Form 10-Q

Quantitative and Qualitative Disclosures about Market Risk

Part II - Other Information

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults upon Senior Securities

(Removed and Reserved)

Part I - Financial Information

TRANS-LUX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


				September 30		December 31
In thousands, except share data				2011		2010
				(unaudited)		(see Note 1)
ASSETS
Current assets:
	Cash and cash equivalents		$	780	$	398
	Receivables, less allowance of $1,396 - 2011 and $1,326 - 2010			3,454		2,970
	Unbilled receivables			26		11
	Inventories			3,681		4,852
	Prepaids and other			718		532
		Total current assets		8,659		8,763
Rental equipment				50,525		50,229
	Less accumulated depreciation			33,372		30,173
				17,153		20,056
Property, plant and equipment				6,888		6,840
	Less accumulated depreciation			4,786		4,571
				2,102		2,269
Asset held for sale				696		920
Goodwill				744		810
Other assets				380		624
TOTAL ASSETS			$	29,734	$	33,442
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Accounts payable		$	1,930	$	2,459
	Accrued liabilities			9,621		7,555
	Current portion of long-term debt			16,588		16,378
		Total current liabilities		28,139		26,392
Long-term debt:
	Notes payable			2,251		2,335
Deferred pension liability and other				4,924		4,685
		Total liabilities		35,314		33,412
Stockholders' equity (deficit):
	Common - $1 par value - 5,500,000 shares authorized,
		2,826,424 shares issued in 2011 and 2010		2,827		2,827
	Additional paid-in-capital			14,297		14,279
	Accumulated deficit			(17,476)		(12,025)
	Accumulated other comprehensive loss			(2,165)		(1,988)
	Treasury stock - at cost - 383,596 common shares in 2011 and 2010			(3,063)		(3,063)
		Total stockholders' equity (deficit)		(5,580)		30
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)			$	29,734	$	33,442
The accompanying notes are an integral part of these condensed consolidated financial statements.

TRANS-LUX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


				Three Months Ended				Nine Months Ended
				September 30				September 30
In thousands, except per share data				2011		2010		2011		2010
Revenues:
	Equipment rentals and maintenance		$	1,908	$	2,205	$	5,903	$	6,654
	Equipment sales			5,185		4,822		11,152		11,902
	Real estate rentals			24		52		69		182
		Total revenues		7,117		7,079		17,124		18,738

Cost of revenues:
	Cost of equipment rentals and maintenance			1,727		1,958		4,976		5,778
	Cost of equipment sales			4,911		3,853		9,874		9,564
	Cost of real estate rentals			16		16		49		40
		Total cost of revenues		6,654		5,827		14,899		15,382

Gross profit from operations				463		1,252		2,225		3,356
General and administrative expenses				(1,950)		(2,025)		(6,205)		(6,301)
Restructuring costs				(16)		(63)		(86)		(1,105)
Operating loss				(1,503)		(836)		(4,066)		(4,050)
Interest expense, net				(416)		(380)		(1,140)		(1,163)
Loss from continuing operations before income taxes				(1,919)		(1,216)		(5,206)		(5,213)
Income tax expense				(7)		(14)		(21)		(42)
Loss from continuing operations				(1,926)		(1,230)		(5,227)		(5,255)
Loss from discontinued operations				(224)		-		(224)		-
Net loss			$	(2,150)	$	(1,230)	$	(5,451)	$	(5,255)

Loss per share continuing operations - basic and diluted			$	(0.79)	$	(0.50)	$	(2.14)	$	(2.16)
Loss per share discontinued operations - basic and diluted				(0.09)		-		(0.09)		-
Total loss per share - basic and diluted			$	(0.88)	$	(0.50)	$	(2.23)	$	(2.16)

Weighted average common shares outstanding - basic and diluted				2,443		2,443		2,443		2,434

The accompanying notes are an integral part of these condensed consolidated financial statements.

