-----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, SAumnkDgnKOdoHISbvcHVn+s6RLBtxvBOfwHC6rk2kQlDoUD5ZkJhd9TXxcWNPNw ctm2YRhPOomW9O3KcP916w== 0000099106-10-000029.txt : 20100709 0000099106-10-000029.hdr.sgml : 20100709 20100709144840 ACCESSION NUMBER: 0000099106-10-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100702 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100709 DATE AS OF CHANGE: 20100709 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: 10946114 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 8-K 1 tx8k070910.txt CURRENT REPORT 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): July 2, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 2, 2010 the Corporation received a letter from the NYSE Amex LLC ("Exchange") advising that the Corporation is not in compliance with two of the Exchange's continued listing standards. Specifically, the Corporation is not in compliance with Section 1003(a)(iii) of the Exchange's Company Guide in that it has stockholder equity at March 31, 2010 of less than $6.0 million and losses from continuing operations and net losses in its five most recent fiscal years and Section 1003(a)(iv) of the Company Guide in that it is financially impaired. The Exchange stated in its letter that in order to maintain its listing, the Corporation must submit a plan by August 2, 2010 addressing how it intends to regain compliance with Section 1003(a)(iv) regarding financial impairment by January 4, 2011 and Section 1003(a)(iii) on stockholder equity and losses within 18 months or January 4, 2012 (the "Plan"). The Corporation intends to request additional time to submit the Plan. If the Plan is not submitted or not accepted, the Corporation will be subject to delisting proceedings. Furthermore, if the Plan is accepted and the Corporation is not in compliance with the continued listing standards by January 4, 2011 or if the Corporation does not make progress consistent with the Plan during the time periods, the Exchange staff will initiate delisting proceedings as appropriate. A press release pursuant to Section 402 of the Corporation Guide was required and issued as set forth in Exhibit 99.1 to this report. The Corporation is preparing a reverse stock split proposal for approval by stockholders at the Annual Meeting of Stockholders to be held later this year. If approved and the Corporation suspends its reporting obligations to the Securities and Exchange Commission, it would be grounds for delisting under Section 1003(b) and (f) of the Company Guide and the Corporation might then voluntary delist. Item 8.01 Other Events. The Corporation entered into a joint venture agreement on June 20, 2010 with a People's Republic of China company to establish a cooperative venture limited liability company in the People's Republic of China. The purpose is to engage in research, engineering, development, manufacturing, sale and distribution of LED lamps, LED digital signage and LED lighting or similar products, setting up a research center and factory in the People's Republic of China and related matters. The Corporation will issue 300,000 shares of Class A Stock to the partner subject to approval of the nonvoting Class A Stock at the Corporation's Annual Meeting of Stockholders to be held later this year. It is intended such issuance shall be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended in a transaction by an issuer not involving any public offering. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 On July 9, 2010, Trans-Lux Corporation issued a press release announcing receipt of a letter from the NYSE Amex advising that the Corporation is not in compliance with two of the Exchange's continued listing standards. 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 Date: July 9, 2010 EX-99.1 2 pressrelease070910.txt PRESS RELEASE DATED 07/09/10 Exhibit 99.1 News from Trans-Lux - ----------------------------------------------------------- 26 Pearl Street Norwalk, CT 06850 203.853.4321 FOR IMMEDIATE RELEASE For Further Information Contact: Angela D. Toppi Executive Vice President & CFO 203.642.5903 TRANS-LUX RECEIVES NYSE Amex NOTICE OF NON-COMPLIANCE NORWALK, CT., July 9, 2010 - Trans-Lux Corporation (NYSE Amex: TLX), a leading supplier of programmable electronic information displays, today announced that on July 2, 2010 the Company received a letter from the NYSE Amex ("Exchange") advising that the Company is not in compliance with two of the Exchange's continued listing standards. Specifically, the Company is not in compliance with Section 1003(a)(iii) of the Exchange's Company Guide in that it has stockholder equity at March 31, 2010 of less than $6.0 million and losses from continuing operations and net losses in its five most recent fiscal years and Section 1003(a)(iv) of the Company Guide in that it is financially impaired. The Exchange stated in its letter that in order to maintain its listing, the Corporation must submit a plan by August 2, 2010 addressing how it intends to regain compliance with Section 1003(a)(iv) regarding financial impairment by January 4, 2011 and Section 1003(a)(iii) on stockholder equity and losses within 18 months or January 4, 2012 (the "Plan"). The Corporation intends to request additional time to submit the Plan. If the Plan is not submitted or not accepted, the Corporation will be subject to delisting proceedings. Furthermore, if the Plan is accepted and the Corporation is not in compliance with the continued listing standards by January 4, 2011 or if the Corporation does not make progress consistent with the Plan during the time periods, the Exchange staff will initiate delisting proceedings as appropriate. About Trans-Lux Trans-Lux Corporation is a leading designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. With a comprehensive offering of LED Large Screen Systems, Fair-Play branded Scoreboards, and Trans Lux Energy LED lighting solutions, Trans Lux Corporation delivers comprehensive digital signage solutions for any size venue's indoor and outdoor display needs. For more information, please visit our web site at www.trans-lux.com. ### -----END PRIVACY-ENHANCED MESSAGE-----