-----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, WhzdciVNFQ4sBRYgfDv6qgx+eSFvD0uwXsOdoT/Fn4bUPxqPj4Jdw6huoWUZ6W/0 TxwnHgQYFurDUxk6oVGHXw== 0000950133-98-000371.txt : 19980217 0000950133-98-000371.hdr.sgml : 19980217 ACCESSION NUMBER: 0000950133-98-000371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980205 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980212 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYNCH CORP CENTRAL INDEX KEY: 0000061004 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 381799862 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00106 FILM NUMBER: 98533398 BUSINESS ADDRESS: STREET 1: 8 SOUND SHORE DR STE 290 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293333 MAIL ADDRESS: STREET 1: 8 SOUND SHORE DRIVE STREET 2: SUITE 290 CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 FORM 8-K 1 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): FEBRUARY 5, 1998 LYNCH CORPORATION (Exact name of registrant as specified in its charter) INDIANA 1-106 33-1799862 (State of incorporation) (Commission File Number) (IRS Employer Identification No.
8 SOUND SHORE DRIVE, SUITE 290 GREENWICH, CT 06830 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 203-629-3333 ITEM 5. OTHER EVENTS On February 5, 1998, Registrant's majority owned subsidiary, Spinnaker Industries, Inc. ("Spinnaker")announced a proposed private offering of $25 million of preferred stock (the "Preferred Stock"). The Preferred Stock will be convertible into Spinnaker's Common Stock (NASDAQ:SPNI), will be redeemable by Spinnaker at any time after January 15, 2003 and will be subject to mandatory redemption in 2010. Dividends on the Preferred Stock will be payable in cash or additional shares of Preferred Stock, at Spinnaker's option. The Preferred Stock offering is being made in reliance on Rule 144A and other exemptions from registration under the Securities Act of 1933, as amended. Spinnaker will grant the initial purchaser of the Preferred Stock 2 an option to purchase up to $3.75 million of additional shares of Preferred Stock solely to cover over-allotments. The net proceeds from the offering of Preferred Stock will be combined with other funds, including borrowings under Spinnaker's revolving credit facility, to consummate the acquisition of S. D. Warren Company's pressure sensitive label business, which Spinnaker announced in November 1997. The entire text of Spinnaker's press release is incorporated by reference herein and a copy of the press release has been filed as an exhibit to this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 99.1 Press Release dated February 5, 1998 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LYNCH CORPORATION Date: February 11, 1998 By: /s/Robert E. Dolan ----------------------------- Robert E. Dolan Chief Financial Officer 4 EXHIBIT INDEX Exhibit Description - -------- ------------ 99.1 Press release dated February 5, 1998 EX-99.1 2 PRESS RELEASE DATED FEBRUARY 5, 1998 1 EXHIBIT 99.1 SPINNAKER INDUSTRIES, INC. CONTACT: Richard J. Boyle Chairman and CEO 612/933-5573 or Bill Robertson Sunwest Comms. 214/373-1601 FOR IMMEDIATE RELEASE: February 5, 1998 SPINNAKER INDUSTRIES OFFERING $25 MILLION OF PREFERRED STOCK IN PRIVATE PLACEMENT DALLAS -- Spinnaker Industries, Inc. (Nasdaq: SPNIA and SPNI) announced Thursday a proposed private placement offering of $25 million of preferred stock. The preferred stock will be convertible into Spinnaker's common stock (SPNI) and will be redeemable by Spinnaker, for cash, at any time after January 15, 2003. The preferred stock will be subject to mandatory redemption by Spinnaker in 2010. Dividends on the preferred stock will be payable in cash or additional shares of preferred stock, at Spinnaker's option. The preferred stock offering is being made to qualified buyers in reliance on Rule 144A and other exemptions from registration under the Securities Act of 1933. Spinnaker will grant the initial purchaser of the preferred stock an option to purchase up to $3.75 million of additional preferred stock solely to cover over-allotments. The net proceeds from the offering of preferred stock will be combined with other funds, including borrowings under Spinnaker's revolving credit facility, to consummate the acquisition of S.D. Warren Company's pressure sensitive label business, which Spinnaker announced in November 1997. The proposed offering of preferred stock will not be registered under the Securities Act or any securities laws of any state or other jurisdiction and may not be offered or sold in the U.S. or any state thereof or other jurisdiction without registration or an applicable exemption from registration requirements. SOURCE: Spinnaker Industries, Inc. -----END PRIVACY-ENHANCED MESSAGE-----