TRANS-LUX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


					Nine Months Ended
					September 30
In thousands					2011		2010
Cash flows from operating activities
Net loss				$	(5,451)	$	(5,255)
Loss from discontinued operations					224		-
	Loss from continuing operations				(5,227)		(5,255)
Adjustment to reconcile net loss from continuing operations to net cash
	provided by operating activities:
	Depreciation and amortization				3,492		4,009
	Amortization of restricted Common Stock				18		-
	Non-cash restructuring charges				-		799
	Write-off of engineering software, net				-		456
	Changes in operating assets and liabilities:
		Receivables			(499)		(1,271)
		Inventories			1,171		70
		Prepaids and other assets			46		70
		Accounts payable and accrued liabilities			1,330		2,253
		Deferred pension liability and other			239		294
			Net cash provided by operating activities of continuing operations		570		1,425
Cash flows from investing activities
Equipment manufactured for rental					(296)		(1,192)
Purchases of property, plant and equipment					(48)		(57)
			Net cash used in investing activities of continuing operations		(344)		(1,249)
Cash flows from financing activities
Payments of long-term debt					(644)		(1,169)
Proceeds from long-term debt					800		880
			Net cash provided by (used in) financing activities of continuing operations		156		(289)
Cash flows from discontinued operations
Cash provided by operating activities of discontinued operations					-		35
			Net cash provided by discontinued operations		-		35
Net increase (decrease) in cash and cash equivalents					382		(78)
Cash and cash equivalents at beginning of year					398		541
Cash and cash equivalents at end of period				$	780	$	463
Supplemental disclosure of cash flow information:
Interest paid				$	358	$	363
Income taxes paid					-		-
The accompanying notes are an integral part of these condensed consolidated financial statements.

TRANS-LUX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

(unaudited)

Note 1 – Basis of Presentation

Financial information included herein is unaudited, however, such information reflects all adjustments (of a normal and recurring nature), which are, in the opinion of management, necessary for the fair presentation of the condensed consolidated financial statements for the interim periods. The results for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission and therefore do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America. It is suggested that the September 30, 2011 condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. The Condensed Consolidated Balance Sheet at December 31, 2010 is derived from the December 31, 2010 audited financial statements.

There have been no material changes in our significant accounting policies during the nine months ended September 30, 2011 as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2010. The Company has evaluated subsequent events through the filing date of this Form 10-Q and has disclosed subsequent events in these financial statements.

Recent Accounting Pronouncements: In December 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-28, “Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). ASU 2010-28 provides amendments to Topic 350 to modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts to clarify that, for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. For public entities, the amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The adoption of ASU 2010-28 did not have a material impact on the Company’s consolidated financial statements.

units unless we conclude that it is more likely than not (likelihood of more than 50%) that the carrying value of our reporting units is greater than the fair value of such units based on our assessment of events and circumstances. This update is effective for fiscal years beginning after December 15, 2011, with early adoption permitted. We plan to adopt the provisions of this update at the beginning of our fourth quarter, which has historically been the time at which we assessed the potential impairment of our goodwill and other indefinite lived intangible assets. The adoption of ASU 2011-08 is not expected to have a material impact on the Company’s consolidated financial statements.

Reclassifications: Certain reclassifications of prior years amounts have been made to conform to the current year presentation.

Note 2 – Going Concern

The Company has incurred significant recurring losses from continuing operations and has a significant working capital deficiency. The Company incurred a net loss from continuing operations of $5.2 million for the nine months ended September 30, 2011 and has a working capital deficiency of $19.5 million as of September 30, 2011. As further discussed in Note 6 – Long-Term Debt, the Company has not remitted the December 1, 2009 and 2010 required sinking fund payments of $105,700 each and has not remitted the June 1, 2010 and 2011 and December 1, 2010 interest payments of $50,200 each on its 9½% Subordinated debentures due 2012 (the “Debentures”). In addition, the Company has not remitted the March 1, 2010 and 2011 and September 1, 2010 and 2011 interest payments of $417,800 each on its 8¼% Limited convertible senior subordinated notes due 2012 (the “Notes”). Under the terms of the Indentures that govern the Debentures and the Notes, the non-payments constitute events of default; accordingly, the trustees or the holders of 25% of the outstanding Debentures and Notes have the right to declare the outstanding principal and interest due and payable immediately. In the event that the Company receives such notice, the senior lender under the Company’s bank credit agreement (the “Credit Agreement”) has the right to demand payment on outstanding amounts under the Credit Agreement. The outstanding Debentures, Notes and Credit Agreement debt are classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s Board of Directors approved a comprehensive restructuring plan which included offers to the holders of the Notes to receive $225 plus 250 shares of the Company’s Common Stock for each $1,000 Note exchanged and to the holders of the Debenturesto receive $100 for each

