-----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, RJDwIW2szX8bapDdzsW+xjsdh0P0HxzxpU1Ik9tNv403nrvn6n72x4+bB0cDvllS yGyxwSmx+cwHZood9c66zg== 0000099106-09-000008.txt : 20100119 0000099106-09-000008.hdr.sgml : 20100118 20090415171024 ACCESSION NUMBER: 0000099106-09-000008 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090415 DATE AS OF CHANGE: 20091203 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: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02257 FILM NUMBER: 09751846 BUSINESS ADDRESS: STREET 1: 26 PEARL STREET CITY: NORWALK STATE: CT ZIP: 06850-1647 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 26 PEARL STREET CITY: NORWALK STATE: CT ZIP: 06850-1647 10-K 1 tlx10k08.txt FORM 10-K FOR YEAR ENDED 12/31/2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 ----------------- Commission file number 1-2257 ------ TRANS-LUX CORPORATION --------------------- (Exact name of Registrant as specified in its charter) Delaware 13-1394750 - ------------------------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 26 Pearl Street, Norwalk, CT 06850-1647 ---------------------------------------- (Address of Registrant's principal executive offices) (Zip code) Registrant's telephone number, including area code: (203) 853-4321 -------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- Common Stock, $1.00 par value NYSE Amex 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 NYSE Amex Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X --- --- Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X --- --- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- CONTINUED TRANS-LUX CORPORATION 2008 Form 10-K Cover Page Continued Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Large accelerated filer Accelerated filer Non-accelerated filer --- --- --- Smaller reporting company X --- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- The aggregate market value of the Registrant's Common and Class B Stock held by non-affiliates of the Registrant based upon the last sale price of the Registrant's Common Stock reported on the NYSE Amex on June 30, 2008, was approximately $9,238,000. (The value of a share of Common Stock is used as the value for a share of Class B Stock, as there is no established market for Class B Stock, which is convertible into Common Stock on a share-for-share basis.) As of the close of business on April 14, 2009, there were outstanding 2,020,090 shares of the Registrant's Common Stock and 286,814 shares of its Class B Stock. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders, to be filed with the Commission within 120 days of the Registrant's fiscal year end (the "Proxy Statement"), are incorporated by reference into Part III, Items 10-14 of this Form 10-K to the extent stated herein. TRANS-LUX CORPORATION 2008 Form 10-K Annual Report Table of Contents PART I Page ---- ITEM 1. Business 1 ITEM 1A. Risk Factors 5 ITEM 1B. Unresolved Staff Comments 7 ITEM 2. Properties 7 ITEM 3. Legal Proceedings 7 ITEM 4. Submission of Matters to a Vote of Security Holders 7 PART II ITEM 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7 ITEM 6. Selected Financial Data 8 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 8 ITEM 8. Financial Statements and Supplementary Data 8 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 8 ITEM 9A. Controls and Procedures 8 ITEM 9B. Other Information 8 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 9 ITEM 11. Executive Compensation 9 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 9 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 9 ITEM 14. Principal Accounting Fees and Services 10 PART IV ITEM 15. Exhibits and Financial Statement Schedules 10 Signatures 12
PART I ITEM 1. BUSINESS Unless the context otherwise requires, the term "Company" as used herein refers to Trans-Lux Corporation and its subsidiaries. The Company is a full-service provider of integrated multimedia systems for today's communications environments. The essential elements of these systems are the real-time, programmable electronic information displays the Company manufactures, distributes and services. These display systems utilize LED (light emitting diode) technologies. Designed to meet the evolving communications needs of both the indoor and outdoor markets, these display products include text, graphic and video displays for stock and commodity exchanges, financial institutions, college and high school sports stadiums, schools, casinos, convention centers, corporate applications, government applications, theatres, retail sites, airports, billboard sites and numerous other applications. In addition to its core display business, the Company also owns an income-producing real estate property. On June 26, 2008, the Board of Directors approved the sale of substantially all of the assets of the Entertainment Division, which was consummated on July 15, 2008 for a purchase price of $24.5 million, of which $7.4 million was paid in cash, $0.4 million is in escrow and $16.7 million of debt was assumed, including $0.3 million of debt of the joint venture, MetroLux Theatres. The Entertainment Division operated motion picture theatres in the western Mountain States. The Company has accounted for the Entertainment Division as discontinued operations in the accompanying financial statements. The following provides information of our continuing businesses. ELECTRONIC INFORMATION DISPLAY PRODUCTS - --------------------------------------- The Company's high performance electronic information displays are used to communicate messages and information in a variety of indoor and outdoor applications. The Company's product line encompasses a wide range of state-of-the-art electronic displays in various size and color configurations. Most of the Company's display products include hardware components and sophisticated software. In both the indoor and outdoor markets in which the Company serves, the Company adapts basic product types and technologies for specific use in various niche market applications. The Company also operates a direct service network throughout the United States and parts of Canada, which performs on-site project management, installation, service and maintenance for its customers and others. The Company employs a modular engineering design strategy, allowing basic 'building blocks' of electronic modules to be easily combined and configured in order to meet the broad application requirements of the industries it serves. This approach ensures product flexibility, reliability, ease of service and minimum spare parts requirements. The Company's electronic information display market is broken down into two distinct segments: the Indoor division and the Outdoor division. Electronic information displays are used by financial institutions, including brokerage firms, banks, energy companies, insurance companies and mutual fund companies; sports stadiums and venues; educational institutions; outdoor advertising companies; corporate and government communication centers; retail outlets; casinos, race tracks and other gaming establishments; airports, train stations, bus terminals and other transportation facilities; movie theatres; health maintenance organizations and in various other applications. Indoor Division: The indoor electronic display market is currently dominated by three categories of users: financial, government/private sector and gaming. The financial sector, which includes trading floors, exchanges, brokerage firms, banks, mutual fund companies and energy companies, has long been a user of electronic information displays due to the need for real-time dissemination of data. The major stock and commodity exchanges depend on reliable information displays to post stock and commodity prices, trading volumes, interest rates and other financial data. Brokerage firms use electronic ticker displays for both customers and brokers; they have also installed other larger displays to post major headline news events in their brokerage offices to enable their sales force to stay up-to-date on events affecting general market conditions and specific stocks. Banks and other financial institutions also use information displays to advertise product offerings to consumers. The Indoor division has a product line of advanced last sale price displays, tri-color LED tickers and graphic displays. The government/private sector includes applications found in major corporations, public utilities and government agencies for the display of real-time, critical data in command/control centers, data centers, help desks, visitor centers, lobbies, inbound/outbound telemarketing centers, retail applications to attract customers and for employee communications. 