-----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, WI1y1Up5xVbVOa3FYlpKM9rMdhkr0T0/PranyGndY20Ew/2q6KnKgvJgryDzub7C lEz2+fr0x5Ni4CwjDdsxUw== 0000061004-10-000043.txt : 20101013 0000061004-10-000043.hdr.sgml : 20101013 20101013163019 ACCESSION NUMBER: 0000061004-10-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101006 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101013 DATE AS OF CHANGE: 20101013 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: 101121975 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_20101013.htm LGL 8-K DIRECTOR CHANGES 20101013 lgl8k_20101013.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): October 6, 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On October 6, 2010, the Board of Directors (the “Board”) of The LGL Group, Inc. (the “Company”) elected Paul D. Kaminski and Robert S. Zuccaro to serve as members of the Company’s Board of Directors (the “Board”) effective immediately.  Three long-standing incumbent members of the Board, Anthony Pustorino, Jeremiah Healy and Javier Romero, have informed the Board that they will not stand for re-election at the Company’s upcoming 2010 annual meeting of stockholders (“2010 Annual Meeting”).  The Company thanks the departing directors for their individual contributions to the Company’s success.

Mr. Kaminski is a certified public accountant and currently serves as a Managing Director and the Chief Financial Officer of Bruckmann, Rosser, Sherrill & Co. Management L.P., a private equity fund based in New York.  It is expected that, if he is elected a Director at the 2010 Annual Meeting, Mr. Kaminski will succeed Anthony Pustorino as Chairman of the Audit Committee.

Mr. Zuccaro is currently the Managing Director and the Chief Financial Officer of Commonwealth Management Partners LLLP (“Commonwealth”), a privately held investment management company.  Previously, Mr. Zuccaro was Executive Vice President and Chief Accounting Officer with National Financial Partners Corp. (NYSE: NFP) and Chief Financial Officer of Gabelli Asset Management Inc. (NYSE: GBL).  Mr. Zuccaro is also a director of Teton Advisors, Inc. and ICTC Group, Inc.  Mr. Zuccaro is a certified public accountant.

Mr. Zuccaro was elected to the Board pursuant to an understanding with Commonwealth that Mr. Zuccaro would provide advisory services to the Company in addition to his service as a member of the Board.  It is expected that Mr. Zuccaro will provide these advisory services pursuant to an advisory agreement between the Company and Commonwealth, which agreement is currently under negotiation and is subject to the approval of the Audit Committee.  Mr. Zuccaro is the Managing Director and Chief Financial Officer of Commonwealth and is an officer of each of Commonwealth’s subsidiaries.  Marc Gabelli, the Chairman of the Board and beneficial owner of approximately 16.1% of the Company’s outstanding common stock, is the sole member and partner of Commonwealth.  Mr. Zuccaro also is an officer of a number of other private companies controlled by Mr. Gabelli.

Item 8.01.
Other Events.
 
On October 7, 2010, the Company issued a press release announcing that the 2010 Annual Meeting will be held on Wednesday, December 15, 2010, at 9:00 a.m., local time, at The Union League Club at 38 East 37th Street, New York, NY 10016, and that the record date for stockholders to receive notice of, and to vote at, the 2010 Annual Meeting will be October 18, 2010.  The press release also announced that Messrs. Kaminski and Zuccaro had been elected to the Board and that Messrs. Pustorino, Healy and Romero would not stand for re-election at the 2010 Annual Meeting.  A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01.              Financial Statements and Exhibits.
 
(d)  
Exhibits
 
Exhibit No.                                           Description
 
99.1                                           Press release dated October 7, 2010.
 





 
 
 

 

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.
 

 
October 13, 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 7, 2010.
 



EX-99.1 2 ex99-1_pressrelease.htm EX 99-1 LGL PRESS RELEASE DIRECTOR CHANGES 20101007 ex99-1_pressrelease.htm
EXHIBIT 99.1
 
Contacts:                      LaDuane Clifton, The LGL Group, Inc.:                                                                (407) 298-2000
       Email: lclifton@lglgroup.com

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


The LGL Group Inc. Announces Changes to its Board of Directors and Fixes Annual Meeting Date at December 15, 2010

Orlando, FL, October 7, 2010 -- The LGL Group, Inc. (NYSE Amex: LGL) (the “Company”) announced today that it has named two new members to its Board of Directors.  In addition, it has been decided that three long-standing incumbent  Directors will not stand for re-election at the Company’s upcoming 2010 Annual Meeting of Stockholders.

Effective October 6, 2010, Paul Kaminski and Robert Zuccaro joined the Board of Directors.  Mr. Kaminski is a Managing Director and Chief Financial Officer of Bruckmann, Rosser, Sherrill & Co. Management L.P., a private equity fund based in New York.  Mr. Zuccaro was most recently with Gabelli Asset Management and National Financial Partners Corp.  Both Mr. Kaminski and Mr. Zuccaro are Certified Public Accountants.  “We are pleased that these two gentlemen have agreed to join our Board,” said Marc Gabelli, Chairman of the Board of Directors.  “Mr. Kaminski and Mr. Zuccaro bring a broad array of experience that will bring invaluable insight and a new dynamic as the Board seeks to capitalize on the Company’s return to profitability and complement efforts to contin ue building shareholder value.”

The three members of the Board of Directors who will not stand for re-election at the 2010 Annual Meeting are Anthony Pustorino, Jeremiah Healy and Javier Romero.  “Each of these Directors has served the Company with distinction, and their individual contributions to the Company’s success have been invaluable” said Mr. Gabelli.


2010 Annual Meeting Date Fixed at December 15, 2010

The Company also announced that its 2010 Annual Meeting of Stockholders will be held on Wednesday, December 15, 2010 at 9:00 a.m., local time, at The Union League Club, 38 East 37th Street, New York, NY 10016.  The record date for stockholders to receive notice of, and to vote at, the 2010 Annual Meeting of Stockholders will be October 18, 2010.



 
 

 

/2

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 electronic systems for military applications, avionics, earth-orbiting satellites, medical devices, instrumentation, industrial devices and global positioning systems.  They are also used in infrastructure equipment for the telecommunications and network equipment industries.  The Company has operations in Orlando, Florida, Yankton, South Dakota and Noida, India, and sales offices in Hong Kong and Shanghai, China.
 
For more information on the Company and its products and services, contact 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.
 

Caution Concerning Forward Looking Statements
 
This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances.  Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors.  More detailed information about those factors is contained in the Company’s filings with the Securities and Exchange Commission.



-----END PRIVACY-ENHANCED MESSAGE-----