$1,000 Debenture exchanged. The Debentures are subordinate to the claims of the holders of the Notes and the Company’s senior lender under the Credit Agreement, among other senior claims. Both offers expired on October 31, 2011. $8,976,000 principal amount of the Notes and $718,000 principal amount of the Debentures were exchanged. The Common Stock offered in exchange for the Notes will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

As part of the Company’s restructuring plan, on November 14, 2011 the Company completed the sale of an aggregate of $8.3 million of securities (the “Offering”) consisting of (i) 416,500 shares of the Company’s Series A Convertible Preferred Stock, par value $1.00 per share (the “Preferred Stock”) having a stated value of $20.00 per share and convertible into fifty (50) shares of the Company’s Common Stock, par value $1.00 per share (or an aggregate of 20,825,000 shares of Common Stock), and (ii) 4,165,000 one-year warrants (the “A Warrants”). These securities were issued at a purchase price of $20,000 per unit (the “Unit”). Each Unit consisted of 1,000 shares of Preferred Stock (convertible into 50,000 shares of Common Stock) and 10,000 A Warrants. Each A Warrant entitles the holder to purchase (a) one share of the Company’s Common Stock and (b) a three-year warrant (the “B Warrants”), at an exercise price of $1.00 per share (subject to adjustment to $0.20 per share at 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). Each B Warrant shall entitle the holder to purchase one share of the Company’s Common Stock at an exercise price of $1.00 per share (subject to adjustment to $0.50 per share at 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 net proceeds of the Offering were used to fund the restructuring of the Company’s outstanding debt, which included: (1) a cash settlement to holders of the Notes in the amount of $2,019,600; (2) a cash settlement to holders of the Debentures in the amount of $71,800; (3) payment of the Company’s outstanding term loan with the senior lender in the amount of $320,833 and (4) payment of $1.0 million on the Company’s outstanding revolving loan with the senior lender under the Credit Agreement. Any net proceeds of the Offering remaining after payment to holders of the Notes, the Debentures and the senior lender will be used for working capital and other general corporate purposes.

Subsequent to the end of the quarter, in November 2011, the senior lender modified the maturity date of the Credit Agreement to December 1, 2011. In May 2011, the senior lender removed the senior debt coverage ratio covenant for the March 31, 2011 and June 30, 2011 periods, waived the December 31, 2010 non-compliance of the senior debt coverage ratio and modified the maturity date of the Credit Agreement. The senior lender has retained the right to call the Credit Agreement in the event that the remaining holders of the Debentures or the Notes demand payment. In 2010, the senior lender modified the monthly principal payments, modified the maturity of the Credit Agreement and reduced the availability under the revolving loan from $5.0 million to $4.3 million.

In June 2011, the Company entered into a subscription agreement for a private placement consisting of $650,000 of 4.00% secured notes of the Company pursuant to Section 4(2) of the Securities Act of

1933, as amended, and Rule 506 promulgated thereunder. In connection with the purchase of these 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 per share (subject to adjustment to $0.10 per share). The financing is collateralized by the land held for sale located in Silver City, New Mexico. The Company also refinanced its mortgage on its Des Moines, Iowa facility in March 2010, which provided an additional $260,000 for working capital.

The Company continues to manage a plan to improve operating results. The plan includes a joint venture agreement with a People’s Republic of China company to establish a cooperative venture limited liability company in the People’s Republic of China to engage in research, engineering, development, manufacturing, sale and distribution of LED lamps, LED digital signage and LED lighting or similar products. The Company is pursuing new business opportunities in the LED lighting market with energy-saving lighting solutions and supplementing our established digital display and signage businesses with a highly flexible, cost-efficient and creative means for facilities to enhance their environments with LED lighting. The Company now features a comprehensive offering of the latest LED lighting technologies that provide facilities and public infrastructure with “green” lighting solutions that emit less heat, save energy and enable creative designs. The Company continues to seek ways to reduce costs of components used in its products and other expenses to improve sales margins, and continues to look at ways to lower overhead costs, such as compensation and benefits and has outsourced the human resources department in the second quarter of 2011. The plan includes partnering with an LED supplier and offering several new high resolution LED large screen systems. There can be no assurance that the Company will achieve higher sales, improved margins or lower costs.