1 Electronic displays have found acceptance in applications for the healthcare industry such as outpatient pharmacies, military hospitals and HMOs to automatically post patient names when prescriptions are ready for pick up. Theatres use electronic displays to post current box office and ticket information, directional information and promote concession sales. Information displays are consistently used in airports, bus terminals and train stations to post arrival and departure, gate and baggage claim information, all of which help to guide passengers through these facilities. The gaming sector includes casinos, Indian gaming establishments and racetracks. These establishments generally use large information displays to post odds for race and sporting events and to display timely information such as results, track conditions, jockey weights and scratches. Casinos and racetracks also use electronic displays throughout their facilities to advertise to and attract gaming patrons. Equipment for the Indoor display segment generally has a lead-time of 30 to 120 days depending on the size and type of equipment ordered and material availability. Outdoor Division: The outdoor electronic display market is even more diverse than the Indoor division. Displays are being used by schools, sports stadiums, sports venues, gas stations, highway departments and outdoor advertisers, such as digital billboards, attempting to capture the attention of passers-by. The Outdoor division has a product line of LED message centers, scoreboards and video displays available in monochrome and full color. The Company has utilized its strong position in the Indoor display market combined with several acquisitions to enhance its presence in the Outdoor display market. Outdoor displays are installed in amusement parks, entertainment facilities, high schools, college sports stadiums, city park and recreational facilities, churches, racetracks, military installations, automobile dealerships, banks and other financial institutions. This division generally sells through dealers and distributors. Equipment for the Outdoor display segment generally has a lead-time of 10 to 120 days depending on the size and type of equipment ordered and material availability. Sales Order Backlog (excluding leases): The amount of sales order backlog at December 31, 2008 and 2007 was approximately $3.9 million and $4.5 million, respectively. The December 31, 2008 backlog is expected to be recognized in 2009. These amounts include only the sale of products; they do not include new lease orders or renewals of existing lease agreements that may be presently in-house. ENGINEERING AND PRODUCT DEVELOPMENT - ----------------------------------- The Company's ability to compete and operate successfully depends on its ability to anticipate and respond to the changing technological and product needs of its customers, among other factors. For this reason, the Company continually develops enhancements to its existing product line and examines and tests new display technologies. During 2008 the Company's Outdoor display division continued to enhance CaptiVue(R), a line of outdoor full matrix LED message centers. CaptiVue offers greater design flexibility, modularity and increased clarity at an economical price. Recent enhancements include the introduction of a high resolution 20mm full color model. The wireless scoreboard control was updated to incorporate the newer generation radio systems. In parallel with the new radio system, the Company introduced the MiScore(TM) and MiTime(TM) handheld, simple to operate controllers. The Company supplements its LED product line with third-party LED products to remain competitive in price, product offerings and performance. The Company offers the product of a leading provider of advanced LED video display products that we distribute to the markets we serve. Trans-Lux is marketing these products for both indoor and outdoor applications under the name CaptiVision(TM). CaptiVision jumbo video monitors have the capability to deliver brilliant full motion video and animation in billions of colors to corporate, financial and entertainment markets where the presentation of multimedia, live-action, advertising and promotions is of major importance. The Company continued enhancements to its line of economical full-matrix indoor graphic display products. GraphixWall(R) fixed size displays and GraphixMax(TM) tileable displays for larger custom sizes feature versatile functionality at a lower cost, presenting line art, graphics and variable-sized text. Applications for GraphixWall and GraphixMax displays include flight information, baggage claim and way-finding at airports, automatic call directories at contact centers, order processing support at manufacturing facilities and for posting prices and promoting products in financial and retail environments. Recent enhancements include a full color version for additional color flexibility and impact. 2 Continued development of indoor products includes new monochrome and tri-color ticker displays utilizing improved LED display technology; curved and flexible displays; greater integration of blue LEDs to provide full color text and graphic displays; wireless controlled displays; and a new graphic interface to display more data at higher resolutions. As part of its ongoing development efforts, the Company seeks to package certain products for specific market segments as well as continually tracking emerging technologies that can enhance its products. Full color, live video and digital input technologies continue to be enhanced. The Company maintains a staff of 17 people who are responsible for product development and support. The engineering, product enhancement and development efforts are supplemented by outside independent engineering consulting organizations where required. Engineering expense and product enhancement and development amounted to $2.0 million, $1.8 million and $2.0 million in 2008, 2007 and 2006, respectively. MARKETING AND DISTRIBUTION - -------------------------- The Company markets its indoor and outdoor electronic information display products in the U.S. and Canada using a combination of distribution channels, including 14 direct sales representatives, three telemarketers and a network of independent dealers and distributors. By working with software vendors and using the internet to expand the quality and quantity of multimedia content that can be delivered to our electronic displays, we are able to offer customers relevant, timely information, content management software and display hardware in the form of turnkey display communications packages. The Company employs a number of different marketing techniques to attract new customers, including direct marketing efforts by its sales force to known and potential users of information displays; internet marketing; advertising in industry publications; and exhibiting at approximately 15 domestic and international trade shows annually. Internationally, the Company uses a combination of internal sales people and independent distributors to market its products outside the U.S. The Company has existing relationships with approximately 18 independent distributors worldwide covering Europe, the Middle East, South and Central America, Africa, the Far East and Australia. Foreign sales have represented less than 10% of total revenues in the past three years. Headquartered in Norwalk, Connecticut, the Company has sales and service offices in New York, New York; Des Moines, Iowa; Logan, Utah; Toronto, Ontario; and Burlington, Ontario; as well as approximately 17 satellite offices in the U.S. The Company's equipment is both leased and sold. A significant portion of the electronic information display revenues is from equipment rentals with current lease terms ranging from 30 days to ten years. The Company's revenues in 2008, 2007 and 2006 did not include any single customer that accounted for more than 10% of total revenues. MANUFACTURING AND OPERATIONS - ---------------------------- The Company's production facilities are located in Stratford, Connecticut and Des Moines, Iowa. The Company relocated from its facility in Norwalk, Connecticut to Stratford, Connecticut during 2008. The production facilities consist principally of the manufacturing, assembly and testing of display units and related components. The Company performs most subassembly and all final assembly of its products. All product lines are design engineered by the Company and controlled throughout the manufacturing process. The Company has the ability to produce very large sheet metal fabrications, cable assemblies and surface mount and through-hole designed assemblies. Some of the subassembly processes are outsourced. The Company's production