 30, 2010.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.                      Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibit No.
Description
99.1
Press Release dated October 4, 2010.

 

 
 

 

SIGNATURE
 
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.
 

 
October 4, 2010
THE LGL GROUP, INC.
   
   
 
By:
/s/ R. LaDuane Clifton
   
Name:
R. LaDuane Clifton
   
Title:
Chief Accounting Officer




 
 

 

EXHIBIT INDEX
Exhibit No.
Description
99.1
Press Release dated October 4, 2010.

 


EX-99.1 2 ex99-1_pressrelease.htm LGL PRESS RELEASE RBC PAYOFF 20101001 ex99-1_pressrelease.htm
EXHIBIT 99.1

Contacts:                          R. LaDuane Clifton, The LGL Group, Inc.:     (407) 298-2000
   Email: lclifton@lglgroup.com

                                           Vic Emmanuel, VJE Consultants:          (914) 305-5198


The LGL Group, Inc. Retires $2.3MM Bank Note with RBC Bank

CEO Cites Move as “Another Step Towards Improving the Company’s Balance Sheet and Creating Shareholder Value”


Orlando, FL, October 4, 2010 -- The LGL Group, Inc. (NYSE Amex: LGL) (the “Company”) announced that it has repaid the remaining principal and interest due under its loan agreement with RBC Centura Bank, approximately $2,281,000, and terminated its loan agreement effective September 30, 2010.

Greg Anderson, the Company’s President and Chief Executive Officer, said “The repayment of this portion of our outstanding debt is another step towards improving the Company’s balance sheet and creating shareholder value.”  Mr. Anderson continued, “With this action, as well as our recent filing of a shelf registration statement, we are continuing to work towards improving the Company’s overall capital structure and creating the flexibility needed to respond to opportunities or uncertainties as needed.”

Beginning in the fourth quarter of 2009, the Company began to return to profitability, most recently reporting basic and diluted earnings per share of $0.97 for second quarter 2010 and its fourth consecutive quarter with a record ending backlog.  An improved bottom line has been the result in part of the Company’s continuing efforts to drive operating efficiencies and to closely manage structural costs, as well as improved market dynamics.

The Company expects to report its third quarter 2010 earnings on or about November 15, 2010, which is the deadline to file the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.


 
 

 

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About The LGL Group, Inc.

The LGL Group, Inc., through its wholly-owned subsidiary MtronPTI, manufactures and markets highly-engineered electronic components used to control the frequency or timing of signals in electronic circuits.  These devices are used extensively in infrastructure equipment for the telecommunications and network equipment industries.  They are also used in electronic systems for military applications, avionics, earth-orbiting satellites, medical devices, instrumentation, industrial devices and global positioning systems.  The Company has operations in Orlando, Florida, Yankton, South Dakota and Noida, India.  MtronPTI also has sales offices in Hong Kong and Shanghai, China.
 
For more information on the Company and its products and services, contact R. LaDuane Clifton at The LGL Group, Inc., 2525 Shader Rd., Orlando, Florida 32804, (407) 298-2000, or visit the Company’s Web site: www.lglgroup.com.





 
 


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