Because the Credit Agreement is secured by substantially all of the Company’s eligible accounts receivable, inventory and other assets, management cannot provide any assurance that the Company would have sufficient cash and liquid assets to fund normal operations during the period of time when it is required to repay amounts outstanding under the Credit Agreement. Further, if the Company is unable to obtain waivers or cure the defaults on the remaining Debentures and the Notes, the Debentures and the Notes could be called and be immediately due. Such notice would trigger a default under the Credit Agreement. If the Credit Agreement, Debentures and Notes are called, the Company would need to obtain additional financing; there can be no assurance that the Company will be able to do so and, even if it obtains such additional financing, how the terms of such financing will affect the Company. If the debt is called and new financing cannot be arranged, it is unlikely the Company will be able to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts and classification of liabilities that may result from the outcome of this uncertainty. See Note 6 – Long-Term Debt for further details.

Note 3 - Plan of Restructuring

included a restructuring charge of $1.1 million consisting of employee severance pay, facility closing costs representing primarily lease termination and asset write-off costs, and other fees directly related to the restructuring plan. The 2011 actions include the elimination of approximately 30 additional positions. The 2011 results include an additional restructuring charge of $86,000 consisting of employee severance pay and other fees directly related to the restructuring plan. The costs associated with the restructuring are included in a separate line item, Restructuring costs, in the Condensed Consolidated Statements of Operations. We expect that the majority of these costs will be paid over the next three months.

The following table shows the amounts expensed and paid for restructuring costs that were incurred during the nine months ended September 30, 2011 and the remaining accrued balance of restructuring costs as of September 30, 2011, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets:


	Balance December 31, 2010	Provision	Payments and Other Adjustments	Balance September 30, 2011
Severance costs ⁽¹⁾	$ -	$ 40	$ 38	$ 2
Facility closing costs ⁽²⁾	215	6	166	55
Other fees	94	40	48	86
	$ 309	$ 86	$ 252	$ 143

(1) Represents salaries for employees separated from the Company.

(2) Represents costs associated with the closing of the Stratford, Connecticut facility (primarily lease termination costs) and leasehold improvement and equipment write-offs.

The following table shows, by reportable segment, the restructuring costs incurred during the nine months ended September 30, 2011 and the remaining accrued balance of restructuring costs as of September 30, 2011:


	Balance December 31, 2010	Provision	Payments and Other Adjustments	Balance September 30, 2011
Indoor display	$ 309	$ 61	$ 227	$ 143
Outdoor display	-	25	25	-
	$ 309	$ 86	$ 252	$ 143

Note 4 – Fair Value

and $0.1 million at September 30, 2011, respectively, and $1.2 million and $0.1 million at December 31, 2010, respectively. The fair value of the Company’s remaining long-term debt approximates its carrying value of $7.7 million and $7.5 million at September 30, 2011 and December 31, 2010, respectively. The fair value of the Company’s Warrants, using the Black Scholes valuation model to estimate the fair value, which requires various assumptions, including estimating stock price volatility and risk free rate of interest rate, a Level 2 based on observable inputs, was $76,000 at September 30, 2011.

Note 5 - Inventories

Inventories are stated at the lower of cost or market and consist of the following:


In thousands	September 30 2011	December 31 2010
Raw materials	$ 2,370	$ 3,948
Work-in-progress	60	152
Finished goods	1,251	752
	$ 3,681	$ 4,852