of many of the subassemblies and all of the final assemblies gives the Company the control needed for on-time delivery to its customers. The Company has the ability to rapidly modify its product lines. The Company's displays are designed with flexibility in mind, enabling the Company to customize its displays to meet different applications with a minimum of lead-time. The Company designs certain of its materials to match components furnished by suppliers. If such suppliers were unable to provide the Company with those components, the Company would have to contract with other suppliers to obtain replacement sources. Such replacement might result in engineering design changes, as well as delays in obtaining such 3 replacement components. The Company believes it maintains suitable inventory and has contracts providing for delivery of sufficient quantities of such components to meet its needs. The Company also believes there presently are other qualified vendors of these components. The Company does not acquire significant amount of purchases directly from foreign suppliers, but certain key components such as the LEDs and LED modules are manufactured by foreign sources. The Company's products are third-party certified as complying with applicable safety, electromagnetic emissions and susceptibility requirements worldwide. SERVICE AND SUPPORT - ------------------- The Company emphasizes the quality and reliability of its products and the ability of its field service personnel and third-party agents to provide timely and expert service to the Company's rental equipment and maintenance bases and other types of customer-owned equipment. The Company believes that the quality and timeliness of its on-site service personnel are important components in the Company's ongoing and future success. The Company provides turnkey installation and support for the products it leases and sells in the United States and Canada. The Company provides training to end-users and provides ongoing support to users who have questions regarding operating procedures, equipment problems or other issues. The Company provides installation and service to those who purchase and lease equipment. The Company's dealers and distributors offer support for the products they sell in the market segment they cover. Personnel based in regional and satellite service locations throughout the United States and Canada provide high quality and timely on-site service for the installed rental equipment and maintenance base and other types of customer-owned equipment. Purchasers or lessees of the Company's larger products, such as financial exchanges, casinos and sports stadiums, often retain the Company to provide on-site service through the deployment of a service technician who is on-site daily for scheduled events. The Company operates its National Technical Services and Repair Center from its Des Moines, Iowa facility. Equipment repairs are performed in Des Moines and service technicians are dispatched nationwide from the Des Moines facility. The Company's field service is augmented by various service companies in the United States, Canada and overseas. From time to time the Company uses various third-party service agents to install, service and/or assist in the service of certain displays for reasons that include geographic area, size and height of displays. COMPETITION - ----------- The Company's offers of short and long-term leases to customers and its nationwide sales, service and installation capabilities are major competitive advantages in the display business. The Company believes that it is the largest supplier of large-scale stock, commodity, sports and race book gaming displays in the United States, as well as one of the larger outdoor electronic display and service organizations in the country. The Company competes with a number of competitors, both larger and smaller than itself, with products based on different forms of technology. There are several companies whose current products utilize similar technology and who possess the resources necessary to develop competitive and more sophisticated products in the future. REAL ESTATE RENTAL OPERATIONS - ----------------------------- The Company owns an income-producing real estate property located in Santa Fe, New Mexico, which currently has a 81% occupancy rate. This property has been placed on the market for sale because it does not directly relate to our core business. INTELLECTUAL PROPERTY - --------------------- The Company owns or licenses a number of patents and holds a number of trademarks for its display equipment and considers such patents, licenses and trademarks important to its business. EMPLOYEES - --------- The Company has approximately 224 employees as of March 2, 2009. Approximately 21% of the employees are unionized. The Company believes its employee relations are good. 4 ITEM 1A. RISK FACTORS THE CURRENT GLOBAL ECONOMIC CRISIS COULD NEGATIVELY IMPACT OUR BUSINESS - ----------------------------------------------------------------------- The current global economic crisis could adversely affect our customers and our suppliers and businesses such as ours. As a result, it could have a variety of negative effects on the Company such as reduction in revenues, increased costs, lower gross margin percentages, increased allowances for uncollectable accounts receivable and/or write-offs of accounts receivable, impair our ability to access credit markets and finance our operations and could otherwise have material adverse effects on our business, results of operations, financial condition and cash flows. LEVERAGE - -------- As of December 31, 2008, the Company's total long-term debt (including current portion) was $22.6 million. We expect we will incur indebtedness in connection with new rental equipment leases and working capital. Our ability to satisfy our obligations will be dependent upon our future performance, which is subject to prevailing economic conditions and financial, business and other factors, including factors beyond our control. There can be no assurance that our operating cash flows will be sufficient to meet our long-term debt service requirements or that we will be able to refinance indebtedness at maturity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." RELIANCE ON KEY SUPPLIERS - ------------------------- We design certain of our materials to match components furnished by suppliers. If such suppliers were unable or unwilling to provide us with those components, we would have to contract with other suppliers to obtain replacement sources. In particular, we purchase almost all of the LED module blocks used in our electronic information displays from three suppliers. We do not have long-term supply contracts with these suppliers. A change in suppliers of either LED module blocks or certain other components may result in engineering design changes, as well as delays in obtaining such replacement components. We believe there are presently other qualified vendors of these components. Our inability to obtain sufficient quantities of certain components as required, or to develop alternative sources at acceptable prices and within a reasonable time, could result in delays or reductions in product shipments that could have a materially adverse effect on our business and results of operations. COMPETITION - ----------- Our electronic information displays compete with a number of competitors, both larger and smaller than us, and with products based on different forms of technology. In addition, there are several companies whose current products utilize similar technology and who possess the resources to develop competitive and more sophisticated products in the future. Our success is somewhat dependent upon our ability to anticipate technological changes in the industry and to successfully identify, obtain, develop and market new products that satisfy evolving industry requirements. There can be no assurance that competitors will not market new products which have perceived advantages over our products or which, because of pricing strategies, render the products currently sold by us less marketable or otherwise adversely affect our operating margins. NATURE OF LEASING AND MAINTENANCE REVENUES - ------------------------------------------ We derive a substantial percentage of our revenues from the leasing of our electronic information displays, generally pursuant to leases that have an average term of one to five years. Consequently, our future success is at least partly dependent on our ability to obtain the renewal of existing leases or to enter into new leases as existing leases expire. We also derive a significant percentage of our revenues from maintenance agreements relating to our display products. The average term of such agreements is generally one to five years. A portion of the maintenance agreements is cancelable upon 30 days notice. There can be no assurance that we will be successful in obtaining renewal of existing leases or maintenance agreements, obtaining replacement leases or realizing the value of assets currently under leases that are not renewed. