-----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, EL5Y1fY13AXMFnrYv+/Q/4ubdv1qjUZ7h15ETvvlMhVftVw9tkbrA79dfLM09Bb+ kjtCHsztINQvWeBd7RaDmw== 0000099106-10-000056.txt : 20101112 0000099106-10-000056.hdr.sgml : 20101111 20101112163329 ACCESSION NUMBER: 0000099106-10-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101110 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 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: 101187169 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 tx8k111210.txt FORM 8-K DATED NOVEMBER 12, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2010 TRANS-LUX CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-2257 13-1394750 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS 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 (see General Instruction A.2. below): [ ] 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. Trans-Lux Corporation (the "Corporation") received a letter dated November 10, 2010 from NYSE Amex LLC (the "Exchange") informing the Corporation that the Listings Qualifications Panel of the Exchange's Committee on Securities (the "Panel") has affirmed the determination to delist the common stock of the Corporation as of November 17, 2010. The Panel stated that it agreed with the determination of the staff of the compliance department of the Exchange that the Corporation does not meet the Exchange's requirement of at least $6.0 million of stockholders' equity and the Company is currently financially impaired given its default under numerous obligations and working capital deficit. The Corporation may request a review by the full Committee on Securities within 15 calendar days from November 10, 2010, however, such a request will not operate as a stay of the Panel's decision. The Exchange has informed the Corporation, therefore, that it will suspend trading in the Corporation's common stock as soon as practicable in accordance with the Exchange's Company Guide (the "Company Guide") and will file an application with the Securities and Exchange Commission to strike the Corporation's Common Stock from listing and registration on the Exchange when and if authorized in accordance with the Company Guide. The Corporation is currently considering all of its options in light of the Panel's decision, including but not limited to, requesting that the full Committee on Securities review the decision of the Panel. On November 12, 2010, the Corporation issued a press release disclosing the Corporation's receipt of the letter and the other matters discussed herein. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 Press release dated November 12, 2010 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, 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: November 12, 2010 EX-99.1 2 pressrelease111210.txt PRESS RELEASE REGARDING NYSE AMEX DELISTING APPEAL 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 NOT SUCCESSFUL IN NYSE AMEX DELISTING APPEAL NORWALK, CT., November 12, 2010 - Trans-Lux Corporation (NYSE Amex: TLX), a leading supplier of programmable electronic information displays, today announced that it received a letter dated November 10, 2010 from NYSE Amex LLC (the "Exchange") informing it that the Listings Qualifications Panel of the Exchange's Committee on Securities (the "Panel") has affirmed the determination to delist Trans-Lux's Common Stock as of November 17, 2010. Trans-Lux may request a review by the full Committee on Securities within 15 calendar days from November 10, 2010, however, such a request will not operate as a stay of the Panel's decision. The Exchange, therefore, has informed Trans-Lux that it will suspend trading in Trans-Lux's Common Stock as soon as practicable and will file an application with the Securities and Exchange Commission to strike Trans-Lux's Common Stock from listing and registration on the Exchange when and if authorized. The delisting also extends to the Company's 8.25% Limited Convertible Senior Subordinated Notes (CUSIP 893247AE6) set to mature in 2012. J.M. Allain, Trans-Lux's Chief Executive Officer, advised, "We are very disappointed to lose our listing after 85 years with the Exchange. The loss will make our turnaround efforts more difficult. The key was and continues to be the debt holders of the company who have failed to engage in negotiations over a restructuring of their notes in a fair and equitable way. The Company has indicated to the 8.25% Note Holders, for instance, that they would receive a substantial premium over the current market value in a restructuring. Many Note Holders are apparently holding out for more. They fail to understand that the Company will not offer more and that they will get much less in an in-court restructuring." Trans-Lux is considering all of its options, including a possible appeal. They also have not ruled out a Chapter 11 filing to implement the restructuring plan that is currently on the table with the creditors. "I have always maintained that everyone loses in a bankruptcy, but the creditors will force my hand if they continue to impede our restructuring efforts," Mr. Allain concluded. 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. Safe Harbor Statement under the Private Securities Reform Act of 1995 Trans-Lux may, from time to time, provide estimates as to future performance. These forward-looking statements will be estimates, and may or may not be realized by Trans-Lux. Trans-Lux undertakes no duty to update such forward-looking statements. Many factors could cause actual results to differ from these forward-looking statements, including loss of market share through competition, introduction of competing products by others, pressure on prices from competition or purchasers of Trans-Lux's products, interest rate and foreign exchange fluctuations, terrorist acts and war. ### -----END PRIVACY-ENHANCED MESSAGE-----