Note 6 – Long-Term Debt

As of September 30, 2011 the Company had $10.1 million of 8¼% Limited convertible senior subordinated notes due 2012 (the “Notes”) which are no longer convertible into common shares; interest is payable semi-annually and the Notes may be redeemed, in whole or in part, at par. The Company has not remitted the March 1, 2010 and 2011 and September 1, 2010 and 2011 semi-annual interest payments of $417,800 each to the trustee. The non-payments constitute an event of default under the Indenture governing the Notes and the trustee, by notice to the Company, or the holders of 25% of the principal amount of the Notes outstanding, by notice to the Company and the trustee, may declare the outstanding principal plus interest due and payable immediately. When such notice is received by the Company, no payment shall be made by the Company to the holders or trustee until the earlier of such non-payment event of default is cured or waived or 179 days since receipt by the trustee of notice of such event, unless the holder of Senior Indebtedness has accelerated the due date thereof. If the holder of Senior Indebtedness accelerates the due date at any time, then no payment may be made until the default is cured or waived. At September 30, 2011, the total principal amount outstanding under the Notes is classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets. The Company’s Board of Directors approved a comprehensive restructuring plan which included an offer to the holders of the Notes to receive $225 plus 250 shares of the Company’s Common Stock for each $1,000 Note exchanged. The offer expired on October 31, 2011. $8,976,000 principal amount of the Notes were exchanged, leaving $1,153,000 outstanding. The Common Stock offered in exchange for the Notes will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

As of September 30, 2011 the Company had $1.1 million of 9½% Subordinated debentures due 2012 (the “Debentures”) which are due in annual sinking fund payments of $105,700 beginning in 2009, which payments have not been remitted by the Company, with the remainder due in 2012; interest is payable semi-annually and the Debentures may be redeemed, in whole or in part, at par. The Company has not remitted the June 1, 2010 and 2011 and December 1, 2010 semi-annual interest payments of $50,200 each to the trustee. The non-payments constitute an event of default under the Indenture governing the Debentures and the trustee, by notice to the Company, or the holders of 25% of the principal amount of the Debentures outstanding, by notice to the Company and the trustee, may declare the outstanding principal plus interest due and payable immediately. During the continuation of any event which, with notice or lapse of time or both, would constitute a default under any agreement under which Senior Indebtedness is issued, if the effect of such default is to cause, or permit the holder of Senior Indebtedness to become due prior to its stated maturity, no payment of principal, premium or interest shall be made on the Debentures unless and until such default shall have been remedied, if written notice of such default has been given to the trustee by the Company or the holder of Senior Indebtedness. The failure to make the sinking fund and interest payments are events of default under the Credit Agreement and no payment can be made to such trustee or the holders at this time as such defaults have not been waived. At September 30, 2011, the total principal amount outstanding under the Debentures is classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets. The Company’s Board of Directors approved a comprehensive restructuring plan which included an offer to the holders of the Debentures to receive $100 for each $1,000 Debenture exchanged. The offer expired on October 31, 2011. $718,000 principal amount of the Debentures were exchanged, leaving $339,000 outstanding. The Debentures are subordinate to the claims of the holders of the Notes and the Company’s senior lender under the Credit Agreement, among other senior claims.

The Company has a bank Credit Agreement, as amended, which provides for a term loan of $10.0 million, a non-revolving line of credit of up to $6.2 million (which is no longer available) to finance the redemption of one-half of the 7½% Subordinated notes due 2006 (which were redeemed in June 2006 and are no longer outstanding), and a revolving loan of up to $4.3 million, based on eligible accounts receivable and inventory, at a variable rate of interest of Prime plus 2.00%, with a floor of 6.00% (6.00% at September 30, 2011), which was due to mature November 1, 2011. Subsequent to the end of quarter in November 2011, the senior lender agreed to modify the maturity date of the Credit Agreement to December 1, 2011. In May 2011, the senior lender removed the senior debt coverage ratio covenant for the March 31, 2011 and June 30, 2011 periods, waived the December 31, 2010 non-compliance of the senior debt coverage ratio and modified the maturity date of the Credit Agreement. In 2010, the senior lender modified the monthly principal payments, modified the maturity date of the Credit Agreement and reduced the availability under the revolving loan from $5.0 million to $4.3 million. As of September 30, 2011, the Company has drawn the entire $4.3 million against the revolving loan facility, so none was available for additional borrowing. The Credit Agreement requires an annual facility fee on the unused commitment of 0.25% and requires compliance with certain financial covenants, as defined in the Credit Agreement, which include a loan-to-value ratio of not more than 50% and a quarterly $1.0 million cap on capital expenditures. As of September 30, 2011, the Company was in compliance with the foregoing financial covenants. The senior lender has waived the cross-defaults in connection with the Notes and the Debentures, but in the event that the holders of the Notes or the Debentures or trustees declare a default and begin to