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations." 5 DEPENDENCE ON KEY PERSONNEL - --------------------------- We believe that our President and Chief Executive Officer, Michael R. Mulcahy, plays a significant role in the success of the Company and the loss of his services could have an adverse effect on the Company. There can be no assurance that the Company would be able to find a suitable replacement for Mr. Mulcahy. The Company has an employment agreement with Mr. Mulcahy that expires in 2010, which may be extended by the employee in case of a change-in-control approved by the present Board of Directors. The Company believes that in addition to the above referenced key personnel, there is a core group of executives that also plays a significant role in the success of the Company. EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS AND CONTROL BY EXISTING STOCKHOLDERS - ------------------------------------------------------------------------------- Our Restated Certificate of Incorporation contains certain provisions that could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire control of us. Such provisions could limit the price that certain investors might be willing to pay in the future for shares of our Common Stock, thus making it less likely that a stockholder will receive a premium on any sale of shares. Under our Restated Certificate of Incorporation, we have two classes of common stock outstanding, Common Stock and Class B Stock, each with its own rights and preferences. Each share of Class B Stock receives ten votes per share on all matters submitted to a vote of the stockholders versus the one vote received for each share of Common Stock. The Class B Stock is entitled to vote separately as a class on any proposal for merger, consolidation and certain other significant transactions. Moreover, our Board of Directors is divided into three classes, each of which serves for a staggered three-year term, making it more difficult for a third party to gain control of our Board. Our Restated Certificate of Incorporation also has a provision that requires a four-fifths vote on any merger, consolidation or sale of assets with or to an "Interested Person" or "Acquiring Person." Additionally, we are authorized to issue 500,000 shares of Preferred Stock containing such rights, preferences, privileges and restrictions as may be fixed by our Board of Directors, which may adversely affect the voting power or other rights of the holders of Common Stock or delay, defer or prevent a change in control of the Company, or discourage bids for the Common Stock at a premium over its market price or otherwise adversely affect the market price of the Common Stock. Our Board of Directors is also authorized to issue 3,000,000 shares of Class A Stock, which is identical to the Common Stock but is non- voting and is entitled to a 10% higher dividend than the Common Stock. As of December 31, 2008, 13 stockholders who are executive officers and/or directors of the Company beneficially own approximately 81.96% of our outstanding Class B Stock, 10.19% of all classes and 49.21% of the voting power. So long as the Class B stock is outstanding, these stockholders collectively will continue to have the ability to elect all of our directors and to veto major transactions for which a stockholder vote is required under Delaware law, including mergers, consolidations and certain other significant transactions. These stockholders could also block tender offers for our Common Stock that could give stockholders the opportunity to realize a premium over the then prevailing market price for their shares of Common Stock. LIMITED TRADING VOLUME AND VOLATILITY OF STOCK PRICE - ---------------------------------------------------- Our Common Stock is not widely held and the volume of trading has been relatively low and sporadic. Accordingly, the Common Stock is subject to increased price volatility and reduced liquidity. There can be no assurance a more active trading market for the Common Stock will develop or be sustained if it does develop. The limited public float of our Common Stock could cause the market price for the Common Stock to fluctuate substantially. In addition, stock markets have experienced wide price and volume fluctuations in recent periods and these fluctuations often have been unrelated to the operating performance of the specific companies affected. Any of these factors could adversely affect the market price of the Common Stock. SHARES ELIGIBLE FOR FUTURE SALE - ------------------------------- Future sales of Common Stock in the public market by current stockholders of the Company could adversely affect the market price for the Common Stock. 289,785 shares of Common Stock (including Class B Stock if converted into equal amounts of Common Stock) may be sold in the public market by executive officers and directors, subject to the limitations contained in Rule 144 under the Securities Act of 1933, as amended. Sales of substantial amounts of the shares of Common Stock in the public market, or even the potential for such sales, could adversely affect the prevailing market price of our Common Stock. 6 ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES In June 2008, the Company relocated its headquarters and principal executive offices to a leased facility at 26 Pearl Street, Norwalk, Connecticut, which is used for administration and sales, and relocated its engineering, manufacturing and assembly of its indoor display products to a leased facility in Stratford, Connecticut. Prior to relocating the Company was located at 110 Richards Avenue, Norwalk, Connecticut. The Company owns a facility in Des Moines, Iowa where its outdoor operations are maintained. In addition, the Company owns an income-producing real estate property in Santa Fe, New Mexico and land in Silver City, New Mexico. Both of these properties have been placed on the market for sale because they do not directly relate to our core business. The Company leases six other premises throughout North America for use as sales, service and/or administrative operations. The aggregate rental expense was $773,000, $662,000 and $781,000 for the years ended December 31, 2008, 2007 and 2006, respectively. ITEM 3. LEGAL PROCEEDINGS The Company is subject to legal proceedings and claims, which arise in the ordinary course of its business and/or which are covered by insurance. The Company and four of its directors are party to a pending legal proceeding entitled Gabelli Funds, LLC v. Brandt et al, 09 Civ. 0830 (KMK), beneficial owners of forty-three percent of the common stock of the Company. The proceeding, which is in the process of possibly being settled, is not expected to have an adverse impact on the consolidated financial position or operations of the Company. The Company is also party to other pending legal proceedings and claims, which are covered by insurance, that it believes will not have a material adverse effect on the consolidated financial position or operations of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) The Company's Common Stock is traded on the NYSE Amex under the symbol "TLX." Sales prices are set forth in (d) below. (b) The Company had approximately 594 holders of record of its Common Stock and approximately 59 holders of record of its Class B Stock as of April 14, 2009. (c) The Board of Directors did not declare any cash dividends for Common Stock and Class B Stock during 2008 in order to conserve cash and pay down debt. Management and the Board of Directors will continue to review payment of quarterly cash dividends. 7 (d) The range of Common Stock prices on the NYSE Amex are set forth in the quarterly financial data table below in Item 6(b). (e) The Company did not purchase any of its equity securities during any month of the fourth fiscal quarter of 2008. ITEM 6. SELECTED FINANCIAL DATA (a) Not applicable. (b) To be filed by amendment to this Form 10-K by April 30, 2009. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS To be filed by amendment to this Form 10-K by April 30, 2009. