-----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, Rjz3bJXO5Xm7yFzUHu6EXRlNtPYM0ssIqvzKcGbBWj0go5gCotNtMUBbpz3gF6B4 jq6ZGPOgUcI4kP/b2DRGmg== 0000921895-07-001934.txt : 20070823 0000921895-07-001934.hdr.sgml : 20070823 20070822195832 ACCESSION NUMBER: 0000921895-07-001934 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070817 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: 20070823 DATE AS OF CHANGE: 20070822 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00106 FILM NUMBER: 071074195 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/A 1 form8ka03725_08172007.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                   FORM 8-K/A

                                 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 17, 2007
                                                          ---------------

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

          Indiana                     1-106                   38-1799862
- --------------------------------------------------------------------------------
      (State or other              (Commission               (IRS Employer
jurisdiction 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 5.02.  DEPARTURE   OF  DIRECTORS   OR  CERTAIN   OFFICERS;   ELECTION  OF
            DIRECTORS;   APPOINTMENT   OF   CERTAIN   OFFICERS;   COMPENSATORY
            ARRANGEMENTS OF CERTAIN OFFICERS.

      As originally reported in its Current Report on Form 8-K filed on April 5,
2007,  effective April 3, 2007, The LGL Group,  Inc. (the  "Company")  appointed
Timothy  Foufas,  Kuni Nakamura and Javier Romero to its Board of Directors.  On
August  17,  2007,  the Board of  Directors  appointed  Mr.  Romero to its Audit
Committee,  Mr.  Nakamura to its  Compensation  Committee  and Mr. Foufas to its
Nominating  Committee and its newly formed  Executive  Committee,  together with
Chairman Marc Gabelli, Peter DaPuzzo and Avrum Gray.

      On August 22, 2007,  the Company  issued a press  release  announcing  the
abovementioned  appointments.  The text of the press release is filed as Exhibit
99.1 and is incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)   Exhibits

      Exhibit No.       Exhibits
      -----------       --------

      99.1              Press release dated August 22, 2007.



                                    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.

August 22, 2007

                                    THE LGL GROUP, INC.

                                    By: /s/ Jeremiah M. Healy
                                        ----------------------------------------
                                        Name: Jeremiah M. Healy
                                        Title: President and Chief Executive Officer


EX-99.1 2 ex991toform8ka03725_08172007.htm sec document

                                                                    Exhibit 99.1


LGL GROUP APPOINTS THREE DIRECTORS TO BOARD COMMITTEES, CITING ONGOING
EFFORTS TO INCREASE SHAREHOLDER VALUE

Wednesday August 22, 7:00 pm ET

GREENWICH, Conn., Aug. 22, 2007 (PRIME NEWSWIRE) -- The LGL Group, Inc.
(AMEX:LGL - NEWS), announced today that it has appointed its three new directors
appointed in June to board committees. In June, LGL had increased its
independent board of directors from six to nine members in a continued effort to
build long-term shareholder value.

New board member Timothy Foufas, 38, a Chicago-based private equity and buyout
investor, was appointed to the newly formed Executive Committee together with
LGL Chairman Marc Gabelli, and board members Peter Dapuzzo, and Avrum Gray. Mr.
Foufas was also appointed to the Nominating Committee. Kuni Nakamura, 38, CEO of
Advanced Polymer, an industrial chemical company with strong ties to Japanese
markets was appointed to the Compensation Committee, and Javier Romero, 34,
director of mergers and acquisitions at the Madrid, Spain, headquarters of
Arthur D. Little, Inc. was appointed to the Audit Committee.

LGL Group manufactures a broad range of custom-designed electronic components,
and is controlled by Marc Gabelli through the Venator Merchant Fund. "These
appointments deepen and broaden our board's committees' talent pool, and give us
access to different areas of expertise. We feel this enrichment of talent
strengthens our ability to build shareholder value," Mr. Gabelli said.

Lynch Systems Sale Part of  "Value- Building"

As part of the "value-building" effort, on August 3, 2007 the Company finalized
the sale of certain assets of its subsidiary Lynch Systems that produced
advanced manufacturing systems for the tableware and commercial glass
industries.



"The board continues the process of restructuring the business from a position
of strength started three years ago with the selection of new management, the
acquisition of Piezo Technologies in 2004, and an improvement in the Company's
balance sheet, according to LGL President Jeremiah Healy."

"We will continue to build value through organic developments, partnerships and
joint ventures, and our investment skill sets. We are operating in competitive
markets which are fragmented and global, and will carefully explore advances
which are economically attractive to shareholder value creation," Mr. Healy
said.

Engineered Products Portfolio

LGL Group's principal operating subsidiary, MtronPTI, manufactures and markets
custom-designed electronic components used to control the frequency of signals
in electronic circuits. The products are used in infrastructure equipment for
the telecommunications and network equipment industries. They are also used in
electronic systems for military applications, avionics, medical devices and
global positioning systems.

"The frequency control industry is another example of a highly fragmented
industry which has opportunities for margin improvements. There are many smaller
participants that have unique value-added technologies. We feel that our
structure as a public company will give us significant leverage in consolidating
this market on a global level given our presence in the U.S., Delhi and Hong
Kong," according to Marc Gabelli.

"And consistent with the company's history, we are certainly not ruling out
acquisitions and partnerships in this and other industry sectors," Mr. Gabelli
said.

The Venator Merchant Fund

Venator is an investment management vehicle with Marc Gabelli as its managing
partner. Venator invested in LGL Group as part of its required financing to



acquire Piezo Technologies in September 2003. The fund has also provided LGL
with assistance in retaining new management to help organize the company more
effectively for the public markets, provided a bridge loan facility for the
company's working capital needs, and supported a rights offering to shareholders
in December 2006.

CONTACT:
          The LGL Group, Inc.
          Jeremiah Healy
          203-622-1150

          VJE Consultants
          Victor Emmanuel
          914-305-5198
- ---------------------------------
      Source: LGL Group


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