exercise any of their rights or remedies in connection with the non-payment defaults, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have. In addition, the senior lender has waived the default of non-payment of certain pension plan contributions, but in the event that any government agency takes any enforcement action or otherwise exercises any rights or remedies it may have, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have. The amounts outstanding under the Credit Agreement are collateralized by all of the Display division assets. The net proceeds of the Offering were used to fund the restructuring of the Company’s outstanding debt, which included paying the $320,833 outstanding term loan and paying $1.0 million on the outstanding revolving loan with the senior lender under the Credit Agreement.

On June 17, 2011, the Company entered into a subscription agreement for a private placement consisting of $650,000 of 4.00% secured notes of the Company pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. In connection with the purchase of these 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 per share (subject to adjustment to $0.10 per share). The financing is collateralized by the land held for sale located in Silver City, New Mexico.

On March 1, 2010, the Company refinanced its existing mortgage on its facility located in Des Moines, Iowa. The refinancing was for $650,000 at a fixed rate of interest of 6.50% payable in monthly installments, which matures March 1, 2015 and requires a compensating balance of $200,000. The Company used proceeds of $390,000 to settle the prior debt and used the $260,000 balance for working capital needs.

The Company has a $1.8 million mortgage on its real estate rental property located in Santa Fe, New Mexico at a variable rate of interest of Prime, with a floor of 6.75%, which was the interest rate in effect at September 30, 2011, payable in monthly installments, which matures December 12, 2012.

On February 25, 2010, the Company took out a $100,000 mortgage at a fixed rate of interest of 7.80% payable in monthly interest only payments on the land held for sale located in Silver City, New Mexico and repaid it in full on August 27, 2010.

Note 7 – Comprehensive Loss

Total comprehensive loss is as follows:

            Three Months Ended

          September 30

               Nine Months Ended

                    September 30

In thousands

            2011

                   2010

               2011

     2010

Net loss, as reported

$(2,150)

$(1,230)

$(5,451)

$(5,255)

Other comprehensive (loss) income:

Unrealized foreign currency translation (loss) gain

(299)

                117

(177)

                  73

Total other comprehensive (loss) income, net of tax

(299)

                117

(177)

                   73

Comprehensive loss

$(2,449)

$(1,113)

$(5,628)

$(5,182)

Note 8 - Pension Plan

As of December 31, 2003, the benefit service under the pension plan had been frozen and, accordingly, there is no service cost. As of April 30, 2009, the compensation increments have been frozen and, accordingly, no additional benefits are being accrued under the pension plan.

The following table presents the components of net periodic pension cost:


	Three Months Ended September 30		Nine Months Ended September 30
In thousands	2011	2010	2011	2010
Interest cost	$ 137	$ 135	$ 411	$ 405
Expected return on plan assets	(99)	(104)	(297)	(312)
Amortization of net actuarial loss	86	76	260	228
Net periodic pension cost	$ 124	$ 107	$ 374	$ 321

As of September 30, 2011, the Company has recorded a current pension liability of $0.1 million, which is included in Accrued liabilities on the Condensed Consolidated Balance Sheets, and a long-term pension liability of $4.8 million, which is included in Deferred pension liability and other on the Condensed Consolidated Balance Sheets. The minimum required contribution for 2011 is expected to be $0.2 million.

The pension plan asset information included below is presented at fair value. ASC 820 establishes a framework for measuring fair value and required disclosures about assets and liabilities measured at fair value. The fair value of these assets is determined using a three-tier fair value hierarchy. Based on this hierarchy, the Company determined the fair value of its money market funds and mutual funds using quoted market prices, a Level 1 or an observable input, the guaranteed investment contracts, equity and index funds and bonds, a Level 2 based on observable inputs and quoted prices in markets that are not active. The Company does not have any Level 3 pension assets, in which such valuation would be based on unobservable measurements and management’s estimates.

