-----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, GmhLt9XE4NMqfFGQmxqcwb1syx0xhY05QMEEEZs51CnjSMPumQMnC0wZVIv9X82P Netd8UlxdVwjDFVzRKDhfg== 0000921895-06-001943.txt : 20060907 0000921895-06-001943.hdr.sgml : 20060907 20060907170750 ACCESSION NUMBER: 0000921895-06-001943 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060831 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060907 DATE AS OF CHANGE: 20060907 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: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00106 FILM NUMBER: 061079822 BUSINESS ADDRESS: STREET 1: 140 GREENWICH AVENUE, 4TH FL. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036221150 MAIL ADDRESS: STREET 1: 140 GREENWICH AVENUE, 4TH FL. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: LYNCH CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k03725_08312006.htm sec document
                                  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): August 31, 2006
                                                          ---------------


                               THE LGL GROUP, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as specified in Charter)

        Indiana                      1-106                        38-1799862
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                  (IRS Employer
     of incorporation)             File Number)              Identification No.)

  140 Greenwich Avenue, 4th Floor, Greenwich, CT                      06830
- --------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                       (Zip Code)

       Registrant's telephone number, including area code: (203) 622-1150
                                                           --------------


- --------------------------------------------------------------------------------
         (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 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


         On August 31, 2006, The LGL Group, Inc. (the "Company") entered into an
Employment  Agreement  with  Jeremiah M. Healy to serve as the  Company's  Chief
Financial  Officer (the  "Employment  Agreement").  The Employment  Agreement is
effective as of September 5, 2006, and is terminable by either party.  Under the
Employment Agreement, Mr. Healy is to receive a salary of $185,000 per annum and
is eligible to receive a  discretionary  annual  bonus of $50,000.  In addition,
upon commencement of his employment,  Mr. Healy will receive a one-time grant of
10,000  shares  of  restricted  stock  pursuant  to the  Company's  2001  Equity
Incentive Plan, which shares shall vest as follows: 5,000 shares on September 5,
2007 and 1,250 shares on each of December 5, 2007,  March 5, 2008,  June 5, 2008
and September 5, 2008.

         A copy of the Employment Agreement is attached hereto as EXHIBIT 99.1.

ITEM 5.02      DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;   ELECTION  OF
               DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

         On August 31,  2006,  the  Company  increased  the size of its Board of
Directors  from five to seven  directors and elected  Patrick  Guarino and Peter
DaPuzzo.  The Board of  Directors  has not yet  determined  to which  committees
Messrs. Guarino and DaPuzzo will be elected.

         On September 5, 2006, the Company appointed  Jeremiah M. Healy as Chief
Financial  Officer of the Company.  Mr. Healy,  age 64, has served as a director
and as the Chairman of the Audit  Committee of  Infocrossing,  Inc.  since 2004.
Infocrossing,  Inc. is a provider  of  selective  IT  outsourcing  and  business
processing  solutions.  Mr.  Healy also served as the Vice  President  and Chief
Financial officer of Ge-Ray Holdings Co from 1989 to 2005. Ge-Ray Holdings Co is
an integrated  merchandising and manufacturing company. For a description of Mr.
Healy's Employment Agreement, see Item 1.01 above.

         On September 5, 2006, the Company appointed Robert R. Zylstra as Senior
Vice President of Operations of the Company.  Mr. Zylstra,  age 58, has been the
President and Chief  Executive  Officer of Mtron  Industries,  Inc.  since 2000.
Mtron is a wholly owned  subsidiary  of the Company.  Upon  commencement  of his
responsibilities,  Mr. Zylstra will receive a one-time grant of 10,000 shares of
restricted  stock pursuant to the Company's 2001 Equity  Incentive  Plan,  which
shares shall vest as follows: 5,000 shares on September 5, 2007 and 1,250 shares
on each of December 5, 2007, March 5, 2008, June 5, 2008 and September 5, 2008.

