0000099106-11-000011.txt : 20110623
0000099106-11-000011.hdr.sgml : 20110623
20110623172348
ACCESSION NUMBER: 0000099106-11-000011
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20110617
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20110623
DATE AS OF CHANGE: 20110623
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: 11928494
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
tx8k062311.txt
FORM 8-K DATED JUNE 23, 2011
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): June 17, 2011
TRANS-LUX CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
Delaware 1-2257 13-1394750
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(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 1.01 Entry into a Material Definitive Agreement.
On June 17, 2011, Trans-Lux Corporation entered into a Subscription
Agreement with Hackel Family Associates LLC (the "Subscriber") for
a private placement consisting of $650,000 of 4.0% secured notes of
the Company (the "Notes") pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder. In connection with the purchase of the Notes, the
Subscriber received a five-year warrant (the "Warrant") to purchase
1,000,000 shares of Common Stock of the Company at an exercise
price of $1.00, subject to adjustment as provided in the Warrant.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
and Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Form 8-K is
incorporated herein by reference.
Item 8.01 Other Events.
On June 23, 2011, Trans-Lux Corporation issued a press release
announcing that the Board of Directors of Trans-Lux Corporation
approved a comprehensive restructuring and re-capitalization
package. 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 Form of Subscription Agreement between Trans-Lux Corporation
and Hackel Family Associates LLC.
10.2 Form of Common Stock Purchase Warrant.
99.1 Press release dated June 23, 2011.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and in the press release
attached hereto may constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are made on the basis of the current beliefs, expectations and
assumptions of the management of the Company and are subject to significant
risks and uncertainty. Investors are cautioned not to place undue reliance on
any such forward-looking statements. All such forward-looking statements speak
only as of the date they are made, and the Company does not undertake any
obligation to update or revise these statements, whether as a result of new
information, future events or otherwise.
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
Date: June 23, 2011
EX-10
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subscription.txt
SUBSCRIPTION AGREEMENT
Exhibit 10.1
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") made as of the last date set
forth on the signature page hereof between Trans-Lux Corporation, a Delaware
corporation (the "Company"), and Hackel Family Associates LLC (the
"Subscriber").
W I T N E S S E T H:
WHEREAS, the Company is conducting a private offering (the "Offering")
to the Subscriber for which R.F. Lafferty & Co., Inc. is acting as placement
agent (the "Placement Agent"), consisting of a maximum of $650,000 of 4.0%
secured notes of the Company (the "Notes"), pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act") and Rule 506
promulgated thereunder; and
WHEREAS, in connection with the purchase of the Notes, Subscriber will
receive a five-year warrant (the "Warrant", and collectively with the Note, the
"Securities") to purchase 1,000,000 shares of Common Stock of the Company at an
exercise price of $1.00 per share (subject to adjustment as provided in the
Warrant)(the "Exercise Price"); and
WHEREAS, the Subscriber desires to purchase such principal amount of
Note as set forth on the signature page hereof on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
representations and covenants hereinafter set forth, the parties hereto do
hereby agree as follows:
I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER
---------------------------------------------------------
1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase from the Company, and
the Company agrees to sell to the Subscriber, the principal amount of Notes as
is set forth on the signature page hereof. The purchase price is payable by
wire transfer to the Company as follows:
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1.2 The Subscriber recognizes that the purchase of the Securities
involves a high degree of risk including, but not limited to, the following:
(a) the Company requires substantial funds in addition to the proceeds of the
Offering; (b) an investment in the Company is highly speculative, and only
investors who can afford the loss of their entire investment should consider
investing in the Company and the Securities; (c) the Subscriber may not be able
to liquidate its investment; (d) transferability of the Securities is extremely
limited; (e) in the event of a disposition, the Subscriber could sustain the
loss of its entire investment; (f) the Company does not anticipate paying any
dividends; and (g) the other risks related to the Company and its business as
set forth in the Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 2011 and its Annual Report on Form 10-K for the fiscal year
ended December 31, 2010.
1.3 The Subscriber represents that the Subscriber is an "accredited
investor" as such term is defined in Rule 501 of Regulation D ("Regulation D")
promulgated under the Securities Act, as indicated by the Subscriber's responses
to the questions contained in Article VII hereof, and that the Subscriber is
able to bear the economic risk of an investment in the Securities.
1.4 The Subscriber hereby acknowledges and represents that (a) the
Subscriber has knowledge and experience in business and financial matters, prior
investment experience, including investment in securities that are non-listed,
unregistered and/or not traded on a national securities exchange or the
Subscriber has employed the services of a "purchaser representative" (as defined
in Rule 501 of Regulation D), attorney and/or accountant to read all of the
documents furnished or made available by the Company both to the Subscriber and
to all other prospective investors in the Securities to evaluate the merits and
risks of such an investment on the Subscriber's behalf; (b) the Subscriber
recognizes the highly speculative nature of this investment; and (c) the
Subscriber is able to bear the economic risk that the Subscriber hereby assumes.
1.5 The Subscriber hereby acknowledges receipt and careful review of
this Agreement, the Note, the Warrant and all other exhibits thereto
(collectively referred to as the "Offering Materials") and hereby represents
that the Subscriber has been furnished by the Company during the course of the
Offering with all information regarding the Company, the terms and conditions of
the Offering and any additional information that the Subscriber has requested or
desired to know, and has been afforded the opportunity to review the Company's
SEC Reports (as defined below) and to ask questions of and receive answers from
duly authorized officers or other representatives of the Company concerning the
Company and the terms and conditions of the Offering; provided, however that no
investigation performed by or on behalf of the Subscriber shall limit or
otherwise affect its right to rely on the representations and warranties of the
Company contained herein.
1.6 (a) In making the decision to invest in the Securities the
Subscriber has relied solely upon the information provided by the Company in the
Offering Materials. To the extent necessary, the Subscriber has retained, at
its own expense, and relied upon appropriate professional advice regarding the
investment, tax and legal merits and consequences of this Agreement and the
purchase of the Securities hereunder. The Subscriber disclaims reliance on any
statements made or information provided by any person or entity in the course of
Subscriber's consideration of an investment in the Securities other than the
Offering Materials.
(b) The Subscriber represents that (i) the Subscriber was contacted
regarding the sale of the Securities by the Company (or another person whom the
Subscriber believed to be an authorized agent or representative thereof) with
whom the Subscriber had a
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prior substantial pre-existing relationship and (ii) it did not learn of the
offering of the Securities by means of any form of general solicitation or
general advertising, and in connection therewith, the Subscriber did not (A)
receive or review any advertisement, article, notice or other communication
published in a newspaper or magazine or similar media or broadcast over
television or radio, whether closed circuit, or generally available; or (B)
attend any seminar meeting or industry investor conference whose attendees were
invited by any general solicitation or general advertising.
1.7 The Subscriber hereby acknowledges that the Offering has not been
reviewed by the United States Securities and Exchange Commission (the "SEC") nor
any state regulatory authority since the Offering is intended to be exempt from
the registration requirements of Section 5 of the Securities Act, pursuant to
Regulation D. The Subscriber understands that the Securities have not been
registered under the Securities Act or under any state securities or "blue sky"
laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of
the Securities unless they are registered under the Securities Act and under any
applicable state securities or "blue sky" laws or unless an exemption from such
registration is available.
1.8 The Subscriber understands that the Securities have not been
registered under the Securities Act by reason of a claimed exemption under the
provisions of the Securities Act that depends, in part, upon the Subscriber's
investment intention. In this connection, the Subscriber hereby represents that
the Subscriber is purchasing the Securities for the Subscriber's own account for
investment and not with a view toward the resale or distribution to others;
provided, however, that nothing contained herein shall constitute an agreement
by the Subscriber to hold the Securities for any particular length of time and
the Company acknowledges that the Subscriber shall at all times retain the right
to dispose of its property as it may determine in its sole discretion, subject
to any restrictions imposed by applicable law. The Subscriber, if an entity,
further represents that it was not formed for the purpose of purchasing the
Securities.
1.9 The Subscriber consents to the placement of a legend on any
certificate or other document evidencing the Securities and, when issued, the
shares of Common Stock issuable upon exercise of the Warrant (the "Warrant
Shares") that such securities have not been registered under the Securities Act
or any state securities or "blue sky" laws and setting forth or referring to the
restrictions on transferability and sale thereof contained in this Agreement.
The Subscriber is aware that the Company will make a notation in its appropriate
records with respect to the restrictions on the transferability of such
Securities. The legend to be placed on each certificate shall be in form
substantially similar to the following:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
OR ANY STATE SECURITIES OR "BLUE SKY LAWS," AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE
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COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED."
1.10 The Subscriber hereby represents that the address of the Subscriber
furnished by Subscriber on the signature page hereof is the Subscriber's
principal residence if Subscriber is an individual or its principal business
address if it is a corporation or other entity.
