0000061004-13-000046.txt : 20130729 0000061004-13-000046.hdr.sgml : 20130729 20130729161112 ACCESSION NUMBER: 0000061004-13-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130729 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130729 DATE AS OF CHANGE: 20130729 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: 13992635 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_20130729.htm LGL 8-K Q2 2013 EARNINGS CALL ANNOUNCEMENT

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): July 29, 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 8.01. Other Events.
On July 29, 2013, The LGL Group, Inc. (the "Company") issued a press release announcing an earnings call to be held Tuesday, August 13, 2013, at 10:00 a.m. ET. The Company also noted that holders of record as of 4:30 p.m. ET today, July 29, 2013, will receive warrants as a dividend to all stockholders upon their issuance on or around August 6, 2013.
A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.                          Financial Statements and Exhibits.
(d)            Exhibits
Exhibit No.
Description
99.1
Press release dated July 29, 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.

July 29, 2013
THE LGL GROUP, INC.
By:
/s/ James L. Williams
Name:
James L. Williams
Title:
Corporate Controller



EX-99.1 2 lgl8k_20130729_exh991.htm LGL 8-K EARNINGS CALL ANNOUNCEMENT PRESS RELEASE

Exhibit 99.1
 
The LGL Group, Inc. to Host an Investor Conference Call on Tuesday,
August 13, 2013, at 10:00 a.m. ET to Discuss Q2 2013 Earnings Results

Warrant Dividend Record Date is Today, July 29, 2013 at 4:30 p.m. ET

ORLANDO, FL, July 29, 2013 – The LGL Group, Inc. (NYSE MKT: LGL) (the "Company"), today announced that management will hold an investor conference call on Tuesday, August 13, 2013, at 10:00 a.m. ET.  The purpose of the call is to discuss the Company's second quarter 2013 earnings results and current business activities, and to provide an update on the Company's strategic review process.  The Company also noted that holders of record as of 4:30 p.m. ET today, July 29, 2013, will receive warrants as a dividend to all stockholders upon their issuance on or around August 6, 2013, as was previously announced.
Presentation materials will be available on the LGL website on Monday, August 12, 2013, by 6:00 p.m. ET: www.lglgroup.com.  A detailed announcement covering the Company's Q2 2013 earnings will be issued after market close on Monday, August 12, 2013.
Participants are invited to "attend" the online meeting using Conferencing Center LIVE; or access the conference call at (800) 862-9098 for domestic callers and (785) 424-1051 for international callers.  The participant code is LGLIR813.
To attend the event, participants are asked to click on the following link: Join the meeting.  Participants may also copy and paste the following information into their web browser: https://www.livemeeting.com/cc/conferencingevent/join.

The meeting ID is: LGLIR813; the entry code is: ATTEND.

Warrant Dividend Record Date is July 29, 2013, 4:30 p.m. ET

In the context of the Special Committee's ongoing strategic review process, the Company announced the final terms of a warrant dividend on July 17, 2013, as follows:  (i) each holder of the Company's common stock as of 4:30 p.m. ET on the record date, July 29, 2013, will receive five warrants for each share of common stock owned, (ii) the warrants will be "European style warrants" and will only be exercisable on the earlier of (x) their expiration date, which will be the fifth anniversary of their issuance, and (y) such date that the 30-day volume weighted average price per share, or VWAP, of the Company's common stock is greater than or equal to $15.00, and (iii) 25 warrants will entitle their holder to purchase one share of the Company's common stock at an exercise price of $7.50.  The Company intends for the warrants to be listed and traded on the NYSE MKT separately from the Company's common stock, subject to NYSE MKT approval.  The warrants are expected to be issued on or around August 6, 2013, and in aggregate, will be exercisable for approximately 522,000 shares of the Company's common stock.

Frequently asked questions related to the warrant dividend are available on the Company's website, www.lglgroup.com/content/warrant-faq.

The Company intends to issue the warrants and offer the common stock issuable upon exercise of the warrants pursuant to its shelf registration statement on Form S-3 (Registration No. 333-169540), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on November 4, 2010.  The shelf registration statement permits the Company to offer and sell from time to time, in one or more public offerings, any combination of its common stock, warrants or units.  The specific terms of any such offering will be established by the Company at the time of each offering, subject to market conditions, and will be described in detail in a prospectus supplement that will be filed with the SEC at the time of the distribution.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the securities laws of that state or jurisdiction.  Any offer of securities covered by the shelf registration statement will be made solely by means of a prospectus included in the registration statement and a prospectus supplement with respect to such offering.

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, Yantai, China 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 LGL Group's filings with the U.S. Securities and Exchange Commission.

###

Contact

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