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is subject to interest rate risk on its long-term debt. The Company manages its exposure to changes in interest rates by the use of variable and fixed interest rate debt. The fair value of the Company's fixed rate long-term debt is disclosed in Note 11 to the consolidated financial statements. A one percentage point change in interest rates would result in an annual interest expense fluctuation of approximately $111,000. In addition, the Company is exposed to foreign currency exchange rate risk mainly as a result of investment in its Canadian subsidiary. A 10% change in the Canadian dollar relative to the U.S. dollar would result in a currency exchange expense fluctuation of approximately $5,000, based on dealer quotes, considering current exchange rates. The Company does not enter into derivatives for trading or speculative purposes and did not hold any derivative financial instruments at December 31, 2008. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA To be filed by amendment to this Form 10-K by April 30, 2009. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A(T). CONTROLS AND PROCEDURES To be filed by amendment to this Form 10-K by April 30, 2009. ITEM 9B. OTHER INFORMATION All information required to be reported in a report on Form 8-K during the fourth quarter covered by this Form 10-K has been reported. 8 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (a) The information required by this Item with respect to directors is incorporated herein by reference to the Section entitled "Election of Directors" in the Company's Proxy Statement. (b) The following executive officers were elected by the Board of Directors for the ensuing year and until their respective successors are elected: Name Office Age ------------------ ------------------------------------- --- Michael R. Mulcahy President and Chief Executive Officer 60 Angela D. Toppi Executive Vice President, Treasurer, 53 Secretary and Chief Financial Officer Al L. Miller Executive Vice President 63 Karl P. Hirschauer Senior Vice President 61 Thomas F. Mahoney Senior Vice President 61 Messrs. Mulcahy, Miller, Hirschauer, Mahoney and Ms. Toppi have each been associated in an executive capacity with the Company for more than five years. (c) The information required by Items 405, 406 and 407 of Regulation S-K is incorporated herein by reference to the Sections entitled "Compliance with Section 16(a) of the Securities Exchange Act of 1934," "Code of Ethics" and "Corporate Governance" in the Company's Proxy Statement. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the Section entitled "Executive Compensation and Transactions with Management" in the Company's Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference to the Section entitled "Security Ownership of Certain Beneficial Owners, Directors and Executive Officers" in the Company's Proxy Statement. Equity Compensation Plan Information ------------------------------------ Securities Weighted Securities to be issued average available for December 31, 2008 upon exercise exercise price future issuance ----------------------------------------------------------------------------------------------------- Equity compensation plans approved by stockholders 23,500 $5.72 10,500 Equity compensation plans not approved by stockholders 10,000 4.03 - ------ ------ Total 33,500 5.22 10,500 -----------------------------------------------------------------------------------------------------
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to the Section entitled "Executive Compensation and Transactions with Management" in the Company's Proxy Statement. 9 ITEM 14. PRINCIPAL ACCOUNTING FIRM FEES AND SERVICES The information required by this Item is incorporated herein by reference to the Section entitled "Ratification of the Selection of Independent Registered Accounting Firm" in the Company's Proxy Statement. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: 1 Consolidated Financial Statements of Trans-Lux Corporation: To be filed by amendment to this Form 10-K by April 30, 2009. 2 Financial Statement Schedules: None. 3 Exhibits: 3(a) Form of Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Registration No. 333-15481). (b) By-Laws of the Registrant (incorporated by reference to Exhibit 3(b) of Form 10-K for the year ended December 31, 2001). 4(a) Indenture dated as of December 1, 1994 (form of said indenture is incorporated by reference to Exhibit 6 of Schedule 13E-4 Amendment No. 2 dated December 23, 1994). (b) Indenture dated as of March 1, 2004 (form of said indenture is incorporated by reference to Exhibit 12(d) of Schedule TO dated March 2, 2004). 10.1 Form of Indemnity Agreement - Directors (form of said agreement is incorporated by reference to Exhibit 10.1 of Registration No. 333-15481). 10.2 Form of Indemnity Agreement - Officers (form of said agreement is incorporated by reference to Exhibit 10.2 of Registration No. 333-15481). 10.3 Amended and Restated Pension Plan dated January 1, 2001 and Amendment No. 1 dated as of April 1, 2002 (incorporated by reference to Exhibit 10.3 of Form 10-K for the year ended December 31, 2001). Amendment No. 2 dated as of December 31, 2002 (incorporated by reference to Exhibit 10.3 of Form 10-K for the year ended December 31, 2002). Amendment No. 3 dated as of December 31, 2003 (incorporated by reference to Exhibit 10.3 of Form 10-K for the year ended December 31, 2003). Amendment No. 4 dated as of December 31, 2008 filed herewith. 10.4 Supplemental Executive Retirement Plan dated January 1, 2009 (incorporated by reference to Exhibit 10.1 of Form 8-K dated January 6, 2009). 10.5(a) 1989 Non-Employee Director Stock Option Plan, as amended (incorporated by reference to Exhibit 10.4(a) of Form 10-K for the year ended December 31, 1999). (b) 1995 Stock Option Plan, as amended (incorporated by reference to Proxy Statement dated April 7, 2000). 10 10.6 Amended and Restated Commercial Loan and Security Agreement with People's Bank dated December 23, 2004 (incorporated by reference to Exhibit 10(a) of Form 8-K filed December 28, 2004). Amendment No. 1 dated as of December 31, 2005 (incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended March 31, 2006). Letter amendments dated as of September 30, 2006 and December 31, 2006 (incorporated by reference to Exhibit 10.5 of Form 10-K for the year ended December 31, 2006). Amendment No. 5 dated August 9, 2007 (incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2007). Amendment No. 9 dated July 15, 2008 (incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2008). 10.7 Consulting Agreement with Moving Images, LLC dated as of December 1, 2004 and termination letter with Richard Brandt (incorporated by reference to Exhibit 10.6 of Form 10-K for the year ended December 31, 2004). Amendment dated December 7, 2005 (incorporated by reference to Exhibit 10.6 of Form 10-K for the year ended December 31, 2005). Amendment dated as of March 28, 2007 (incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2007). Amendment dated December 31, 2008 (incorporated by reference to Exhibit 10.4 of Form 8-K dated January 6, 2009). 10.8 Amended and Restated Employment Agreement with Michael R. Mulcahy dated January 1, 2009 (incorporated by reference to Exhibit 10.2 of Form 8-K dated January 6, 2009). 10.9 Employment Agreement with Angela D. Toppi dated as of April 1, 2005 (incorporated by reference to Exhibit 10.9 of Form 10-K for the year ended December 31, 2004). 10.10 Amended and Restated Employment Agreement with Al Miller dated January 1, 2009 (incorporated by reference to Exhibit 10.3 of Form 8-K dated January 6, 2009). 10.11 Employment Agreement with Karl Hirschauer dated as of April 1, 2008 (incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2008). 21 List of Subsidiaries filed herewith. 