1.11 The Subscriber represents that the Subscriber has full power and
authority (corporate, statutory and otherwise) to execute and deliver this
Agreement and to purchase the Securities. This Agreement constitutes the legal,
valid and binding obligation of the Subscriber, enforceable against the
Subscriber in accordance with its terms.
1.12 If the Subscriber is a corporation, partnership, limited liability
company, trust, employee benefit plan, individual retirement account, Keogh
Plan, or other tax-exempt entity, it is authorized and qualified to invest in
the Company and the person signing this Agreement on behalf of such entity has
been duly authorized by such entity to do so.
1.13 The Subscriber acknowledges that if he or she is a Registered
Representative of a Financial Industry Regulatory Authority ("FINRA") member
firm, he or she must give such firm the notice required by the FINRA's Rules of
Fair Practice, receipt of which must be acknowledged by such firm in Section 7.4
below.
II. REPRESENTATIONS BY AND COVENANTS OF THE COMPANY
-----------------------------------------------
The Company hereby represents and warrants to the Subscriber that:
2.1 Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has full corporate power and authority to own and
use its properties and its assets and conduct its business as currently
conducted. Each of the Company's subsidiaries (the "Subsidiaries") is an entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation with the requisite corporate power and
authority to own and use its properties and assets and to conduct its business
as currently conducted, except where the failure to remain in good standing
would not result in a Material Adverse Effect as defined in this Section 2.1
Neither the Company, nor any of its Subsidiaries is in violation of any of the
provisions of their respective articles of incorporation, by-laws or other
organizational or charter documents, including, but not limited to the Charter
Documents (as defined below). Each of the Company and, to the Company's best
knowledge, each its Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation in each jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as
the case may be, would not result in a direct and/or indirect (i) material
adverse effect on the legality, validity or enforceability of any of the
Securities and/or this Agreement, (ii) material adverse effect on the results of
operations, assets, business, condition (financial and other) or prospects of
the Company and its Subsidiaries, taken as a whole, or (iii) material adverse
effect on the Company's ability to perform in any material respect on a timely
basis its obligations under the Transaction Documents (as defined below) (any of
(i), (ii) or (iii), a "Material Adverse Effect").
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2.2 Capitalization and Voting Rights. The authorized, issued and
outstanding capital stock of the Company is as set forth in Schedule 2.2 hereto
and all issued and outstanding shares of capital stock of the Company are
validly issued, fully paid and nonassessable. Except as set forth in Schedule
2.2 hereto, (i) there are no outstanding securities of the Company or any of its
Subsidiaries which contain any preemptive, redemption or similar provisions, nor
is any holder of securities of the Company or any Subsidiary entitled to
preemptive or similar rights arising out of any agreement or understanding with
the Company or any Subsidiary by virtue of any of the Transaction Documents, and
there are no contracts, commitments, understandings or arrangements by which the
Company or any of its Subsidiaries is or may become bound to redeem a security
of the Company or any of its Subsidiaries; (ii) neither the Company nor any
Subsidiary has any stock appreciation rights or "phantom stock" plans or
agreements or any similar plan or agreement; and (iii) there are no outstanding
options, warrants, agreements, convertible securities, preemptive rights or
other rights to subscribe for or to purchase or acquire, any shares of capital
stock of the Company or any Subsidiary or contracts, commitments,
understandings, or arrangements by which the Company or any Subsidiary is or may
become bound to issue any shares of capital stock of the Company or any
Subsidiary, or securities or rights convertible or exchangeable into shares of
capital stock of the Company or any Subsidiary. Except as set forth in Schedule
2.2 and as otherwise required by law, there are no restrictions upon the voting
or transfer of any of the shares of capital stock of the Company pursuant to the
Company's Charter Documents (as defined below) or other governing documents or
any agreement or other instruments to which the Company is a party or by which
the Company is bound. All of the issued and outstanding shares of capital stock
of the Company are validly issued, fully paid and nonassessable and the shares
of capital stock of the Subsidiaries are owned by the Company, free and clear of
any mortgages, pledges, liens, claims, charges, encumbrances or other
restrictions (collectively, "Encumbrances"). All of such outstanding capital
stock has been issued in compliance with applicable federal and state securities
laws. The issuance and sale of the Securities and, upon issuance, the Warrant
Shares, as contemplated hereby will not obligate the Company to issue shares of
Common Stock or other securities to any other person (other than the Subscriber)
and will not result in the adjustment of the exercise, conversion, exchange or
reset price of any outstanding security. The Company does not have outstanding
stockholder purchase rights or "poison pill" or any similar arrangement in
effect giving any person the right to purchase any equity interest in the
Company upon the occurrence of certain events.
2.3 Authorization; Enforceability. Except as set forth in Schedule 2.3
hereto, the Company has all corporate right, power and authority to enter into,
execute and deliver this Agreement and each other agreement, document,
instrument and certificate to be executed by the Company in connection with the
consummation of the transactions contemplated hereby, including, but not limited
to the Warrants (collectively, the "Transaction Documents") and to perform fully
its obligations hereunder and thereunder. All corporate action on the part of
the Company, its directors and stockholders necessary for the (a) authorization
execution, delivery and performance of this Agreement and the Transaction
Documents by the Company; and (b) authorization, sale, issuance and delivery of
the Securities and upon issuance, the Warrant Shares contemplated hereby and the
performance of the Company's obligations under this Agreement and the
Transaction Documents has been taken. This Agreement and the Transaction
Documents have been duly executed and delivered by the Company and each
5
constitutes a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its respective terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other
equitable remedies, and to limitations of public policy. The Note and Warrant
Shares, when issued and fully paid for in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable, free and clear
of all Encumbrances, except for restrictions on transfer set forth in the
Transaction Documents or imposed by applicable securities laws. The Company has
reserved a sufficient number of shares of Common Stock for issuance upon the
exercise of the Warrants, free and clear of all Encumbrances, except for
restrictions on transfer set forth in the Transaction Documents or imposed by
applicable securities laws. The issuance and sale of the Securities (including
the Warrant Shares) contemplated hereby will not give rise to any preemptive
rights or rights of first refusal on behalf of any person.
2.4 No Conflict; Governmental Consents.
----------------------------------
(a) Except as set forth in Schedule 2.4 hereto, the execution and
delivery by the Company of this Agreement and the Transaction Documents, the
issuance and sale of the Securities (including, when issued, the Warrant Shares)
and the consummation of the other transactions contemplated hereby or thereby do
not and will not (i) result in the violation of any law, statute, rule,
regulation, order, writ, injunction, judgment or decree of any court or
governmental authority to or by which the Company is bound, (ii) conflict with
or violate any provision of the Company's Articles of Incorporation (the
"Articles"), as amended or the Bylaws, (and collectively with the Articles, the
"Charter Documents") of the Company, and (iii) conflict with, or result in a
material breach or violation of, any of the terms or provisions of, or
constitute (with or without due notice or lapse of time or both) a default or
give to others any rights of termination, amendment, acceleration or
cancellation (with or without due notice, lapse of time or both) under any
agreement, credit facility, lease, loan agreement, mortgage, security agreement,
trust indenture or other agreement or instrument to which the Company or any
Subsidiary is a party or by which any of them is bound or to which any of their
respective properties or assets is subject, nor result in the creation or
imposition of any Encumbrances upon any of the properties or assets of the
Company or any Subsidiary.
(b) Except as set forth in Schedule 2.4 hereto, no approval by the
holders of Common Stock, or other equity securities of the Company is required
to be obtained by the Company in connection with the authorization, execution,
delivery and performance of this Agreement and the other Transaction Documents
or in connection with the authorization, issue and sale of the Securities and,
upon issuance, the Warrant Shares, except as has been previously obtained.
(c) Except as set forth in Schedule 2.4 hereto, no consent,
approval, authorization or other order of any governmental authority or any
other person is required to be obtained by the Company in connection with the
authorization, execution, delivery and performance of this Agreement and the
other Transaction Documents or in connection with the authorization, issue and
sale of the Securities and, upon issuance, the Warrant Shares, except such
post-sale filings as may be required to be made with the SEC, FINRA and with any
state or foreign blue sky or securities regulatory authority, all of which shall
be made when required.
6
2.5 Consents of Third Parties TC "4.4 Consents of Third Parties".
Except as set forth in Schedule 2.5 hereto, no vote, approval or consent of any
holder of capital stock of the Company or any other third parties is required or
necessary to be obtained by the Company in connection with the authorization,
execution, deliver and performance of this Agreement and the other Transaction
Documents or in connection with the authorization, issue and sale of the
Securities and, upon issuance, the Warrant Shares, except as previously
obtained, each of which is in full force and effect.