The following table presents the pension plan assets by level within the fair value hierarchy as of September 30, 2011:


In thousands	Level 1	Level 2	Level 3	Total
Guaranteed investment contracts	$ -	$ 1,796	$ -	$ 1,796
Equity and index funds	867	2,077	-	2,944
Bonds	-	18	-	18
Total pension plan assets	$ 867	$ 3,891	$ -	$ 4,758

granted, the Pension Benefit Guaranty Corporation and the Internal Revenue Service have various enforcement remedies they can implement to protect the participant’s benefits, such as termination of the plan and require the Company to make the unpaid contributions. The senior lender has waived the default of non-payment of certain pension plan contributions, but in the event that any government agency takes any enforcement action or otherwise exercises any rights or remedies it may have, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have. At this time, the Company is hoping to make its required contributions for the 2011 plan year, however there is no assurance that the Company will be able to make all payments.

Note 9 – Share-Based Compensation

The Company did not issue any stock options during the three and nine months ended September 30, 2011 and 2010. There are no unrecognized compensation costs related to unvested stock options granted under the Company’s stock option plans.

The following table summarizes the activity of the Company's stock options for the nine months ended September 30, 2011:


	Options	Weighted Average Exercise Price ($)	Weighted Average Remaining Contractual Term (Yrs)	Aggregate Intrinsic Value ($)
Outstanding at beginning of year	12,500	4.81
Granted	-	-
Exercised	-	-
Terminated	-	-
Outstanding at end of period	12,500	4.81	2.5
Vested and expected to vest at end of period	12,500	4.81	2.5	-
Exercisable at end of period	12,500	4.81	2.5	-

On February 16, 2010, the Board granted Mr. Jean-Marc (J.M.) Allain, the Company’s new President and Chief Executive Officer, 50,000 shares of restricted Common Stock from treasury shares which vested 50% after one year and the remaining 50% will vest after two years. The Company is recording stock compensation expense over the vesting period and recorded $18,000 of stock compensation expense for the nine months ended September 30, 2011.

Note 10 – Loss Per Common Share

September 30, 2011 and 2010, there were outstanding stock options to purchase 12,500 and 23,000 shares of Common Stock, respectively, and warrants to purchase 1.0 million shares of Common Stock at September 30, 2011, which were excluded from the calculation of diluted loss per share because their impact would have been anti-dilutive.

Note 11 – Legal Proceedings and Claims

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business and/or which are covered by insurance that it believes individually and in the aggregate will not have a material adverse effect on the consolidated financial position or operations of the Company.

Note 12 – Business Segment Data

Operating segments are based on the Company’s business components about which separate financial information is available and are evaluated regularly by the Company’s chief operating decision makers in deciding how to allocate resources and in assessing performance.

The Company evaluates segment performance and allocates resources based upon operating income (losses). The Company’s operations are managed in four reportable business segments. The Display Division comprises two operating segments: Indoor display and Outdoor display. Both design, produce, lease, sell and service large-scale, multi-color, real-time electronic information displays. Both operating segments are conducted on a global basis, primarily through operations in the United States. The Company also has operations in Canada. The Indoor display and Outdoor display segments are differentiated primarily by the customers they serve. The new LED lighting segment intends to sell energy-saving lighting solutions that provide facilities and public infrastructure with “green” lighting solutions that emit less heat, save energy and enable creative designs. The Real estate rental segment owns and operates an income-producing property. Segment operating (loss) income is shown after cost of revenues and sales, general and administrative expenses directly associated with the segment. Corporate general and administrative items relate to costs that are not directly identifiable with a segment. There are no intersegment sales. The total goodwill of $0.7 million relates to the Outdoor display segment.

Foreign revenues represent less than 10% of the Company’s revenues and therefore are not separately disclosed. The foreign operation does not manufacture its own equipment; the domestic operation provides the equipment that the foreign operation leases or sells. The foreign operation operates similarly to the domestic operation and has similar profit margins.

