-----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, AKka9JyRllfNzTBbJqw9RZuF7IEyzVuCz1c/lpzf6t5hO24czBokhv13NZCWgg8V IA4QzGbVoDblb0B40O3/wA== 0000099106-06-000022.txt : 20060526 0000099106-06-000022.hdr.sgml : 20060526 20060526152011 ACCESSION NUMBER: 0000099106-06-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX CORP CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02257 FILM NUMBER: 06870465 BUSINESS ADDRESS: STREET 1: 110 RICHARDS AVE CITY: NORWALK STATE: CT ZIP: 06856-5090 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 110 RICHARDS AVENUE CITY: NORWALK STATE: CT ZIP: 06856-5090 8-K 1 tx8k052606.txt FORM 8-K DATED MAY 26, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K CURRENT REPORT _________________ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2006 TRANS-LUX CORPORATION --------------------- (Exact name of registrant as specified in its charter) Delaware 1-2257 13-1394750 - ----------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 110 Richards Avenue, Norwalk, CT 06856-5090 -------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 853-4321 ______________________________________________________________________________ (Former name or former address, if changed since last report.) Item 8.01 Other Events On May 26, 2006, Trans-Lux Corporation, a Delaware corporation (the "Company"), announced that it has called for redemption on June 15, 2006 (the "Redemption Date"), all of its 7 1/2% Convertible Subordinated Notes due December 1, 2006 (the "7 1/2% Notes"). The 7 1/2% Notes are convertible at the option of the holder into shares of Common Stock, $1 par value per share, of the Company at any time prior to the close of business on the June 14, 2006 at the rate of $14.013 per Note, which conversion rate is substantially above the current market price of the Common Stock. Reference is hereby made to the Notice of Redemption of the 7 1/2% Notes which is attached as on exhibit hereto and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 99 Notice of Redemption of Trans-Lux Corporation's 7 1/2% Convertible Subordinated Notes due December 1, 2006 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: TRANS-LUX CORPORATION by: /s/ Angela D. Toppi --------------------------- Angela D. Toppi Executive Vice President and Chief Financial Officer Dated: May 26, 2006 EX-99 2 callnotes.txt CALL 7 1/2% NOTES Exhibit 99 NOTICE OF REDEMPTION TO THE HOLDERS OF TRANS-LUX CORPORATION 7 1/2% Convertible Subordinated Notes due 2006 (CUSIP NO. 893247AD8) (the "7 1/2% Notes") NOTICE IS HEREBY GIVEN, that in accordance with the provisions of Article Three of the Indenture, dated as of December 1, 1996 between Trans-Lux Corporation and Continental Stock Transfer & Trust Company, (the "Trustee"), the Trustee has called for redemption on June 15, 2006 at the redemption price of 100 percent of the principal amount thereof with interest to the redemption date, all $12,201,000 face value of said 7 1/2% Notes outstanding. On June 15, 2006, the 7 1/2% Notes subject to redemption will become due and payable and are required to be presented for redemption and payment on or after said date at Continental Stock Transfer & Trust Co., 17 Battery Place, New York, NY 10004, Attn: Reorganization Department. Payment of principal and interest will be made only upon presentation and surrender of the 7 1/2% Notes at the address noted above. If U.S. mail is used, registered mail properly insured is suggested. On and after June 15, 2006, unless Trans-Lux Corporation defaults in paying the redemption price, interest shall cease to accrue on the 7 1/2% Notes called for redemption. The provisions of the Interest and Dividend Tax Compliance Act of 1983, as amended, require bondholders to submit their Taxpayer Identification Number (either their social security or employer identification number, as appropriate) with each 7 1/2% Note presented for payment. Failure to comply with said Act will subject the payment of the principal portion of the redemption price to the withholding of 28% of such principal portion. To avoid being subject to such withholding, Noteholders should submit an IRS substitute Form W-9 at the time the 7 1/2% Notes are presented for payment. The 7 1/2% Notes are convertible into Common Stock of Trans-Lux Corporation at the conversion price of $14.013 per share, which is substantially over the current market price for the Common Stock. The right to convert shall terminate on Wednesday, June 14, 2006 and is exercised by following the instruction in Paragraph 8 of the 7 1/2% Notes. No interest is payable on the 7 1/2% Notes which are converted. Enclosed is a Letter of Transmittal for use in surrendering your 7 1/2% Notes for redemption. The Letter of Transmittal contains instructions that you should read and follow carefully. Please make sure the Letter of Transmittal is properly completed, signed and dated. You may submit your certificates representing the 7 1/2% Notes and your Letter of Transmittal either by mail or by hand at the addresses set forth in the Letter of Transmittal. The method of delivery of certificates is at your option and risk. If sent by mail, it is strongly recommended the certificates be sent by registered mail, properly insured, with return receipt requested. If you have any questions regarding the Company's call for redemption of the 7 1/2% Notes or if you need additional copies of the Letter of Transmittal, please contact the Redemption Agent at the address or phone number found in the Letter of Transmittal. Trans-Lux Corporation By: Continental Stock Transfer & Trust Company, as Trustee May 26, 2006 -----END PRIVACY-ENHANCED MESSAGE-----