2.6 SEC Reports; Financial Statements. The Company has filed all
reports required to be filed by it under the Securities Act and Securities
Exchange Act of 1934 (the "Exchange Act"), including pursuant to Section 13(a)
or 15(d) thereof, for the twelve months preceding the date hereof (or such
shorter period as the Company was required by law to file such reports) (the
foregoing materials being collectively referred to herein as the "SEC Reports"
and, together with the Schedules to this Agreement (if any), the "Disclosure
Materials") on a timely basis or has timely filed a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the SEC promulgated thereunder, and none of
the SEC Reports, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements of the Company
included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the SEC with respect
thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis during the periods involved, except as may be otherwise
specified in such financial statements or the footnotes thereto, and fairly
present in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments or
adjustments due to the adoption of accounting standards prescribing derivative
liability accounting in connection with anti-dilution protection features found
in certain of its securities issued to investors in the past (such anti-dilution
protection features having been fully disclosed in the Company's previous SEC
Reports).
2.7 Licenses. Except as otherwise set forth in the SEC Reports, the
Company and its Subsidiaries have sufficient licenses, permits and other
governmental authorizations currently required for the conduct of their
respective businesses or ownership of properties and is in all material respects
in compliance therewith.
2.8 Litigation. Except as set forth in the SEC Reports, the Company
knows of no pending or threatened legal or governmental proceedings against the
Company or any Subsidiary which could materially adversely affect the business,
property, financial condition or operations of the Company and its Subsidiaries,
taken as a whole, or which materially and adversely questions the validity of
this Agreement or the other Transaction Documents or the right of the Company to
enter into this Agreement and the other Transaction Documents, or to perform its
obligations hereunder and thereunder. Neither the Company nor any Subsidiary is
7
a party or subject to the provisions of any order, writ, injunction, judgment or
decree of any court or government agency or instrumentality which could
materially adversely affect the business, property, financial condition or
operations of the Company and its Subsidiaries taken as a whole. Except as
disclosed on Schedule 2.8, there is no action, suit, proceeding or investigation
by the Company or any Subsidiary currently pending in any court or before any
arbitrator or that the Company or any Subsidiary intends to initiate. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or since
March 31, 2011 has been the subject of any action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of
fiduciary duty. There has not been, and to the Company's knowledge, there is
not pending or contemplated, any investigation by the SEC involving the Company
or any current or former director or officer of the Company.
2.9 Disclosure. The information set forth in the Offering Materials as
of the date hereof and as of the date of each Closing contains no untrue
statement of a material fact nor omits to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading.
2.10 Investment Company. The Company is not an "investment company"
within the meaning of such term under the Investment Company Act of 1940, as
amended, and the rules and regulations of the SEC thereunder.
2.11 Brokers. Except for the Placement Agent or as set forth on
Schedule 2.11, neither the Company nor any of the Company's officers or
directors has employed or engaged any broker or finder in connection with the
transactions contemplated by this Agreement and no fee or other compensation is
or will be due and owing to any broker, finder, underwriter, placement agent or
similar person in connection with the transactions contemplated by this
Agreement. The Company is not party to any agreement, arrangement or
understanding whereby any person has an exclusive right to raise funds and/or
place or purchase any debt or equity securities for or on behalf of the Company.
2.12 Intellectual Property; Employees.
--------------------------------
(a) The Company owns or possesses sufficient legal rights to all
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for
its business as now conducted and as presently proposed to be conducted, without
any known infringement of the rights of others. Except as disclosed in the
Disclosure Materials , there are no material outstanding options, licenses or
agreements of any kind relating to the foregoing proprietary rights, nor is the
Company bound by or a party to any material options, licenses or agreements of
any kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information and other proprietary rights
and processes of any other person or entity other than such licenses or
agreements arising from the purchase of "off the shelf" or standard products.
Except as disclosed on Schedule 2.12, the Company has not received any written
communications alleging that the Company has violated or, by conducting its
business as presently proposed to be conducted, would violate any of the
patents, trademarks, service marks, trade names, copyrights or trade secrets or
other proprietary rights of any other person or entity.
8
(b) Except as disclosed in the SEC Reports, the Company is not aware
that any of its employees is obligated under any contract (including licenses,
covenants or commitments of any nature) or other agreement, or subject to any
judgment, decree or order of any court or administrative agency, that would
interfere with their duties to the Company or that would conflict with the
Company's business as presently conducted.
(c) Neither the execution nor delivery of this Agreement, nor the
carrying on of the Company's business by the employees of the Company, nor the
conduct of the Company's business as presently conducted, will, to the Company's
knowledge, conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, any contract, covenant or
instrument under which any employee is now obligated.
(d) To the Company's knowledge, no employee of the Company, nor any
consultant with whom the Company has contracted, is in violation of any term of
any employment contract, proprietary information agreement or any other
agreement relating to the right of any such individual to be employed by, or to
contract with, the Company because of the nature of the business conducted by
the Company; and to the Company's knowledge the continued employment by the
Company of its present employees, and the performance of the Company's contracts
with its independent contractors, will not result in any such violation. The
Company has not received any written notice alleging that any such violation has
occurred. Except as disclosed in the Disclosure Materials or on Schedule 2.12,
no employee of the Company has been granted the right to continued employment by
the Company or to any compensation following termination of employment with the
Company except for any of the same which would not have a Material Adverse
Effect on the business of the Company. Except as otherwise disclosed, the
Company is not aware that any officer, key employee or group of employees
intends to terminate his, her or their employment with the Company, nor does the
Company have a present intention to terminate the employment of any officer, key
employee or group of employees.
2.13 Title to Properties and Assets; Liens, Etc. Except as described in
the SEC Reports, the Company has good and marketable title to its properties and
assets, including the properties and assets reflected in the most recent balance
sheet included in the Company's financial statements, and good title to its
leasehold estates, in each case subject to no Encumbrances, other than (a) those
resulting from taxes which have not yet become delinquent; and (b) Encumbrances
which do not materially detract from the value of the property subject thereto
or materially impair the operations of the Company; and (c) those that have
otherwise arisen in the ordinary course of business, none of which are material.
The Company is in compliance with all material terms of each lease to which it
is a party or is otherwise bound.
2.14 Obligations to Related Parties. Except as described in the SEC
Reports, there are no obligations of the Company to officers, directors,
stockholders, or employees of the Company other than (a) for payment of salary
or other compensation for services rendered, (b) reimbursement for reasonable
expenses incurred on behalf of the Company and (c) for other standard employee
benefits made generally available to all employees (including stock option
agreements outstanding under any stock option plan approved by the Board of
Directors of the Company). Except as disclosed in the SEC Reports, none of the
officers or
9
directors of the Company and, to the Company's knowledge, none of the employees
of the Company is presently a party to any transaction with the Company or any
Subsidiary (other than as holders of stock options and/or warrants, and for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
Company's knowledge, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.
2.15 Material Changes. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
the Disclosure Materials, (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material
Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or
otherwise) other than (A) trade payables, accrued expenses and other liabilities
incurred in the ordinary course of business consistent with past practice and
(B) liabilities not required to be reflected in the Company's financial
statements pursuant to generally accepted accounting principles or required to
be disclosed in filings made with the SEC, (iii) the Company has not altered its
method of accounting or the identity of its auditors, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its
stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock, and (v) the Company has not issued any equity
securities to any officer, director or affiliate, except pursuant to existing
Company stock option plans. The Company does not have pending before the SEC
any request for confidential treatment of information.
2.16 Compliance. The Company is in compliance with all effective
requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and
regulations thereunder, that are applicable to it, except where such
noncompliance could not have or reasonably be expected to result in a Material
Adverse Effect.
2.17 No General Solicitation. None of the Company, its Subsidiaries,
any of their affiliates, and any person acting on their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of
Regulation D under the Securities Act) in connection with the offer or sale of
the Securities.
2.18 No Integrated Offering. Except as disclosed in Disclosure
Materials, none of the Company, its Subsidiaries, any of their affiliates, and
any person acting on their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of any of the Securities under the
Securities Act or cause this offering of the Securities to be integrated with
prior offerings by the Company for purposes of the Securities Act or any
applicable stockholder approval provisions, including without limitation, under
the rules and regulations of any exchange or automated quotation system on which
any of the securities of the Company are listed or designated. Except as
disclosed in the Disclosure Materials, none of the Company, its Subsidiaries,
their affiliates and any person acting on their behalf, have taken any action or
steps referred to in the preceding sentence that would require registration of
any of the
10
Securities under the Securities Act or cause the offering of the Securities to
be integrated with other offerings.
2.19 Application of Takeover Protections. The Company has taken all
necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company's
Charter Documents or the laws of its state of incorporation that is or could
become applicable to the Subscriber as a result of the Subscriber and the
Company fulfilling their obligations or exercising their rights under this
Agreement, including, without limitation, the Company's issuance of the
Securities and the Subscriber' ownership of the Securities.
2.20 Taxes. Each of the Company and its subsidiaries has filed all U.S.
federal, state, local and foreign tax returns which are required to be filed by
each of them and all such returns are true and correct in all material respects,
except for such failures to file which could not reasonably be expected to have
a Material Adverse Effect. The Company and each subsidiary has paid all taxes
pursuant to such returns or pursuant to any assessments received by any of them
or by which any of them are obligated to withhold from amounts owing to any
employee, creditor or third party. The Company and each subsidiary has properly
accrued all taxes required to be accrued and/or paid, except where the failure
to accrue would not have a Material Adverse Effect. To the knowledge of the
Company, the tax returns of the Company and its subsidiaries are not currently
being audited by any state, local or federal authorities. Neither the Company
nor any subsidiary has waived any statute of limitations with respect to taxes
or agreed to any extension of time with respect to any tax assessment or
deficiency. The Company has set aside on its books adequate provision for the
payment of any unpaid taxes.
