form8k08150005_07272016.htm

0000921895-16-005235.txt : 20160727 0000921895-16-005235.hdr.sgml : 20160727 20160727161524 ACCESSION NUMBER: 0000921895-16-005235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160715 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160727 DATE AS OF CHANGE: 20160727 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: 161786874 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: SUITE 2001 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-243-5544 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: SUITE 2001 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TRANS LUX CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k08150005_07272016.htm form8k08150005_07272016.htm

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): July 15, 2016

TRANS-LUX CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-2257	13-1394750
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

445 Park Avenue, Suite 2001, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 243-5544

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o 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 8.01.

Other Events

On July 15, 2016, Trans-Lux Corporation (the “Company”) completed its offers (the “Offers”) to purchase its outstanding 8¼% Limited Convertible Senior Subordinated Notes due 2012 (the “Notes”) and 9½% Subordinated Debentures due 2012 (the “Debentures”) validly tendered to the Company for cash at a purchase price of $0.20 for each dollar of principal of each Note and Debenture outstanding, without interest.

As of 12:00 a.m., New York time, on July 15, 2016, the Company accepted validly tendered Notes and Debentures for the purchase of Notes and Debentures having an aggregate principal value of $353,000, and has forwarded to DTC the corresponding consideration to complete the purchase, without interest thereon and less any required withholding taxes.

The above description is qualified in its entirety by reference to the terms of the Debentures indenture filed as Exhibit 6 of the Company’s Schedule 13E-4 (Amendment No. 2), dated December 23, 1994, and the Notes indenture filed as Exhibit 12(d) of the Company’s Schedule TO, dated March 2, 2004, in each case incorporated herein by reference.

On July 25, 2016, the Company issued a press release announcing the results of the Offers. On the same date, the Company issued an additional press release announcing that the Pension Benefits Guaranty Corporation elected to not refile a general lien against the Company’s assets, as a portion of the proceeds from the Company’s July 12, 2016 Credit and Security Agreement (as more fully described in the Company’s Form 8-K filed with the Securities and Exchange Commission on July 13, 2016) were used to make an additional $300,000 contribution to the Company’s pension plan. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit 4.1	Indenture, dated as of December 1, 1994, for the Company’s 9½% Subordinated Debentures due December 1, 2012 (form of said indenture is incorporated by reference to Exhibit 6 of Schedule 13E-4 Amendment No. 2 dated December 23, 1994).
Exhibit 4.2	Indenture, dated as of March 1, 2004, for the Company’s 8¼% Limited Convertible Senior Subordinated Notes due March 1, 2012 (form of said indenture is incorporated by reference to Exhibit 12(d) of Schedule TO dated March 2, 2004).
Exhibit 99.1	Press Release, dated July 25, 2016.
Exhibit 99.2	Press Release, dated July 25, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 27, 2016	TRANS-LUX CORPORATION


	By:	/s/ Robert J. Conologue
		Name:	Robert J. Conologue
		Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 4.1	Indenture, dated as of December 1, 1994, for the Company’s 9½% Subordinated Debentures due December 1, 2012 (form of said indenture is incorporated by reference to Exhibit 6 of Schedule 13E-4 Amendment No. 2 dated December 23, 1994).
Exhibit 4.2	Indenture, dated as of March 1, 2004, for the Company’s 8¼% Limited Convertible Senior Subordinated Notes due March 1, 2012 (form of said indenture is incorporated by reference to Exhibit 12(d) of Schedule TO dated March 2, 2004).
Exhibit 99.1	Press Release, dated July 25, 2016.
Exhibit 99.2	Press Release, dated July 25, 2016.

EX-99.1 2 ex991to8k08150005_07272016.htm ex991to8k08150005_07272016.htm

Exhibit 99.1

Trans-Lux Corporation Announces Results of its Offer to Purchase Outstanding Notes and Debentures

New York, NY, July 25, 2016 – Trans-Lux Corporation (OTC: TNLX), a leading supplier of innovative display and energy efficiency solutions, announced today the final results of its offers to purchase all of its outstanding 8¼% Notes and 9½% Debentures due 2012 for cash at a purchase price of $0.20 for each dollar of principal of each Note and Debenture outstanding, without interest. The Company accepted validly tendered Notes and Debentures having an aggregate principal value of $353,000, and forwarded to DTC the corresponding consideration to complete the purchase. The announcement was made by J.M. Allain, President and CEO of Trans-Lux.

“When these Notes and Debentures were near maturity in 2011, we had over $11.1 million outstanding; today, we have only $607,000 remaining outstanding. Moreover, we continue to seek out holders with the goal of settling 100% of our obligations,” said Mr. Allain.

About Trans-Lux

Trans-Lux Corporation is a leading designer and manufacturer of TL Vision digital video displays and TL Energy LED lighting solutions for the financial, sports and entertainment, gaming, education, government, and commercial markets. With a comprehensive offering of LED Large Screen Systems, LCD Flat Panel Displays, Data Walls and scoreboards (marketed under Fair-Play by Trans-Lux), Trans-Lux delivers comprehensive video display solutions for any size venue’s indoor and outdoor display needs. TL Energy enables organizations to greatly reduce energy related costs with green lighting solutions. For more information, please visit www.Trans-Lux.com or email info@trans-lux.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements such as “will,” “believe,” “are projected to be” and similar expressions are statements regarding future events or the future performance of Trans-Lux Corporation, and include statements regarding projected operating results. These forward-looking statements are based on current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements.

Trans-Lux Corporation Contact:

Robert J. Conologue

Senior Vice President & CFO

rconologue@trans-lux.com

212.897.2228

EX-99.2 3 ex992to8k08150005_07272016.htm ex992to8k08150005_07272016.htm

Exhibit 99.2

Trans-Lux Corporation Announces PBGC’s Release of Lien on its Assets and Comprehensive Credit Agreement

New York, NY, July 25, 2016 – Trans-Lux Corporation (OTC: TNLX), a leading supplier of innovative display and energy efficiency solutions, announced today that the Pension Benefits Guaranty Corporation (“PBGC”) has elected to not refile a general lien against the Company’s assets. The liens have been in effect for over three (3) years.

The Company also announced that it has entered into a three-year Credit and Security Agreement with SCM Specialty Finance Opportunities Fund, L.P. Under the Agreement, Trans-Lux can borrow up to an aggregate of $4 million, which includes up to $3 million of a revolving loan (at an interest rate of prime plus 4%) and a $1 million term loan (at an interest rate of prime plus 6%) for the purchase of equipment. The announcements were made by J.M. Allain, President and CEO of Trans-Lux.

“The announcements we are making today show a clear new confidence in our financials and our future. The PBGC decision and the financing facility in particular come after an exhaustive review of our business and our forecast. We are pleased that we see concrete fruits of our labor relating to the comprehensive restructuring we began some time ago,” said Mr. Allain.

The Company has worked very closely with the PBGC over the past 5 years to ensure the viability and health of the Company's pension plan. The Company has contributed over $4 million into the plan over the past 5 years. A portion of the proceeds from the revolving loan were used to make an additional $300,000 contribution to the pension plan.

While the majority of the funds under the revolving loan will be used as working capital, the term loan will be used to purchase new leading edge manufacturing equipment to support display production. The Company is purchasing a panel bender, a laser and a brake press manufactured by Italian company Prima Power.