11 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: TRANS-LUX CORPORATION by: /s/ Angela D. Toppi ---------------------------- Angela D. Toppi Executive Vice President and Chief Financial Officer Dated: April 15, 2009 12 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated: /s/ Gene F. Jankowski April 15, 2009 - ---------------------------------------- Gene F. Jankowski, Chairman of the Board /s/ Victor Liss April 15, 2009 - ---------------------------------------- Victor Liss, Vice Chairman of the Board /s/ Matthew Brandt April 15, 2009 - ---------------------------------------- Matthew Brandt, Director /s/ Richard Brandt April 15, 2009 - ---------------------------------------- Richard Brandt, Director /s/ Thomas Brandt April 15, 2009 - ---------------------------------------- Thomas Brandt, Director April 15, 2009 - ---------------------------------------- Howard M. Brenner, Director /s/ Jean Firstenberg April 15, 2009 - ---------------------------------------- Jean Firstenberg, Director /s/ Howard S. Modlin April 15, 2009 - ---------------------------------------- Howard S. Modlin, Director /s/ Michael R. Mulcahy April 15, 2009 - ---------------------------------------- Michael R. Mulcahy, President, Chief Executive Officer and Director 13 EX-10.3 2 ppamendmentno4.txt PENSION PLAN AMENDMENT NO. 4 Exhibit 10.3 AMENDMENT NO. 4 TO THE RETIREMENT PENSION PLAN FOR EMPLOYEES OF TRANS-LUX CORPORATION AND CERTAIN OF ITS SUBSIDIARIES AND/OR AFFILIATES AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001 WHEREAS, Trans-Lux Corporation ("Company") maintains the Retirement Pension Plan for Employees of Trans-Lux Corporation and Certain of Its Subsidiaries and/or Affiliates ("Plan"), as amended and restated effective January 1, 2001; and WHEREAS, in accordance with the power reserved to it in Section 15.1 of the Plan, the Board of Directors of the Company may amend the Plan from time to time, subject to certain conditions not now relevant; and WHEREAS, the Company deems it advisable to amend the Plan at this time to comply with the provisions of the Pension Protection Act of 2006 and recent changes to the regulations under Section 415 of the Internal Revenue Code; NOW, THEREFORE, be it RESOLVED, that the Plan be, and it hereby is, amended as follows: 1. Section 1.16 of the Plan is hereby amended, effective as of January 1, 2008, by adding the following sentence at the end of the final sentence thereof: "Statutory compensation shall also include amounts required to be recognized under the provisions of U.S. Treasury Department regulation 1.415(c)-2(e)." 2. Section 4.3 of the Plan is hereby amended, effective as of January 1, 2008, to read in its entirety as follows: "4.3 Maximum Benefits ---------------- (a) The following provisions of this Section reflecting the increased limitations of Section 415(b) of the Code effective on and after January 1, 2002 shall apply to all current -1- and former Members (with benefits limited by Section 415(b) of the Code) who have an Accrued Benefit under the Plan immediately prior to January 1, 2002 (other than an Accrued Benefit resulting from a benefit increase solely as a result of the increases in limitations under Section 415(b)). (b) Notwithstanding any other provision of the Plan, the annual benefit to which a Member is entitled under the Plan shall not, in any calendar year, which shall be the limitation year, be in an amount which would exceed the applicable limitations under Section 415 of the Code and regulations thereof. If the benefit payable under the Plan would (but for this Section) exceed the limitations of Section 415 of the Code by reason of a benefit payable under another defined benefit plan aggregated with this Plan under Code Section 415(f), the benefit under this Plan shall be reduced only after all reductions have been made under such other plan. As of January 1 of each calendar year commencing on or after January 1, 2002, the dollar limitation as determined by the Commissioner of Internal Revenue for that calendar year shall become effective as the maximum permissible dollar amount of benefit payable under the Plan during the limitation year ending within that calendar year including benefits payable to Members who retired prior to that limitation year. (c) The term "compensation" for purposes of applying the applicable limitations under Section 415 of the Code with respect to any Member shall mean compensation from the Company or any Affiliated Employer as defined in U.S. Treasury Department regulations 1.415(c)-2(d)(4) (i.e., information required to be reported under sections 6041, 6051 and 6052 of the Code ("W-2 Pay") plus amounts that would be included in wages but for an election under Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) of the Code). The term "compensation" shall also include amounts required to be recognized under the provisions of U.S. Treasury Department regulation 1.415(c)-2(e) and amounts permitted to be recognized under the provisions of U.S. Treasury Department regulation 1.415(c)-2(e)(2)." 3. A new Section 4.5 is hereby added to the Plan, effective as of January 1, 2009, to read in its entirety as follows: "4.5 Accruals After Benefit Commencement ----------------------------------- -2- Notwithstanding anything in this Plan to the contrary, the Salary of a Member who has elected to have his benefit commence under this Plan after attaining his Normal Retirement Age but before he terminates his employment with the Company and all Affiliated Employers shall be disregarded for all purposes of this Section IV. However, a Member whose benefit is required to commence in accordance with the provisions of Section 11.1 of the Plan shall not be treated as having elected to have his benefits commence for purposes of this Section." 4. Section 6.1(b) of the Plan is hereby amended, effective as of January 1, 2008, to read in its entirety as follows: "(b) Joint and Survivorship Annuity: An actuarially reduced monthly life annuity payable to the Member at his Retirement Commencement Date and providing for the continuation of such reduced retirement benefit in an amount equal to 100%, 75%, 66-2/3% or 50% of such reduced retirement benefit, to the Contingent Annuitant for as long as the Contingent Annuitant lives. Under this option, the amount of reduction in the retirement benefit depends upon the age of the Member and the Contingent Annuitant at the date the benefit is to commence and the amount of the continuing payment elected as stated in Appendix A." 5. Section 10.2 of the Plan is hereby amended, effective as of January 1, 2008, to read in its entirety as follows: "10.2 The Pension Committee shall determine that a Participant is totally and permanently disabled if the Participant is in receipt of a Social Security disability benefit." 6. Section 11.1 of the Plan is hereby amended, effective as of January 1, 2008, to read in its entirety as follows: "11.1 Commencement of Payment ----------------------- Unless a Member elects otherwise, the payment to him of his retirement benefit shall begin not later than the 60th day after the close of the Plan Year in which occurs the later of: -3- (a) the Member's Normal Retirement Date, or (b) the fifth anniversary of the Member's participation in the Plan, or (c) the date the Member terminates his service with the Company. In no event, however, shall a retirement benefit becoming payable under this Plan commence later than the April 1 following the calendar year in which the Member attains age 70-1/2. In the event a Member's benefit otherwise required to commence on the Member's Normal Retirement Date is delayed because the Pension Committee is unable to locate the Member or for any other reason, the Pension Committee shall commence payment within 90 days after the date the Member is located. Unless the Member elects an optional form of payment in accordance with the provisions of Section 6.1, payment shall be in the normal (automatic) form as set forth in Section V applicable to the Member on his Annuity Starting Date. The benefit payable to the Member as of his Annuity Starting Date shall be in the amount that would have been payable to the Member if payments had commenced on the Member's Normal Retirement Date ("retroactive Annuity Starting Date") in the form elected by the Member under the provisions of Section 5.1, 5.2 or 6.1, as applicable; plus one lump sum payment equal to the sum of the monthly payments the Member would have received during the period beginning on his Normal Retirement Date and ending with the month preceding his Annuity Starting Date, together with interest at the rate of 6.5 percent per annum, compounded annually. The amount of the monthly payments shall be determined as of the Member's Normal Retirement Date on the basis of the single life annuity form of payment. The lump sum shall be paid on or as soon as practicable following the date the Member's Pension commences. 7. Section 11.2 of the Plan is hereby amended, effective as of March 25, 2005, to read in its entirety as follows: "11.2 Payment of Lump Sum Benefits ---------------------------- Notwithstanding any other provision of the Plan, a Member's benefit shall be payable in a lump sum payment as follows: -4- (i) If the present value of the Member's benefit amounts to $1,000 or less as of his Retirement Commencement Date, a lump sum payment equal to the present value of the benefit shall be made in lieu of all benefits. (ii) If the present value of the Member's benefit exceeds $1,000 but does not exceed $5,000, the only form of payment he may elect is a lump sum payment. He may elect to receive the lump sum payment as soon as practicable following his termination of employment or as of the first day of any later month that precedes his Normal Retirement Date. Spousal consent to the Member's election of the lump sum is not required. The present value of the Member's benefit and amount of a lump sum payment payable under this paragraph shall be determined by using the IRS Mortality Table and the IRS Interest Rate in Appendix A and, in the case of a lump sum benefit payable prior to a Member's Normal Retirement Date, shall be of equivalent value to the benefit which would otherwise have been provided commencing at the Member's Normal Retirement Date. In the event the present value of a Member's benefit exceeds $1,000 upon an initial determination as to its present value, the present value of the benefit shall be redetermined annually as of the first day of each subsequent Plan Year. The lump sum payment shall be made as soon as practicable following the determination that the amount qualifies for distribution under this paragraph." 