III. TERMS OF SUBSCRIPTION
---------------------
3.1 All funds shall be deposited by Subscriber in the account identified
in Section 1.1 hereof.
3.2 Certificates representing the Warrants purchased by the Subscriber
pursuant to this Agreement will be prepared for delivery to the Subscriber as
soon as practicable, but in no event no later than 5 business days following
closing of the transaction contemplated by this Agreement. The Subscriber
hereby authorizes and directs the Company to deliver the certificates
representing the Warrants purchased by the Subscriber pursuant to this Agreement
directly to the Subscriber's residential or business or brokerage house address
indicated on the signature page hereto.
IV. CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER
-------------------------------------------
4.1 The Subscriber's obligation to purchase the Securities at the
Closing at which such purchase is to be consummated is subject to the
fulfillment on or prior to such Closing of the following conditions, which
conditions may be waived at the option of the Subscriber to the extent permitted
by law:
11
(a) Representations and Warranties; Covenants. The representations
and warranties made by the Company in Section 2 hereof qualified as to
materiality shall be true and correct at all times prior to and on the Closing
Date, except to the extent any such representation or warranty expressly speaks
as of an earlier date, in which case such representation or warranty shall be
true and correct as of such earlier date, and, the representations and
warranties made by the Company in Section 2 hereof not qualified as to
materiality shall be true and correct in all material respects at all times
prior to and on the Closing Date, except to the extent any such representation
or warranty expressly speaks as of an earlier date, in which case such
representation or warranty shall be true and correct in all material respects as
of such earlier date. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the date of such
Closing shall have been performed or complied with in all material respects.
(b) No Legal Order Pending. There shall not then be in effect any
legal or other order enjoining or restraining the transactions contemplated by
this Agreement.
(c) No Law Prohibiting or Restricting Such Sale. There shall not be
in effect any law, rule or regulation prohibiting or restricting such sale or
requiring any consent or approval of any person, which shall not have been
obtained, to issue the Securities (except as otherwise provided in this
Agreement).
(d) Required Consents. The Company shall have obtained any and all
consents, permits, approvals, registrations and waivers necessary or appropriate
for consummation of the purchase and sale of the Securities and the consummation
of the other transactions contemplated by the Transaction Documents, all of
which shall be in full force and effect.
(e) Adverse Changes. Since the date of execution of this Agreement,
no event or series of events shall have occurred that reasonably could have or
result in a Material Adverse Effect.
(f)
(i) Disclosure Schedules. The Company shall have delivered to the
Subscriber a copy of its Disclosure Schedules qualifying any of the
representations and warranties contained in Section 2.
V. COVENANTS OF THE COMPANY
------------------------
5.1 Listing of Securities. The Company agrees, (i) if the Company
applies to have the Common Stock traded on any other trading market, it will
include in such application the Warrant Shares, and will take such other action
as is necessary or desirable to cause the Warrant Shares to be listed on such
other trading market as promptly as possible, and (ii) it will take all action
reasonably necessary to continue the listing and trading of its Common Stock on
a trading market and will comply in all material respects with the Company's
reporting, filing and other obligations under the bylaws or rules of the trading
market.
12
5.2 Reservation of Shares. The Company shall at all times while the
Warrants are outstanding maintain a reserve from its duly authorized shares of
Common Stock of a number of shares of Common Stock sufficient to allow for the
issuance of the Warrant Shares.
5.3 Replacement of Securities. If any certificate or instrument
evidencing any Securities or the Warrant Shares is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable indemnity, if requested. The applicants for a new
certificate or instrument under such circumstances shall also pay any reasonable
third-party costs associated with the issuance of such replacement securities.
If a replacement certificate or instrument evidencing any securities is
requested due to a mutilation thereof, the Company may require delivery of such
mutilated certificate or instrument as a condition precedent to any issuance of
a replacement.
5.4 Indemnification.
---------------
(a) The Company agrees to indemnify and hold harmless the
Subscriber, its affiliates and their respective officers, directors, employees,
agents and controlling persons (collectively, the "Indemnified Parties") from
and against , any and all loss, liability, damage or deficiency suffered or
incurred by any Indemnified Party by reason of any misrepresentation or breach
of warranty by the Company or, after any applicable notice and/or cure periods,
nonfulfillment of any covenant or agreement to be performed or complied with by
the Company under this Agreement, the Transaction Documents; and will promptly
reimburse the Indemnified Parties for all expenses (including reasonable fees
and expenses of legal counsel) as incurred in connection with the investigation
of, preparation for or defense of any pending or threatened claim related to or
arising in any manner out of any of the foregoing, or any action or proceeding
arising therefrom (collectively, "Proceedings"), whether or not such Indemnified
Party is a formal party to any such Proceeding.
(b) If for any reason (other than a final non-appealable judgment
finding any Indemnified Party liable for losses, claims, damages, liabilities or
expenses for its gross negligence or willful misconduct) the foregoing indemnity
is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless, then the Company shall contribute to the amount paid or payable
by an Indemnified Party as a result of such loss, claim, damage, liability or
expense in such proportion as is appropriate to reflect not only the relative
benefits received by the Company on the one hand and the Indemnified Party on
the other, but also the relative fault by the Company and the Indemnified Party,
as well as any relevant equitable considerations.
(c) Each Subscriber agrees to severally and not jointly indemnify,
hold harmless, reimburse and defend the Company, its Subsidiaries and each of
its officers, directors, agents, Affiliates, control persons and principal
shareholders, against any claim, cost, expense, liability, obligation, loss or
damage (including reasonable legal fees) of any nature, incurred by or imposed
upon the Company, its Subsidiary or any such person which results, arises out of
or is based upon (i) any material misrepresentation by the Subscriber or
13
breach of any warranty by the Subscriber in this Agreement or in any Exhibits or
Schedules attached hereto or (ii) after any applicable notice and/or cure
periods, any breach or default in performance by the Subscriber of any covenant
or undertaking to be performed by the Subscriber hereunder, or any other
Transaction Documents entered into by the Company and Subscriber relating
hereto. Notwithstanding the foregoing, in no event shall the liability of the
Subscriber hereunder be greater than the aggregate subscription amount paid for
the Securities as set forth on the signature page hereto.
VI. MISCELLANEOUS
-------------
6.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, or delivered by hand against written receipt therefor,
addressed as follows:
if to the Company, to it at:
Trans-Lux Corporation
26 Pearl Street
Norwalk, CT 06850
Attn: J.M. Allain, President and CEO
With a copy to (which shall not constitute notice):
Trans-Lux Corporation
26 Pearl Street
Norwalk, CT 06850
Attn: Corporate Counsel
if to the Subscriber, to the Subscriber's address indicated on the
signature page of this Agreement.
With a copy to (which shall not constitute notice):
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Attn: Richard A. Friedman, Esq.
Notices shall be deemed to have been given or delivered on the date of receipt.
6.2 Except as otherwise provided herein, this Agreement shall not be
changed, modified or amended except by a writing signed by the parties to be
charged, and this Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by the party to be charged.
14
6.3 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature
among them.
6.4 Upon the execution and delivery of this Agreement by the Subscriber
and the Company, this Agreement shall become a binding obligation of the
Subscriber with respect to the purchase of Securities as herein provided,
subject, however, to the right hereby reserved by the Company to enter into the
same agreements with other Subscribers and to reject any subscription, in whole
or in part, provided the Company returns to Subscriber any funds paid by
Subscriber with respect to such rejected subscription or portion thereof,
without interest or deduction.
6.5 NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY
ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO SUCH STATE'S PRINCIPLES OF CONFLICTS
OF LAW. IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM
FOR RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE
COURTS STATE OF NEW YORK IN AND FOR THE COUNTY OF NEW YORK OR THE FEDERAL COURTS
FOR SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.
6.6 In order to discourage frivolous claims the parties agree that
unless a claimant in any proceeding arising out of this Agreement succeeds in
establishing his claim and recovering a judgment against another party
(regardless of whether such claimant succeeds against one of the other parties
to the action), then the other party shall be entitled to recover from such
claimant all of its/their reasonable legal costs and expenses relating to such
proceeding and/or incurred in preparation therefor.
6.7 The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect. If
any provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provisions shall be deemed dependent upon any other covenant
or provision unless so expressed herein.
15
6.8 It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed, as a waiver of
any subsequent breach by that same party.
6.9 The Company agrees to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Agreement.
6.10 This Agreement may be executed in two or more counterparts each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a ".pdf" format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or ".pdf" signature page were an original thereof.
6.11 Nothing in this Agreement shall create or be deemed to create any
rights in any person or entity not a party to this Agreement.
