0000061004-13-000086.txt : 20130923 0000061004-13-000086.hdr.sgml : 20130923 20130923093040 ACCESSION NUMBER: 0000061004-13-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130919 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130923 DATE AS OF CHANGE: 20130923 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: 131109229 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_20130923.htm LGL 8-K 20130923

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 19, 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01. Entry into a Material Definitive Agreement.
On September 19, 2013, 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"), entered into a Third Amendment to Master Loan Agreement, dated as of September 19, 2013 (the "Amendment"), with JPMorgan Chase Bank, N.A. (the "Bank").  The Amendment amends the Master Loan Agreement, dated as of June 30, 2011 (the "Loan Agreement"), by and between MtronPTI and the Bank, to reduce the minimum level of tangible net worth required by the financial covenants under the Loan Agreement to $6,000,000, therein.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01.                          Financial Statements and Exhibits.
(d)            Exhibits
Exhibit No.
Description
10.1
Third Amendment to Master Loan Agreement, dated as of September 19, 2013, by and among M-tron Industries, Inc., Piezo Technology, Inc. and JPMorgan Chase Bank, N.A.




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.

September 23, 2013
THE LGL GROUP, INC.
By:
/s/ R. LaDuane Clifton
Name:
R. LaDuane Clifton
Title:
Chief Financial Officer






EXHIBIT INDEX
Exhibit No.
Description
10.1
Third Amendment to Master Loan Agreement, dated as of September 19, 2013, by and among M-tron Industries, Inc., Piezo Technology, Inc. and JPMorgan Chase Bank, N.A.



EX-10.1 2 lgl8k_20130923_ex10.1.htm LGL 8-K EXHIBIT 10.1

Exhibit 10.1
 
THIRD AMENDMENT TO
MASTER LOAN AGREEMENT

THIS THIRD AMENDMENT TO MASTER LOAN AGREEMENT (this "Amendment") is dated as of September 19, 2013, and is executed by and between M-TRON INDUSTRIES, INC., a Delaware corporation and PIEZO TECHNOLOGY, INC., a Florida corporation, jointly and severally (hereinafter referred to as the "Borrower") and JPMORGAN CHASE BANK, N.A. ("Bank").
R E C I T A L S:
WHEREAS, Bank extended to Borrower facilities to finance the acquisition of certain assets and fund certain operating expenses through advances made under credit facilities including (i) a revolving line of credit in the initial principal amount of $4,000,000.00; (ii) commercial line of credit in the amount of $2,000,000.00; and (iii) term loan in the amount of $536,192.17 (collectively, the "Loans"); and
WHEREAS, the Loans are subject to the terms and conditions of that certain Master Loan Agreement between Borrower and Bank dated June 30, 2011, as amended by a First Amendment thereto dated June 28, 2012, and as further amended by a Second Amendment thereto dated September 28, 2012 (collectively, the "Existing Loan Agreement"); and
WHEREAS, Borrower and Bank desire to hereby modify and amend the Existing Loan Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants and conditions herein, Borrower and Bank agree as follows:
1.            Recitals and Terms
.  The foregoing Recitals are true and correct, and are incorporated herein by this reference.  Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Existing Loan Agreement.
2.            Modifications
.
(a)
Section 3.13(c) of Article III of the Existing Loan Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
(c)            Minimum Tangible Net Worth.  Upon the end of every fiscal quarter of Borrower during the term of the Loan, the Borrower's Minimum Tangible Net Worth shall not be less than the sum of $6,000,000.00.  For the purposes of the foregoing, "Minimum Tangible Net Worth" shall mean total assets less the sum of Intangible Assets and total liabilities.
"Intangible Assets" shall mean the aggregate amount of: (1) all assets classified as intangible assets under generally accepted accounting principles, including, without limitation, goodwill, trademarks, patents, copyrights, organization expenses, franchises, licenses, trade names, brand names, mailing lists, catalogs, excess of costs over book value of assets acquired, and bond discount and underwriting expenses [and] (2) loans or advances to, investments in, or receivables from (i) Affiliates, officers, directors, employees or shareholders of the Borrower or (ii) any person or entity if such loan, advance, investment or receivable is outside the Borrower's normal course of business and (3) security deposits.
3.            Reaffirmation of Representations and Warranties
. Borrower hereby reaffirms to Bank each of Borrower's representations and warranties, covenants and agreements set forth in the Existing Loan Agreement with the same force and effect as if each were fully restated herein and made as of the date hereof, and Borrower hereby certifies to Bank that no default or event of default has occurred or is presently occurring under the Existing Loan Agreement or the other loan documents executed in connection therewith.
4.            No Claims or Offsets
.  Borrower hereby acknowledges and certifies to Bank that, as of the date of this Amendment, there are not counterclaims, defenses or offsets whatsoever against Bank with respect to the Existing Loan Agreement, or with respect to the documents, instruments and agreements related to the Existing Loan Agreement or executed in connection therewith.
5.            No Other Changes
.  Except as otherwise set forth in this amendment, the Existing Loan Agreement shall remain unchanged in full force and effect.


(SIGNATURES APPEAR ON NEXT PAGE)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized offices as of the day and year first above written.
                                                                                                         BORROWER:
M-TRON INDUSTRIES, INC., a Delaware corporation
By:
/s/ R. LaDuane Clifton
Name:
R. LaDuane Clifton
Title:
Chief Financial Officer and Secretary

PIEZO TECHNOLOGY
 
By:
/s/ R. LaDuane Clifton
Name:
R. LaDuane Clifton
Title:
Chief Financial Officer and Secretary

                                                                                                         BANK:

THE LGL GROUP, INC.
By:
/s/ Taylor Kennedy
Name:
Taylor Kennedy
Title:
Officer




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