8. Section 11.4 of the Plan is hereby amended, effective as of January 1, 2004, to read in its entirety as follows: "11.04 Distribution Requirements ------------------------- -5- Notwithstanding any other provision of this Plan, all distributions from this Plan shall conform to Section 401(a)(9) of the Code, U.S. Treasury Department Regulation Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, and the incidental death benefit requirements of Section 401(a)(9)(G) of the Code. Further, such regulations shall override any plan provision that is inconsistent with Section 401(a)(9) of the Code. If a Member dies after Pension payments have commenced, any payments continuing on to his spouse or Beneficiary shall be distributed at least as rapidly as under the method of distribution being used as of the Member's date of death. All distributions shall be subject to the following rules: (a) Any additional benefits accruing to a Member in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues. (b) If the Member's benefit is being distributed in the form of a joint and survivor annuity for the joint lives of the Member and a non-spouse beneficiary, annuity payments to be made on or after the Member's required beginning date to the designated beneficiary after the Member's death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Member using the table set forth in Q&A-2 of Section 1.401(a)(9)-6T of the U.S. Treasury Department regulations. If the form of distribution combines a joint and survivor annuity for the joint lives of the Member and a non-spouse beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated beneficiary after the expiration of the period certain. If the Annuity Starting Date precedes the year in which the Member reaches age 70, in determining the applicable percentage, the Member/Beneficiary age difference is reduced by the number of years that the Member is younger than age 70. (c) If the Member's benefit is being distributed in the form of a period certain and life annuity option, the period certain may not exceed the applicable distribution period for the Member under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations for the calendar year that contains the Annuity Starting Date. If the Annuity Starting Date precedes the year in which the Member reaches age 70, the applicable distribution period for the Member is the distribution period for age 70 under -6- the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations plus the excess of 70 over the age of the Member as of the Member's birthday in the year that contains the Annuity Starting Date. (d) For purposes of this Section, the following definitions shall apply: (i) Designated beneficiary. The individual who is designated as the beneficiary under Section 1.8 is the designated beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-4 of the Treasury regulations. (ii) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Member's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Member's required beginning date. (iii) Life expectancy. Life expectancy as computed using the Single Life Table in Section 1.401(a)(9)-9, Q & A-1 of the Treasury regulations. (iv) Required beginning date. The date specified in Section 11.1." 9. Section 11.5 of the Plan is hereby amended, effective as of January 1, 2008, to read in its entirety as follows: "11.5 Direct Rollover Distribution ---------------------------- (a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Pension Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. (b) The following definitions apply to the terms used in this Section 11.5: -7- (i) "Eligible rollover distribution" means any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: (A) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; and (B) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code. (ii) "Eligible retirement plan" means any of the following types of plans that accept the distributee's eligible rollover distribution: (A) a qualified plan described in Section 401(a) of the Code; (B) an annuity plan described in Section 403(a) of the Code; (C) an individual retirement account or individual retirement annuity described in Section 408(a) or 408(b) of the Code, respectively; (D) an annuity contract described in Section 403(b) of the Code; (E) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; and (F) effective January 1, 2008, a Roth IRA described in Section 408A of the Code. (iii) "Distributee" means an employee or former employee, an employee's or former employee's surviving spouse, and an employee's or former employee's spouse or former spouse who is an alternate payee under a -8- qualified domestic relations order as defined in Section 414(p) of the Code with respect to the interest of such alternate payee); and (iv) "Direct rollover" means a payment by the Plan to the eligible retirement plan specified by the distributee. (c) The Member shall be required to represent to the Pension Committee that any recipient plan is (or is intended to be) an eligible retirement plan and to provide any other reasonable information the Pension Committee shall require (including the name, address and account numbers with respect to a recipient plan). (d) A Member failing to elect the rollover option under this Section 11.5 prior to a Retirement Commencement Date shall be deemed not to have elected a rollover option. (e) The Pension Committee may adopt any reasonable procedures to accomplish the direct rollover, as a trustee to trustee transfer, including distribution in the form of a restricted check payable to a fund or a trustee for the benefit of the Member. (f) Amounts eligible for direct rollover may be distributed to a maximum of three recipient plans. (g) A Member shall be permitted to divide a distribution in the form of a percentage or dollar amount to be rolled over to a recipient plan and the remainder to be received currently by the Member." 10. Section 15.1(d)(iii) of the Plan is hereby amended, effective as of January 1, 2007, to read in its entirety as follows: "(iii) permit the elimination of an optional form of benefit with respect to benefits attributable to Vesting Service prior to the effective date of such amendment. In the case of a retirement type subsidy, this subsection (iii) shall apply only with respect to a Member who satisfies (either prior to or subsequent to the effective date of the amendment) preamendment conditions for such subsidy. Notwithstanding the preceding, the Accrued Benefit of a Member, early retirement benefit, retirement-type subsidy, or optional form of benefit may be reduced to the extent permitted under -9- Section 412(c)(8) of the Code (as it read before the first day of the 2008 Plan Year), Section 412(d)(2) of the Code (as it reads for Plan Years beginning on and after January 1, 2008), or to the extent permitted under the Sections 1.411(d)-(3) and 1.411(d)-(4) of the U.S. Treasury Department regulations." 