6.12 In addition to being entitled to exercise all rights provided
herein or granted by law, including recovery of damages, the Subscriber and the
Company will be entitled to specific performance under this Agreement. The
parties agree that monetary damages may not be adequate compensation for any
loss incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of
any such obligation the defense that a remedy at law would be adequate.
VII. CONFIDENTIAL INVESTOR QUESTIONNAIRE
-----------------------------------
7.1 The Subscriber represents and warrants that he, she or it comes
within one category marked below, and that for any category marked, he, she or
it has truthfully set forth, where applicable, the factual basis or reason the
Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS
SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish
any additional information which the Company deems necessary in order to verify
the answers set forth below.
Category A __ The undersigned is an individual (not a partnership, corporation,
etc.) whose individual net worth, or joint net worth with his or
her spouse, presently exceeds $1,000,000.
Explanation. In calculating net worth you may NOT include equity
in personal property and real estate, including your principal
residence.
Category B __ The undersigned is an individual (not a partnership, corporation,
etc.) who had an income in excess of $200,000 in each of the two
most recent years, or joint income with his or her spouse in
excess of $300,000 in each of those years (in each case including
foreign income, tax exempt income and full amount of capital
gains and losses but excluding any income of other family members
and any unrealized capital appreciation) and has a reasonable
expectation of reaching the same income level in the current
year.
16
Category C __ The undersigned is a director or executive officer of the Company
which is issuing and selling the Securities.
Category D __ The undersigned is a bank; a savings and loan association;
insurance company; registered investment company; registered
business development company; licensed small business investment
company ("SBIC"); or employee benefit plan within the meaning of
Title 1 of ERISA and (a) the investment decision is made by a
plan fiduciary which is either a bank, savings and loan
association, insurance company or registered investment advisor,
or (b) the plan has total assets in excess of $5,000,000 or (c)
is a self directed plan with investment decisions made solely by
persons that are accredited investors. (describe entity)
-----------------------------------------------------------------
-----------------------------------------------------------------
Category E __ The undersigned is a private business development company as
defined in section 202(a)(22) of the Investment Advisors Act of
1940. (describe entity)
-----------------------------------------------------------------
-----------------------------------------------------------------
Category F __ The undersigned is either a corporation, partnership,
Massachusetts business trust, or non-profit organization within
the meaning of Section 501(c)(3) of the Internal Revenue Code, in
each case not formed for the specific purpose of acquiring the
Securities and with total assets in excess of $5,000,000.
(describe entity)
-----------------------------------------------------------------
-----------------------------------------------------------------
Category G __ The undersigned is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the
Securities, where the purchase is directed by a "sophisticated
investor" as defined in Regulation 506(b)(2)(ii) under the Act.
Category H _X_ The undersigned is an entity (other than a trust) in which all of
the equity owners are "accredited investors" within one or more
of the above categories. If relying upon this Category alone,
each equity owner must complete a separate copy of this
Agreement. (describe entity)
-----------------------------------------------------------------
-----------------------------------------------------------------
Category I __ The undersigned is not within any of the categories above and is
therefore not an accredited investor.
The undersigned agrees that the undersigned will notify the
Company at any time on or prior to the Closing in the event that
the representations and warranties in this Agreement shall cease
to be true, accurate and complete.
17
7.2 SUITABILITY (please answer each question)
-----------
(a) For an individual Subscriber, please describe your current employment,
including the company by which you are employed and its principal business:
own and operate a brokerage firm, R.F. Lafferty LLC
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(b) For an individual Subscriber, please describe any college or graduate
degrees held by you:
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(c) For all Subscriber, please list types of prior investments:
stock, commodities, bonds, etf, pfd shares, private placement etc.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(d) For all Subscriber, please state whether you have participated in other
private placements before:
------------------
YES___X___ NO_______
(e) If your answer to question (d) above was "YES", please indicate
frequency of such prior participation in private placements of:
------------------
Public or Private Companies
Public Private with no, or insignificant,
Companies Companies assets and operations
--------- --------- ---------------------
Frequently _____X______ ___________ ___________________________
Occasionally ____________ _____X_____ ___________________________
Never ____________ ___________ ___________________________
(f) For individual Subscriber, do you expect your current level of income to
significantly decrease in the foreseeable future:
YES_______ NO___X___
(g) For trust, corporate, partnership and other institutional Subscriber, do
you expect your total assets to significantly decrease in the foreseeable
future:
YES_______ NO_______
(h) For all Subscriber, do you have any other investments or contingent
liabilities which you reasonably anticipate could cause you to need sudden cash
requirements in excess of cash readily available to you:
YES_______ NO___X___
18
(i) For all Subscriber, are you familiar with the risk aspects and the
non-liquidity of investments such as the securities for which you seek to
subscribe?
YES___X___ NO_______
(j) For all Subscriber, do you understand that there is no guarantee of
financial return on this investment and that you run the risk of losing your
entire investment?
YES___X___ NO_______
7.3 MANNER IN WHICH TITLE IS TO BE HELD. (circle one)
-----------------------------------
(a) Individual Ownership
(b) CommSharey Property
(c) Joint Tenant with Right of
Survivorship (both parties
must sign)
(d) Partnership *
(e) Tenants in Common
-----------------------
| (f) Company * |
-----------------------
(g) Trust *
(h) Other *
* If Securities are being subscribed for by an entity, the attached
Certificate of Signatory must also be completed.
7.4 FINRA AFFILIATION.
-----------------
Are you affiliated or associated with an FINRA member firm (please check one):
Yes ____X____ No __________
If Yes, please describe:
with R.F. Lafferty LLC
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
* If Subscriber is a Registered Representative with an FINRA member firm, have
the following acknowledgment signed by the appropriate party:
The undersigned NASD member firm acknowledges receipt of the notice required by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.
R.F. Lafferty LLC
----------------------------------
Name of FINRA Member Firm
By: /s/ Henry Hackel
-------------------------------
Authorized Officer
19
Date: 6/17/2011
----------------------------
7.5 The undersigned is informed of the significance to the Company of
the foregoing representations and answers contained in the Confidential Investor
Questionnaire contained in this Article VII and such answers have been provided
under the assumption that the Company will rely on them.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
20
DOLLAR SUBSCRIPTION $___650,000___
/s/ Henry Hackel
---------------------------------- ----------------------------------
Signature Signature (if purchasing jointly)
Henry Hackel
---------------------------------- ----------------------------------
Name Typed or Printed Name Typed or Printed
Member
---------------------------------- ----------------------------------
Title (if Subscriber is an Entity) Title (if Subscriber is an Entity)
Hackel Family Accoc. LLC
---------------------------------- ----------------------------------
Entity Name (if applicable) Entity Name (if applicable)
179 E 70th St
---------------------------------- ----------------------------------
---------------------------------- ----------------------------------
Address Address
New York, NY 10021
---------------------------------- ----------------------------------
City, State and Zip Code City, State and Zip Code
212-249-2204
---------------------------------- ----------------------------------
Telephone-Business Telephone-Business
---------------------------------- ----------------------------------
Telephone-Residence Telephone-Residence
---------------------------------- ----------------------------------
Facsimile-Business Facsimile-Business
---------------------------------- ----------------------------------
Facsimile-Residence Facsimile-Residence
26-3823839
---------------------------------- ----------------------------------
Tax ID # or Social Security # Tax ID # or Social Security #
Name in which securities should be issued: Hackel Family Assoc. LLC
---------------------------
Dated: June 17 , 2011
---------------------
This Subscription Agreement is agreed to and accepted as of June 17, 2011.
TRANS-LUX CORPORATION
By: /s/ Angela D. Toppi
----------------------------
Name: Angela D. Toppi
Title: Executive Vice President
21
CERTIFICATE OF SIGNATORY
(To be completed if Securities are
being subscribed for by an entity)
I, Henry Hackel, am the Managing Member of Hackel Family Assoc. LLC (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to execute and
carry out the terms of the Subscription Agreement and to purchase and hold the
Note, and certify further that the Subscription Agreement has been duly and
validly executed on behalf of the Entity and constitutes a legal and binding
obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this 17 day of June , 2011
-------- ------------ --
/s/ Henry Hackel
---------------------------------------
(Signature)
22
EX-10
3
warrant.txt
COMMON STOCK PURCHASE WARRANT
Exhibit 10.2
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
TRANS-LUX CORPORATION
Warrant Shares: 1,000,000 Initial Exercise Date: June 17, 2011
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for
value received, Hackel Family Associates LLC or its assigns (the "Holder") is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the
"Initial Exercise Date") and on or prior to the close of business on the five
year anniversary of the Initial Exercise Date (the "Termination Date") but not
thereafter, to subscribe for and purchase from Trans-Lux Corporation, a Delaware
corporation (the "Company"), up to 1,000,000 shares (as subject to adjustment
hereunder, the "Warrant Shares") of Common Stock. The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price,
as defined in Section 2(b).