         As at September 7, 2006,  the executive  officers of the Company are as
follows:

         -----------------------------------------------------------------------
         John C. Ferrara              President and Chief Executive Officer
         -----------------------------------------------------------------------
         Jeremiah M. Healy            Chief Financial Officer
         -----------------------------------------------------------------------
         Robert R. Zylstra            Senior Vice President of Operations
         -----------------------------------------------------------------------





ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.


       (d) Exhibits.

           10.1     Employment  Agreement,  dated  September  5,  2006,  by  and
                    between The LGL Group, Inc. and Jeremiah M. Healy.


                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.

                                 THE LGL GROUP, INC.


                                 By:  /s/ John C. Ferrara
                                    --------------------------------------------
                                    Name: John C. Ferrara
                                    Title: President and Chief Executive Officer
September 7, 2006


EX-10.1 2 ex101to8k03725_08312006.htm sec document

                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT, effective this 5th day of September, 2006, by and
between  The LGL  Group,  Inc.,  an Indiana  corporation  (the  "Company"),  and
Jeremiah Healy (the "Employee").

                                   WITNESSETH:

         WHEREAS,  the  parties  hereto  desire to enter  into  this  Employment
Agreement to define and set forth the terms and  conditions of the employment of
the Employee by the Company;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth  below,  it is hereby  covenanted  and agreed by the  Company  and the
Employee as follows:

1. POSITION; EMPLOYMENT PERIOD.

         The Company hereby employs the Employee as its Chief Financial Officer,
and the  Employee  hereby  agrees  to serve  in such  capacity,  for the  period
beginning  September  5th,  2006  and  ending  on the date  that the  Employee's
employment is terminated in accordance  with Paragraph 9 below (the  "Employment
Period").

2. PERFORMANCE OF DUTIES.

         The Employee  agrees that during the Employment  Period he shall devote
his full business time to the business  affairs of the Company and shall perform
his duties  faithfully and efficiently  subject to the direction of the Board of
Directors  and Chief  Executive  Officer  of the  Company.  Notwithstanding  the
foregoing,  it is  understood  that the  Employee  is a member  of the  Board of
Directors of Infocrossing  Inc. and is permitted to attend board meetings and to
participate in teleconferences as necessary.

3. COMPENSATION.

         Subject  to the  following  provisions  of this  Employment  Agreement,
during the Employment Period, the Employee shall be compensated for his services
as follows:

         (a)   He shall  receive  an annual  salary,  payable in monthly or more
frequent installments, in an amount which shall initially be $185,000 per annum,
subject to such  increases as may from time to time be  determined  by the Chief
Executive Officer and Compensation Committee of the Company;

         (b)   He shall receive a one-time  grant of 10,000 shares of restricted
stock after execution of this Employment Agreement. Such shares shall be subject
to the  following  vesting  schedule:  5,000  shares on September 5, 2007 and an
additional 1,250 shares on each of December 5, 2007, March 5, 2008, June 5, 2008
and September 5, 2008.

         (c)   He shall be paid a  discretionary  $50,000  annual  bonus on each
anniversary of the Employee's  employment with the Company (paid in cash or cash
equivalent) with reference to the following:



               1.   Efficient,  accurate and timely regulatory and audit filings
               for the Company, consistent with all requirements;

               2.   Reducing costs Company wide  (including  corporate costs and
               cost of production at divisions);

               3.   Improving  financial  process and controls at the  Company's
               operating divisions; and

               4.   Analyzing  business  economics  to  improve  the  analytical
               foundation for decision making in the areas of capital allocation
               and  performance  based  measurements  (includes  areas  such  as
               margins  (EBITDA or other) and  activity  based  costing  (to the
               extent possible with given systems).

         The  Employee  shall be  entitled to such other  perquisites  as may be
customarily  granted by the Company to employees  of similar rank and  position.
The Employee is entitled to at least four weeks paid vacation per annum.