11. The following new Section 16.2 is hereby added to the Plan, effective as of January 1, 2008, to read in its entirety as follows: "16.2 Limitations Based on Funded Status of the Plan ---------------------------------------------- Notwithstanding any provision of the Plan to the contrary, the following provisions shall apply as required by Section 436(d) of the Code effective for Plan Years beginning on or after January 1, 2008: (a) In no event shall a Member be entitled to receive an unpredictable contingent event benefit under the Plan during any period the payment of such benefit is restricted under the provisions of Section 436(b) of the Code. (b) In the event the Plan's adjusted funding target attainment percentage for a Plan Year is less than 60 percent, benefit accruals shall cease during the period benefit accruals are restricted under the provisions of Section 436(e) of the Code. (c) In the event the Plan's adjusted funding target attainment percentage for a Plan Year falls below the threshold defined under Section 436(d)(1) and/or (3) of the Code, the Trustee shall, as directed by the Company, cease payment of any prohibited payment during the period specified in, and to the extent necessary to comply with the provisions of Section 436(d) of the Code. (d) In no event shall a prohibited payment be paid during any period the Company is a debtor in a case under Title 11, United States Code, or similar federal or state law, to the extent necessary to comply with the provisions of Section 436(d)(2) of the Code. -10- (e) In no event shall an amendment that has the effect of increasing liabilities of the Plan by reason of in creases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable become effective during the period such amendment would violate the provisions of Section 436(c) of the Code. (f) For purposes of this Section, the following terms shall have the following meanings: (i) "Funding target attainment percentage" has the same meaning given such term by Section 430(d)(2) of the Code. (ii) "Adjusted funding target attainment percentage" means the funding target attainment percentage that is determined under subparagraph (i) above increase by each of the amounts under Section 430(d)(2)(A) and (B) of the Code by the aggregate amount of purchases of annuities for employees other than highly compensated employees (as defined in Section 414(q) of the Code) that were made by the Plan during the preceding two years. (iii) "Unpredictable contingent event benefit: means any benefit payable solely by reason of": (A) a plant shutdown (or similar event, as determined by the Secretary of the Treasury); or (B) any event other than the attainment of any age, performance of any service, receipt or derivation of any compensation, or occurrence of death or disability. (iv) "Prohibited payment" means: (A) any payment in excess of the monthly amount payable as a single life annuity (plus any social security supplements described in the last sentence of Section 411(a)(9) of the -11- Code) to any Member or Beneficiary whose Retirement Commencement Date occurs during any period a limitation under subparagraph (b) or (d) above is in effect; (B) any payment for the purchase of an irrevocable commitment from an insurer to pay benefits; or (C) any other payment specified by the Secretary of the Treasury by regulations." 12. Section 19.4 of the Plan is hereby amended, effective as of January 1, 2007, to read in its entirety as follows: "19.4 Vesting ------- (a) An active Member in a Top Heavy Plan shall have a nonforfeitable interest in his Accrued Benefit derived from Company contributions as provided under the following schedule: Years of Vesting Services Nonforfeitable Percentage ------------------------- ------------------------- Less than 2 0% 2 20% 3 40% 4 60% 5 or more 100% Accrued Benefit, for the purposes of this subsection, shall include that portion of Accrued Benefits which the Member earned during all prior Plan Years, whether or not the Plan was a Top Heavy Plan during such prior Plan Years. (b) If a Member has completed fewer than three Years of Vesting Service on or before the last day of the most recent Plan Year for which the Plan was a Top Heavy Plan, the vesting provisions of Section 19.4(a) shall continue to be -12- applicable to the portion of his Accrued Benefit determined as of the last day of the Plan Year in which the Plan was a Top Heavy Plan, and Section 9.2(a) shall again be applicable with respect to the remaining portion of his Accrued Benefit; provided, however, that in no event shall the vested percentage of such remaining portion be less than the percentage determined under the above as of the last day of the most recent Plan Year for which the Plan was a Top Heavy Plan." 13. Appendix A, Section (a) of the Plan is hereby amended, effective for distributions commencing on or after January 1, 2008, to read in its entirety as follows: "(a) IRS Interest Rate means, with respect to determining the amount of a benefit with a Retirement Commencement Date on or after January 1, 2008, the interest rate prescribed under Section 417(e)(3)(C) of the Code (as it reads effective on and after the first day of the 2008 Plan Year) as in effect the second full calendar month preceding the applicable Stability Period. IRS Mortality Table means, with respect to determining the amount of a benefit with a Retirement Commencement Date on or after January 1, 2008, the mortality table prescribed under Section 417(e)(3)(B) of the Code (as it reads effective on and after the first day of the 2008 Plan Year). Stability Period means the calendar year in which the Retirement Commencement Date for a distribution occurs." 14. Section (c) of Appendix A of the Plan is hereby amended, effective for distributions commencing on or after January 1, 2008, to read in its entirety as follows: "All options approved by the Pension Committee, including the qualified joint and survivor annuity, the %1000%, 75%, 66? and 50% joint and survivor annuities, 10-year certain annuity and Social Security leveling option are based on an interest rate of 6.5%, compounded annually, and the 94 Group Annuity Reserve mortality table projected to 2002, scale AA, as prescribed by Revenue Ruling 2001-62." -13- 15. Sections (d), (e) and (f) of Appendix A of the Plan are hereby deleted effective as of January 1, 2008, To record the adoption of this amendment to the Plan, Trans-Lux Corporation has authorized its officers to affix its corporate name and seal this 31st day ---- of December, 2008. [CORPORATE SEAL] TRANS-LUX CORPORATIONS Attest: By: /s/ Angela D. Toppi, EVP ------------------------------- ---------------------------- -14- EX-21 3 exhibit21.txt SUBSIDIARIES OF THE COMPANY EXHIBIT 21 SUBSIDIARIES OF THE COMPANY A. As of December 31, 2008 the following are subsidiaries more than 50% owned (included in the consolidated financial statements): Jurisdiction of Percentage Name Incorporation Owned - ------------------------------------------------ --------------- ---------- Trans-Lux Canada Ltd. Canada 100% Trans-Lux Commercial Corporation (formerly West) Utah 100 Trans-Lux Display Corporation Delaware 100 Trans-Lux Experience Corporation New York 100 Trans-Lux Midwest Corporation Iowa 100 Trans-Lux Multimedia Corporation New York 100 Trans-Lux Seaport Corporation New York 100 Trans-Lux Service Corporation New York 100 Trans-Lux Syndicated Programs Corporation New York 100 Trans-Lux Investment Corporation Delaware 100 Trans-Lux Theatres Corporation (1) Texas 100 Trans-Lux Castle Rock Corporation (2) Colorado 100 Trans-Lux Pennsylvania Corporation (2) Pennsylvania 100 Trans-Lux Multi-Media Corporation Connecticut 100 Trans-Lux Cinema Consulting Corporation (3) California 100 Trans-Lux Real Estate Corporation (3) Texas 100 Trans-Lux Durango Corporation (4) Colorado 100 Trans-Lux Four Corners Corporation (4) New Mexico 100 Trans-Lux Los Lunas Corporation (4) New Mexico 100 Trans-Lux Montezuma Corporation (4) New Mexico 100 Trans-Lux Summit Corporation (4) Colorado 100 Trans-Lux Taos Corporation (4) New Mexico 100 Trans-Lux Valley Corporation (4) Arizona 100 Trans-Lux Wyoming Corporation (4) Wyoming 100 Trans-Lux Movie Operations Corporation (3) Texas 100 Trans-Lux Cocteau Corporation (5) New Mexico 100 Trans-Lux Colorado Corporation (5) Colorado 100 Trans-Lux Desert Sky Corporation (5) Arizona 100 Trans-Lux DreamCatcher Corporation (5) New Mexico 100 Trans-Lux High Five Corporation (5) Colorado 100 Trans-Lux Laramie Corporation (5) Wyoming 100 Trans-Lux Loma Corporation (5) New Mexico 100 Trans-Lux Loveland Corporation (5) Colorado 100 Trans-Lux New Mexico Corporation (5) New Mexico 100 Trans-Lux Skyline Corporation (5) Colorado 100 Trans-Lux Southwest Corporation (5) New Mexico 100 Trans-Lux Starlight Corporation (5) New Mexico 100 Trans-Lux Storyteller Corporation (5) New Mexico 100 (1) Wholly-owned subsidiary of Trans-Lux Investment Corporation. (2) Wholly-owned subsidiary of Trans-Lux Theatres Corporation. (3) Wholly-owned subsidiary of Trans-Lux Multi-Media Corporation. (4) Wholly-owned subsidiary of Trans-Lux Real Estate Corporation. (5) Wholly-owned subsidiary of Trans-Lux Movie Operations Corporation.
COVER 4 filename4.txt TRANS-LUX CORPORATION 26 PEARL STREET NORWALK, CONNECTICUT 06850 April 15, 2009 Securities and Exchange Commission 450 5th Street, N.W. Judiciary Plaza Washington, D.C. 20549-1004 Dear Sirs: Pursuant to regulations of the Securities and Exchange Commission, submitted herewith is the filing of Form 10-K dated and executed April 15, 2009. An amendment to this Form 10-K will be filed by April 30, 2009. This filing is being effected by direct transmission to the Commission's EDGAR System. Very truly yours, Angela D. Toppi Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----