Section 1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Subscription Agreement
(the "Purchase Agreement"), dated June 17, 2011, among the Company and the
purchasers signatory thereto.
Section 2. Exercise.
a) Exercise of Warrant. Exercise of the purchase rights represented by
this Warrant may be made, in whole or in part, at any time or times on or
after the Initial Exercise Date and on or before the Termination Date by
delivery to the Company (or such other office or agency of the Company as it
may designate by notice in writing to the registered Holder at the address
of the Holder appearing on the books of the
1
Company) of a duly executed facsimile copy of the Notice of Exercise form
annexed hereto. Within three (3) Trading Days following the date of
exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
for the shares specified in the applicable Notice of Exercise by wire
transfer or cashier's check drawn on a United States bank unless the
cashless exercise procedure specified in Section 2(c) below is specified in
the applicable Notice of Exercise. Notwithstanding anything herein to the
contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in
which case, the Holder shall surrender this Warrant to the Company for
cancellation within three (3) Trading Days of the date the final Notice of
Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date
of such purchases. The Company shall deliver any objection to any Notice of
Exercise Form within one (1) Business Day of receipt of such notice. The
Holder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this paragraph, following the
purchase of a portion of the Warrant Shares hereunder, the number of Warrant
Shares available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.
b) Exercise Price.
i. The exercise price per share of the Common Stock under this
Warrant shall be $1.00, subject to adjustment hereunder (the
"Exercise Price").
ii. Upon such time as the Certificate of Incorporation of the
Company is amended to reduce the par value of the Common Stock
to an amount equal to or less than $0.10, the Exercise Price
shall be reduce to $0.10, subject to such other or further
adjustments as may be provided hereunder.
c) Cashless Exercise. If at any time after the date of the Purchase
Agreement, there is no effective registration statement registering, or no
current prospectus available for, the resale of the Warrant Shares by the
Holder, then this Warrant may also be exercised, in whole or in part, at
such time by means of a "cashless exercise" in which the Holder shall be
entitled to receive a certificate for the number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = the VWAP on the Trading Day immediately preceding the date on
which Holder elects to exercise this Warrant by means of a
"cashless exercise," as set forth in the applicable Notice of
Exercise;
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
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(X) = the number of Warrant Shares that would be issuable upon exercise
of this Warrant in accordance with the terms of this Warrant if
such exercise were by means of a cash exercise rather than a
cashless exercise.
Notwithstanding anything herein to the contrary, on the Termination
Date, this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 2(c).
d) Mechanics of Exercise.
i. Delivery of Certificates Upon Exercise. Certificates for
shares purchased hereunder shall be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder's prime
broker with The Depository Trust Company through its Deposit or
Withdrawal at Custodian system ("DWAC") if the Company is then a
participant in such system and either (A) there is an effective
registration statement permitting the issuance of the Warrant Shares
to or resale of the Warrant Shares by the Holder or (B) the shares
are eligible for resale by the Holder without volume or
manner-of-sale limitations pursuant to Rule 144, and otherwise by
physical delivery to the address specified by the Holder in the
Notice of Exercise by the date that is five (5) Trading Days after
the latest of (A) the delivery to the Company of the Notice of
Exercise, (B) surrender of this Warrant (if required), and (C)
payment of the aggregate Exercise Price as set forth above
(including by cashless exercise, if permitted) (such date, the
"Warrant Share Delivery Date"). The Warrant Shares shall be deemed
to have been issued, and Holder or any other person so designated to
be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date the Warrant has been
exercised, with payment to the Company of the Exercise Price (or by
cashless exercise, if permitted) and all taxes required to be paid
by the Holder, if any, pursuant to Section 2(d)(vi) prior to the
issuance of such shares, having been paid
ii. Delivery of New Warrants Upon Exercise. If this Warrant
shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the
time of delivery of the certificate or certificates representing
Warrant Shares, deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the unpurchased Warrant Shares
called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.
iii. Rescission Rights. If the Company fails to cause the
Transfer Agent to transmit to the Holder a certificate or the
certificates representing the Warrant Shares pursuant to Section
2(d)(i) by the
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Warrant Share Delivery Date, then the Holder will have the right to
rescind such exercise.
iv. Compensation for Buy-In on Failure to Timely Deliver
Certificates Upon Exercise. In addition to any other rights
available to the Holder, if the Company fails to cause the Transfer
Agent to transmit to the Holder a certificate or the certificates
representing the Warrant Shares pursuant to an exercise on or before
the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction
or otherwise) or the Holder's brokerage firm otherwise purchases,
shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a "Buy-In"), then the Company shall (A) pay in
cash to the Holder the amount, if any, by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for
the shares of Common Stock so purchased exceeds (y) the amount
obtained by multiplying (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the
exercise at issue times (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option
of the Holder, either reinstate the portion of the Warrant and
equivalent number of Warrant Shares for which such exercise was not
honored (in which case such exercise shall be deemed rescinded) or
deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its
exercise and delivery obligations hereunder. For example, if the
Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of
shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (A) of the
immediately preceding sentence the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of
the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder's right to pursue
any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company's failure to
timely deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.
v. No Fractional Shares or Scrip. No fractional shares or
scrip representing fractional shares shall be issued upon the
exercise of this Warrant. As to any fraction of a share which the
Holder would otherwise be entitled to purchase upon such exercise,
the Company shall, at its election, either pay a cash adjustment in
respect of such final
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fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
vi. Charges, Taxes and Expenses. Issuance of certificates for
Warrant Shares shall be made without charge to the Holder for any
issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall
be paid by the Company, and such certificates shall be issued in the
name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the
Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by
the Holder and the Company may require, as a condition thereto, the
payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.
vii. Closing of Books. The Company will not close its
stockholder books or records in any manner which prevents the timely
exercise of this Warrant, pursuant to the terms hereof.
e) Holder's Exercise Limitations. The Company shall not effect any
exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the
extent that after giving effect to such issuance after exercise as set forth
on the applicable Notice of Exercise, the Holder (together with the Holder's
Affiliates, and any other Persons acting as a group together with the Holder
or any of the Holder's Affiliates), would beneficially own in excess of the
Beneficial Ownership Limitation (as defined below). For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon exercise of this Warrant with respect to which
such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any
of its Affiliates and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including,
without limitation, any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates. Except as
set forth in the preceding sentence, for purposes of this Section 2(e),
beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated thereunder, it
being acknowledged by the Holder that the Company is not representing to the
Holder that such calculation is in compliance with Section 13(d) of the
Exchange Act and the Holder is solely responsible for any schedules required
to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which
5
portion of this Warrant is exercisable shall be in the sole discretion of
the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder's determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. For purposes of this
Section 2(e), in determining the number of outstanding shares of Common
Stock, a Holder may rely on the number of outstanding shares of Common Stock
as reflected in (A) the Company's most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by the
Company or the Transfer Agent setting forth the number of shares of Common
Stock outstanding. Upon the written or oral request of a Holder, the
Company shall within two Trading Days confirm orally and in writing to the
Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder or its Affiliates since the date as of
which such number of outstanding shares of Common Stock was reported. The
"Beneficial Ownership Limitation" shall be 4.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon exercise of this Warrant. The
Holder, upon not less than 61 days' prior notice to the Company, may
increase or decrease the Beneficial Ownership Limitation provisions of this
Section 2(e), provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock
upon exercise of this Warrant held by the Holder and the provisions of this
Section 2(e) shall continue to apply. Any such increase or decrease will
not be effective until the 61st day after such notice is delivered to the
Company in writing. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms
of this Section 2(e) to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership
Limitation herein contained or to make changes or supplements necessary or
desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this
Warrant.
Section 3. Certain Adjustments.
a) Stock Dividends and Splits. If the Company, at any time while this
Warrant is outstanding: (i) pays a stock dividend or otherwise makes a
distribution or distributions on shares of its Common Stock or any other
equity or equity equivalent securities payable in shares of Common Stock
(which, for avoidance of doubt, shall not include any shares of Common Stock
issued by the Company upon exercise of this
6
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
number of shares, (iii) combines (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares or (iv)
issues by reclassification of shares of the Common Stock any shares of
capital stock of the Company, then in each case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the
number of shares of Common Stock outstanding immediately after such event,
and the number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this
Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.
