8-K 1 tx8k021810.txt FORM 8-K DATED FEBRUARY 18, 2010 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): February 16, 2010 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.) 26 Pearl Street, Norwalk, CT 06850-1647 --------------------------------------------------- (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.) 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: [ ] 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 Principal Officers; Election of Directors; Appointment of Principal Officers Trans-Lux Corporation entered into an employment agreement on February 16, 2010 with J.M. Allain as the Company's new President and Chief Executiave Officer to succeed Michael R. Mulcahy who retired December 31, 2009 and issued a press release dated February 18, 2010. A copy of the employment agreement is furnished as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Board granted Mr. Allain 50,000 shares of restricted stock from treasury shares which vest 50% after one year and another 50% after two years, plus the opportunity to earn additional shares as a bonus based on certain performance levels as an inducement to enter into employment. A copy of the restricted stock agreement is furnished as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. 10.1 Employment Agreement with J.M. Allain dated February 16, 2010, filed herewith. 10.2 Restricted Stock Agreement with J.M. Allain dated February 16, 2010, filed herewith. 99.1 Press release dated February 18, 2010. 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 by: /s/ Todd Dupee ----------------------------- Todd Dupee Vice President and Controller Dated: February 18, 2010