4. DISABILITY.

         Subject to the provisions of Paragraph 9, if the Employee's  employment
is  terminated  during the  Employment  Period by reason of his  Disability  (as
defined  below),  the Employee  shall  continue to receive an annual  salary and
benefits in  accordance  with  Paragraph  3(a) for the 180-day  period after the
occurrence of such Disability.  For purposes of this Employment  Agreement,  the
term  "Disability"  means a physical  or mental  disability  which  renders  the
Employee incapable of performing his duties under this Employment  Agreement and
which  disability  has  existed  for at least one  month,  as  determined  by an
independent physician selected by the Company and agreed to by the Employee. Any
salary  payments to the Employee  shall be reduced by the amount of any benefits
paid for the same  period  of time  under  the  Company's  disability  insurance
programs.

5. COMPETING BUSINESSES.

         During the period of his employment  under this  Employment  Agreement,
the Employee shall not be employed by or otherwise engage in or be interested in
any business in competition with the Company, or with any of its subsidiaries or
affiliates, except that the Employee's investment in any such business shall not
be considered a violation of this  Paragraph if the Employee owns less than five
percent of the equity thereof.

6. CONFIDENTIALITY.

         During and after the Employment  Period,  the Employee will not divulge
or appropriate to his own use or to the use of others,  in competition  with the
Company,  any secret or confidential  information or knowledge pertaining to the
business of the Company,  or of any of its subsidiaries,  obtained by him in any
way while he was employed by the Company or by any of its subsidiaries.



7. RESTRICTIVE COVENANT.

         In the event  that the  Employee's  employment  is  terminated  for any
reason, during the 12-month period following such termination, the Employee will
not directly or indirectly (as a director, officer, executive employee, manager,
consultant,  independent contractor, advisor or otherwise) engage in competition
with,  or own any interest in,  perform any services for,  participate  in or be
connected with any business or organization that engages in competition with the
Company,  provided,  however, that the provisions of this Section 7 shall not be
deemed to prohibit  the  Employee's  ownership  of not more than 5% of the total
shares of all classes of stock outstanding of any publicly held company.

8. REMEDIES.

         If at any time the  Employee  materially  violates  any of the terms or
covenants  set forth in  Paragraphs 5 and 6, the Company shall have the right to
terminate all of its obligations to make further  payments under this Employment
Agreement.  The  Employee  acknowledges  that the Company  would be  irreparably
injured by a violation of Paragraphs 5 or 6 and agrees that the Company shall be
entitled to an injunction restraining the Employee from any actual or threatened
breach of Paragraphs 5 or 6 or to any other appropriate equitable remedy without
any bond or other security being required.

9. AMENDMENT AND TERMINATION.

         This  Agreement may be amended or cancelled by either party without the
consent of any other  person  (employment  at will) and, so long as the Employee
lives, no person,  other than the parties hereto, shall have any rights under or
interest in this Employment Agreement or the subject matter hereof.

10. NOTICES.

         Any notice  required or  permitted  to be given  under this  Employment
Agreement  shall be sufficient  if in writing and if sent by registered  mail to
the Company at its  principal  executive  offices or to the Employee at the last
address filed by him in writing with the Company, as the case may be.

11. NON-ASSIGNMENT.

         The interests of the Employee under this  Employment  Agreement are not
subject  to  the  claims  of  his  creditors  and  may  not  be  voluntarily  or
involuntarily assigned, alienated or encumbered.

12.  SUCCESSORS.

         This Agreement  shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns and upon any person acquiring, whether by
merger, consolidation, purchase of assets or otherwise, all or substantially all
of the Company's assets and business.



13. APPLICABLE LAW.

         The  provisions  of this  Employment  Agreement  shall be  construed in
accordance with the laws of the State of Connecticut.

14. COUNTERPARTS.

         This Employment  Agreement may be executed in two or more counterparts,
any one of which shall be deemed the original without reference to the others.

         IN WITNESS  WHEREOF,  the Employee  has hereunto set his hand,  and the
Company has caused these  presents to be executed in its name and on its behalf,
all effective the day and year first above written.




                                    /s/ Jeremiah Healy
                                    --------------------------------------------
                                    Jeremiah Healy



                                    THE LGL GROUP, INC.

                                    By: /s/ John C. Ferrara
                                       -----------------------------------------
                                    Name: John C. Ferrara
                                    Title: President and Chief Executive Officer



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