0000061004-13-000002.txt : 20130107 0000061004-13-000002.hdr.sgml : 20130107 20130107101030 ACCESSION NUMBER: 0000061004-13-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130107 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: 20130107 DATE AS OF CHANGE: 20130107 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: 13514023 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 lgl_8k20130107cfoannounce.htm LGL FORM 8-K CFO ANNOUNCEMENT 1/7/2013

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): January 7, 2013

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 January 7, 2013, The LGL Group, Inc. (the "Company") announced that its Board of Directors appointed R. LaDuane Clifton to serve as the Company's Chief Financial Officer effective December 17, 2012.  Mr. Clifton continues to serve as the Company's principal financial officer.  Previously, Mr. Clifton, age 40, served as the Company's Chief Accounting Officer since March 2010, and as the Company's Corporate Controller from August 2009 to March 2010.  Mr. Clifton also was a Member of the Audit Committee of Community First Credit Union of Florida from September 2008 to July 2010, the Chief Financial Officer of a21, Inc., a publicly-held holding company with businesses in stock photography and an online retailer and manufacturer of framed art, from August 2008 to August 2009, Corporate Controller of a21, Inc. from March 2007 to August 2008, and an Auditor with KPMG LLP, an international accounting firm, from August 2004 to March 2007.  Commensurate with his new position, Mr. Clifton's base salary was increased to $165,000.  He remains employed by the Company on an "at will" basis and is eligible to receive annual bonuses at the discretion of the Compensation Committee of the Company's Board of Directors.
On January 7, 2013, the Company also announced that its Board of Directors appointed James L. Williams to serve as the Company's Corporate Controller and its principal accounting officer effective January 2, 2013.  Previously, Mr. Williams, age 59, was Director of Accounting for ABM Industries, Inc., a publicly-held facility management services provider, from October 2009 to October 2011, Chief Financial Officer of Southeastern U.S. Insurance, a provider of workers' compensation insurance, from August 2006 to February 2009, Corporate Accounting Controller at Georgia-Pacific Corporation, one of the world's leading manufacturers of forest-based products, from August 2004 to August 2006, and Segment Audit Director at Georgia-Pacific Corporation from January 2001 to August 2004.  Mr. Williams is employed by the Company on an "at will" basis, receives an annual base salary of $110,000, and is eligible to receive annual bonuses at the discretion of the Compensation Committee of the Company's Board of Directors.
Item 8.01.                          Other Events.
On January 7, 2013, the Company issued a press release announcing the abovementioned appointments of Mr. Clifton and Mr. Williams.  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 January 7, 2013.


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.

January 7, 2013
THE LGL GROUP, INC.
By:
/s/ R. LaDuane Clifton
Name:
R. LaDuane Clifton
Title:
Chief Financial Officer



EXHIBIT INDEX
Exhibit No.
Description
99.1
Press Release dated January 7, 2013.


EX-99.1 2 ex99_1pressrelease.htm LGL PRESS RELEASE 1/7/2013

Exhibit 99.1

LGL Promotes LaDuane Clifton to Chief Financial Officer

Appoints James Williams as Principal Accounting Officer


ORLANDO, FL, January 7, 2013 – The LGL Group, Inc. (NYSE MKT: LGL) today announced that R. LaDuane Clifton has been promoted to Chief Financial Officer effective December 17, 2012.  Mr. Clifton, previously served as the Company's Chief Accounting Officer since March 2010, and as LGL's Corporate Controller from August 2009 to March 2010.

The Company's President and Chief Executive Officer, Greg Anderson, said "I am delighted to announce that LaDuane Clifton has been promoted to CFO.  During his tenure, he has been an instrumental part of realigning our operations, significantly improving our balance sheet, bringing improved investor transparency and strengthening our finance function."  LGL's Chairman of the Board, Marc Gabelli, said "LaDuane's contributions have directly led to improvements in the Company's operating leverage, and combined with his personal effectiveness and energy, support the focus of the Board of Directors and Management on growing shareholder value by expanding the potential for organic growth and by positioning for strategic investments that extend the franchise and capitalize on the LGL platform."

The Company also announced the appointment of James L. Williams to serve as LGL's Corporate Controller and Principal Accounting Officer effective January 2, 2013.  Mr. Williams, is both a CPA and CIA, and brings senior-level finance experience gained from both large and small companies, including ABM Industries, one of the largest publicly-held facility management services in the U.S., Southeastern U.S. Insurance, and Georgia-Pacific Corporation, a world-leading producer of forest-based products.  Mr. Gabelli said, "Today's regulatory environment has increased the complexity of operations accounting, financial reporting and tax compliance for public companies.  Jim brings a wealth of experience that supports these requirements while also expanding the Company's data analysis capabilities in support of the Company's strategic growth efforts."

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 www.lglgroup.com.
 
###

Contact

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