b) Subsequent Equity Sales. If the Company or any Subsidiary thereof,
as applicable, at any time while this Warrant is outstanding, shall sell or
grant any option to purchase, or sell or grant any right to reprice, or
otherwise dispose of or issue (or announce any offer, sale, grant or any
option to purchase or other disposition) any Common Stock or Common Stock
Equivalents, at an effective price per share less than the Exercise Price
then in effect (such lower price, the "Base Share Price" and such issuances
collectively, a "Dilutive Issuance") (it being understood and agreed that if
the holder of the Common Stock or Common Stock Equivalents so issued shall
at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options or rights per share which are issued in
connection with such issuance, be entitled to receive shares of Common Stock
at an effective price per share that is less than the Exercise Price, such
issuance shall be deemed to have occurred for less than the Exercise Price
on such date of the Dilutive Issuance at such effective price), then
simultaneously with the consummation of each Dilutive Issuance the Exercise
Price shall be reduced and only reduced to equal the Base Share Price and
the number of Warrant Shares issuable hereunder shall be increased such that
the aggregate Exercise Price payable hereunder, after taking into account
the decrease in the Exercise Price, shall be equal to the aggregate Exercise
Price prior to such adjustment. Such adjustment shall be made whenever such
Common Stock or Common Stock Equivalents are issued. The Company shall
notify the Holder, in writing, no later than the Trading Day following the
issuance or deemed issuance of any Common Stock or Common Stock Equivalents
subject to this Section 3(b), indicating therein the applicable issuance
price, or applicable reset price, exchange price, conversion price and other
pricing terms (such notice, the "Dilutive Issuance Notice"). For purposes
of clarification, whether or not the Company provides a Dilutive Issuance
Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive
Issuance, the Holder is entitled to receive a number of Warrant Shares based
upon the Base Share Price regardless of whether the Holder accurately refers
to the Base Share Price in the Notice of Exercise. If the Company enters
into a Variable Rate Transaction, despite the prohibition thereon in the
Purchase Agreement, the Company shall be deemed to have issued Common Stock
or Common Stock Equivalents at the lowest possible conversion or exercise
price at which such securities may be converted or exercised.
7
c) Subsequent Rights Offerings. If the Company, at any time while the
Warrant is outstanding, shall issue rights, options or warrants to all
holders of Common Stock (and not to the Holder) entitling them to subscribe
for or purchase shares of Common Stock at a price per share less than the
VWAP on the record date mentioned below, then the Exercise Price shall be
multiplied by a fraction, of which the denominator shall be the number of
shares of the Common Stock outstanding on the date of issuance of such
rights, options or warrants plus the number of additional shares of Common
Stock offered for subscription or purchase, and of which the numerator shall
be the number of shares of the Common Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of shares which
the aggregate offering price of the total number of shares so offered
(assuming receipt by the Company in full of all consideration payable upon
exercise of such rights, options or warrants) would purchase at such VWAP.
Such adjustment shall be made whenever such rights, options or warrants are
issued, and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights, options or
warrants.
d) Pro Rata Distributions. If the Company, at any time while this
Warrant is outstanding, shall distribute to all holders of Common Stock (and
not to the Holder) evidences of its indebtedness or assets (including cash
and cash dividends) or rights or warrants to subscribe for or purchase any
security other than the Common Stock (which shall be subject to Section
3(b)), then in each such case the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to the record
date fixed for determination of stockholders entitled to receive such
distribution by a fraction of which the denominator shall be the VWAP
determined as of the record date mentioned above, and of which the numerator
shall be such VWAP on such record date less the then per share fair market
value at such record date of the portion of such assets or evidence of
indebtedness or rights or warrants so distributed applicable to one
outstanding share of the Common Stock as determined by the Board of
Directors in good faith. In either case the adjustments shall be described
in a statement provided to the Holder of the portion of assets or evidences
of indebtedness so distributed or such subscription rights applicable to one
share of Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above.
e) Fundamental Transaction. If, at any time while this Warrant is
outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into
another Person, (ii) the Company, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all
or substantially all of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or
exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to sell, tender or
exchange their shares for other securities, cash or property and has been
accepted by the holders of 50% or more of the outstanding Common Stock, (iv)
the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the
Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash
or property, (v) the
8
Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or
group of Persons whereby such other Person or group acquires more than 50%
of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to,
or associated or affiliated with the other Persons making or party to, such
stock or share purchase agreement or other business combination), other than
as a result of the current proposed restructuring transaction of the Company
to which the Holder is a party (each a "Fundamental Transaction"), then,
upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the Holder (without regard to any limitation
in Section 2(e) on the exercise of this Warrant), the number of shares of
Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and any additional consideration (the
"Alternate Consideration") receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 2(e) on the
exercise of this Warrant). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of this Warrant following such Fundamental Transaction.
Notwithstanding anything to the contrary, in the event of a Fundamental
Transaction that is (1) an all cash transaction, (2) a "Rule 13e-3
transaction" as defined in Rule 13e-3 under the Exchange Act, or (3) a
Fundamental Transaction involving a person or entity not traded on a
national securities exchange, the Company or any Successor Entity (as
defined below) shall, at the Holder's option, exercisable at any time
concurrently with, or within 30 days after, the consummation of the
Fundamental Transaction, purchase this Warrant from the Holder by paying to
the Holder an amount of cash equal to the Black Scholes Value of the
remaining unexercised portion of this Warrant on the date of the
consummation of such Fundamental Transaction. "Black Scholes Value" means
the value of this Warrant based on the Black and Scholes Option Pricing
Model obtained from the "OV" function on Bloomberg, L.P. ("Bloomberg")
determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the time
between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date, (B) an expected volatility equal to
the greater of 100% and the 100 day volatility obtained from the HVT
function on Bloomberg as of the Trading Day immediately following the public
announcement of the applicable Fundamental Transaction, (C) the underlying
price per share used in such calculation shall be the sum
9
of the price per share being offered in cash, if any, plus the value of any
non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the
date of the public announcement of the applicable Fundamental Transaction
and the Termination Date. The Company shall cause any successor entity in a
Fundamental Transaction in which the Company is not the survivor (the
"Successor Entity") to assume in writing all of the obligations of the
Company under this Warrant and the other Transaction Documents in accordance
with the provisions of this Section 3(e) pursuant to written agreements in
form and substance reasonably satisfactory to the Holder and approved by the
Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange
for this Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant which
is exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into
account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such exercise price being for the
purpose of protecting the economic value of this Warrant immediately prior
to the consummation of such Fundamental Transaction), and which is
reasonably satisfactory in form and substance to the Holder. Upon the
occurrence of any such Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Warrant and the other
Transaction Documents referring to the "Company" shall refer instead to the
Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Warrant and
the other Transaction Documents with the same effect as if such Successor
Entity had been named as the Company herein.
f) Calculations. All calculations under this Section 3 shall be made to
the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 3, the number of shares of Common Stock deemed to
be issued and outstanding as of a given date shall be the sum of the number
of shares of Common Stock (excluding treasury shares, if any) issued and
outstanding.
g) Notice to Holder.
i. Adjustment to Exercise Price. Whenever the Exercise Price
is adjusted pursuant to any provision of this Section 3, the Company
shall promptly mail to the Holder a notice setting forth the
Exercise Price after such adjustment and any resulting adjustment to
the number of Warrant Shares and setting forth a brief statement of
the facts requiring such adjustment.
ii. Notice to Allow Exercise by Holder. If (A) the Company
shall declare a dividend (or any other distribution in whatever
form) on the
10
Common Stock, (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any
stockholders of the Company shall be required in connection with any
reclassification of the Common Stock, any consolidation or merger to
which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory
share exchange whereby the Common Stock is converted into other
securities, cash or property, or (E) the Company shall authorize the
voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Company, then, in each case, the Company shall
cause to be mailed to the Holder at its last address as it shall
appear upon the Warrant Register of the Company, at least 20
calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Stock of
record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share
exchange; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such
notice. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K or issue a press release disclosing such
material non-public information. The Holder shall remain entitled
to exercise this Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such
notice except as may otherwise be expressly set forth herein.
Section 4. Transfer of Warrant.
a) Transferability. Subject to compliance with any applicable
securities laws and the conditions set forth in Section 4(d) hereof and to
the provisions of Section 4.1 of the Purchase Agreement, this Warrant and
all rights hereunder (including, without limitation, any registration
rights) are transferable, in whole or in part, upon surrender of this
Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required,
11
such payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees, as applicable, and in the
denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled. The
Warrant, if properly assigned in accordance herewith, may be exercised by a
new holder for the purchase of Warrant Shares without having a new Warrant
issued.
b) New Warrants. This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in
which new Warrants are to be issued, signed by the Holder or its agent or
attorney. Subject to compliance with Section 4(a), as to any transfer which
may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice. All
Warrants issued on transfers or exchanges shall be dated the Initial
Exercise Date and shall be identical with this Warrant except as to the
number of Warrant Shares issuable pursuant thereto.
c) Warrant Register. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.
d) Transfer Restrictions. If, at the time of the surrender of this
Warrant in connection with any transfer of this Warrant, the transfer of
this Warrant shall not be either (i) registered pursuant to an effective
registration statement under the Securities Act and under applicable state
securities or blue sky laws or (ii) eligible for resale without volume or
manner-of-sale restrictions or current public information requirements
pursuant to Rule 144, the Company may require, as a condition of allowing
such transfer, that the Holder or transferee of this Warrant, as the case
may be, comply with the provisions of Section 5.7 of the Purchase Agreement.
e) Representation by the Holder. The Holder, by the acceptance hereof,
represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such
exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the
Securities Act or any applicable state securities law, except pursuant to
sales registered or exempted under the Securities Act.
Section 5. Miscellaneous.
a) No Rights as Stockholder Until Exercise. This Warrant does not
entitle the Holder to any voting rights, dividends or other rights as a
stockholder of the Company prior to the exercise hereof as set forth in
Section 2(d)(i).
12
b) Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which, in the case of the Warrant, shall not include the
posting of any bond), and upon surrender and cancellation of such Warrant or
stock certificate, if mutilated, the Company will make and deliver a new
Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such
right may be exercised on the next succeeding Business Day.
d) Authorized Shares.
The Company covenants that, during the period the Warrant is
outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this
Warrant. The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the
purchase rights under this Warrant. The Company will take all such
reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of the Trading Market upon which
the Common Stock may be listed. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant and payment for such Warrant Shares in
accordance herewith, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by the
Company in respect of the issue thereof (other than taxes in respect of
any transfer occurring contemporaneously with such issue).
Except and to the extent as waived or consented to by the Holder,
the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii)
13
take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant and (iii) use
commercially reasonable efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to
perform its obligations under this Warrant. Before taking any action
which would result in an adjustment in the number of Warrant Shares for
which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereof.
e) Jurisdiction. All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be determined in
accordance with the provisions of the Purchase Agreement.
f) Restrictions. The Holder acknowledges that the Warrant Shares
acquired upon the exercise of this Warrant, if not registered and the Holder
does not utilize cashless exercise, will have restrictions upon resale
imposed by state and federal securities laws.
g) Nonwaiver and Expenses. No course of dealing or any delay or failure
to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice the Holder's rights, powers or
remedies, notwithstanding the fact that all rights hereunder terminate on
the Termination Date. If the Company willfully and knowingly fails to
comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as
shall be sufficient to cover any costs and expenses including, but not
limited to, reasonable attorneys' fees, including those of appellate
proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.
h) Notices. Any notice, request or other document required or permitted
to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.
i) Limitation of Liability. No provision hereof, in the absence of any
affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the
Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
j) Remedies. The Holder, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees
that monetary damages would not
14
be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at
law would be adequate.
k) Successors and Assigns. Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the
Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of any Holder from time
to time of this Warrant and shall be enforceable by the Holder or successors
and permitted assigns of this Warrant.
l) Amendment. This Warrant may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Holder.
m) Severability. Wherever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Warrant.
n) Headings. The headings used in this Warrant are for the convenience
of reference only and shall not, for any purpose, be deemed a part of this
Warrant.
********************
(Signature Page Follows)
15
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above indicated.
TRANS-LUX CORPORATION
By: /s/ Angela D. Toppi
--------------------------------
Name: Angela D. Toppi
Title: Executive Vice President
16
NOTICE OF EXERCISE
TO: TRANS-LUX CORPORATION
(1) The undersigned hereby elects to purchase _____ Warrant Shares of
the Company pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
[ ] in lawful money of the United States; or
[ ] [if permitted] the cancellation of such number of Warrant Shares
as is necessary, in accordance with the formula set forth in
subsection 2(c), to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 2(c).
(3) Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:
-------------------------------
The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:
-------------------------------
-------------------------------
-------------------------------
(4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.
[SIGNATURE OF HOLDER]
Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing
Warrant and all rights evidenced thereby are hereby assigned to
_______________________________________________ whose address is
_______________________________________________________________.
_______________________________________________________________
Dated: ______________, _______
Holder's Signature: _____________________________
Holder's Address: _____________________________
_____________________________
Signature Guaranteed: ___________________________________________
NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.
EX-99
4
releasefinancing.txt
PRESS RELEASE DATED JUNE 23, 2011
Exhibit 99.1
TRANS-LUX LOGO
FOR IMMEDIATE RELEASE
EDITORIAL CONTACT
Sara Chaput
LRG Marketing Communications, Inc.
phone: 845-358-1801
fax: 845-358-1899
e-mail: sara.chaput@lrgmarketing.com
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web: www.lrgmarketing.com
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Trans-Lux Board Approves Comprehensive Restructuring Package
Norwalk, CT (June 23, 2011) - Trans-Lux Corporation (OTCBB: TNLX), a leading
supplier of LED technology for digital signage and lighting applications, today
announced a proposed complete financial restructuring and re-capitalization of
the Company. Trans-Lux President and Chief Executive Officer J.M. Allain made
the announcement. "For over a year now we have worked with our debt holders to
create a positive and viable way forward. Over the next few weeks we will be in
communication with all parties in order to seek acceptance of the proposed
restructuring package in its entirety. The acceptance of the terms of the
restructuring plan by our creditors would allow us to avoid a bankruptcy
solution," said Mr. Allain.
"Throughout this process we have continued to improve every aspect of the
Company through carefully orchestrated and comprehensive initiatives including
significant cuts in SG&A, a significant reduction in raw material costs,
consolidation of manufacturing facilities and the recruitment of top notch
senior staff," continued Mr. Allain. "The proposed restructuring will allow
our new team the ability to close and deliver on new and exciting partnerships
in the business, media and entertainment arenas."
The Company also announced that it has raised an aggregate of $650,000 via the
issuance of a 4% Promissory Note that is due and payable on June 16, 2012, which
Note is secured by a mortgage on a parcel of land owned by a subsidiary of the
Company located in Silver City, New Mexico. In connection with the issuance of
the Note, the subscriber received a five-year warrant to purchase 1,000,000
share of Common Stock of the Company at an exercise price of $1.00, subject to
adjustment as provided in the warrant.
Trans-Lux Corporation's history of innovation dates back to 1920 and boasts over
100,000 installations worldwide. Over the years, the Company has built a global
reputation as a recognized leader in digital signage solutions for numerous
markets including sports and entertainment, financial, gaming, commercial,
education, government and leasing. Trans-Lux continues to evolve with new
business propositions and technologies that deliver the ultimate viewing
experience. The Company's dynamic new management team has assembled a
completely innovative product portfolio that includes TL Vision LED Large Screen
Systems, TL InfoVision LED Digital Displays, Fair-Play Scoreboard systems, and
TL Energy LED Lighting Solutions. Trans-Lux's portfolio of end-to-end solutions
unlocks a whole new realm of new business development opportunities.
TL Vision LED Large Screen Systems
Trans-Lux branded TL Vision LED Large Screen Systems deliver bright, high
resolution images with breathtaking clarity. LED pitches range in size from 3mm
to 45mm and can be configured in virtually any size and shape for indoor or
outdoor use. The Company's groundbreaking 3mm LED display is ideal for high
resolution applications with image quality that rivals HD flat screen displays -
but with the ability to be customized to meet the most demanding installations.
For added value and convenience, the high resolution LED displays and control
systems complement existing Trans-Lux displays.
TL InfoVision LED Digital Displays
Trans-Lux branded TL InfoVision LED Digital Displays are available in virtually
any size, shape and configuration for any indoor and outdoor application. From
turnkey multi-screen LED display systems, time and temperature and price changer
LED digital displays to single line tickers capable of displaying full-color
animated or monochrome alphanumeric content, TL InfoVision LED solutions deliver
outstanding clarity and brightness. Trans-Lux also offers a selection of
controllers and interfaces to stream live data from virtually any content
provider, as well as software solutions that make it easy for customers to
customize content on-site.
Fair-Play Scoreboards
Trans-Lux's Fair-Play branded Data Walls and Scoreboard Systems are by far the
industry's leading line of digital displays for schools and universities, casino
sports books and financial institutions. The Company has further expanded the
Fair-Play line-up to include TL Vision LED Large Screen Displays, along with a
new line of hand-held remote control solutions with the industry's first 100%
guarantee.
TL Energy LED Lighting Solutions
Trans-Lux offers a comprehensive line of innovative LED lighting solutions under
the newly established TL Energy brand. These innovative LED lighting products
provide facilities and public infrastructure with "green" lighting solutions
that deliver a tremendous return on investment and virtually pay for themselves.
They emit less heat, conserve energy and enable creative lighting effects. The
TL Energy LED Lighting products include a wide array of LED commercial and
street lighting solutions, as well as LED replacement bulbs that fit into
existing fixtures.
About Trans-Lux
Trans-Lux Corporation is a leading designer and manufacturer of digital signage
display and LED lighting solutions for the financial, sports and entertainment,
education, commercial, gaming and leasing markets. With a comprehensive
offering of LED Large Screen Systems, LCD Flat Panel Displays, Data Walls and
our Fair-Play Scoreboards, Trans-Lux delivers comprehensive digital signage
solutions for any size venue's indoor and outdoor display needs. For more
information, please visit www.Trans-Lux.com.
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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
The company may, from time to time, provide estimates as to future performances.
These forward-looking statements will be estimates and may or may not be
realized by the company. The company 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 the company's products, interest rate and
foreign exchange fluctuations, terrorist acts and war.
XXX
*EDITORS' NOTE: Electronic files and photos are available upon request by
emailing Sara Chaput at LRG Marketing at sara.chaput@lrgmarketing.com.
----------------------------