Information about the Company’s continuing operations in its four business segments for the three and nine months ended September 30, 2011 and 2010 is as follows:


	Three Months Ended September 30		Nine Months Ended September 30
In thousands	2011	2010	2011	2010
Revenues:
Indoor display	$ 1,815	$ 1,601	$ 5,529	$ 5,426
Outdoor display	5,278	5,426	11,526	13,130
LED lighting	-	-	-	-
Real estate rental	24	52	69	182
Total revenues	$ 7,117	$ 7,079	$ 17,124	$ 18,738
Operating (loss) income:
Indoor display	$ (535)	$ (587)	$ (1,111)	$ (2,042)
Outdoor display	(353)	645	(814)	403
LED lighting	(155)	(68)	(239)	(146)
Real estate rental	(42)	33	(36)	134
Corporate general and administrative expenses	(418)	(859)	(1,866)	(2,399)
Total operating loss	(1,503)	(836)	(4,066)	(4,050)
Interest expense, net	(416)	(380)	(1,140)	(1,163)
Loss before income taxes	(1,919)	(1,216)	(5,206)	(5,213)
Income tax expense	(7)	(14)	(21)	(42)
Net loss	$ (1,926)	$ (1,230)	$ (5,227)	$ (5,255)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Trans-Lux is a leading designer and manufacturer of digital display signage solutions. The essential elements of these systems are the real-time, programmable electronic information displays we design, manufacture, distribute and service. Designed to meet the digital signage solutions for any size venue’s indoor and outdoor needs, these displays are used primarily in applications for the financial, banking, gaming, corporate, advertising, transportation, entertainment and sports markets. In 2010 the Company started a new business opportunity in the LED lighting market with energy-saving lighting solutions that now features a comprehensive offering of the latest LED lighting technologies that provide facilities and public infrastructure with “green” lighting solutions that emit less heat, save energy and enable creative designs. The Company also owns and operates an income-producing rental property. The Company operates in four reportable segments: Indoor display, Outdoor display, LED lighting and Real estate rental.

The Indoor display segment includes worldwide revenues and related expenses from the rental, maintenance and sale of indoor displays. This segment includes the financial, government/private and gaming markets. The Outdoor display segment includes worldwide revenues and related expenses from the rental, maintenance and sale of outdoor displays. Included in this segment are catalog sports, retail and commercial markets. The LED lighting segment will include worldwide revenues and related expenses from the sale of LED lighting products. The Real estate rental segment includes the operations of an income-producing real estate property.

Going Concern

In light of the unprecedented instability in the financial markets and the severe slowdown in the overall economy, we did not have adequate liquidity, including access to the debt and equity capital markets, to operate our business in the manner in which we have historically operated. As a result, our short-term business focus has been to preserve our liquidity position. Subsequent to the end of quarter in November 2011, the senior lender agreed to modify the maturity date of the Credit Agreement to December 1, 2011. In May 2011, the senior lender removed the senior debt coverage ratio covenant for the March 31, 2011 and June 30, 2011 periods, waived the December 31, 2010 non-compliance of the senior debt coverage ratio and modified the maturity date of the Credit Agreement. In 2010, the senior lender modified the monthly principal payments, modified the maturity of the Credit Agreement and reduced the availability under the revolving loan from $5.0 million to $4.3 million. The Credit Agreement is secured by substantially all of our eligible accounts receivable, inventory and other assets. We cannot provide any assurance that we would have sufficient cash and liquid assets to fund normal operations during the period of time when we are required to repay amounts outstanding under the Credit Agreement.

The Company’s Board of Directors has approved a comprehensive restructuring plan which included offers to the holders of the Company’s 8¼% Limited convertible senior subordinated notes due 2012 (the “Notes”) to receive $225 plus 250 shares of the Company’s Common Stock for each $1,000 Note exchanged and to the holders of the Company’s 9 ½% Subordinated debentures due 2012 (the “Debentures”)to receive $100 for each $1,000 Debenture exchanged. The Debentures are subordinate to the claims of the holders of the Notes and the Company’s senior lender under the Credit Agreement, among other senior claims. Both offers expired on October 31, 2011. $8,976,000 principal amount of the Notes and $718,000 principal amount of the Debentures were exchanged. The Common Stock offered in exchange for the Notes will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

As part of the Company’s restructuring plan, on November 14, 2011 the Company completed the sale of an aggregate of $8.3 million of securities (the “Offering”) consisting of (i) 416,500 shares of the Company’s Series A Convertible Preferred Stock, par value $1.00 per share, (the “Preferred Stock”) having a stated value of $20.00 per share and convertible into fifty (50) shares of the Company’s Common Stock, par value $1.00 per share (or an aggregate of 20,825,000 shares of Common Stock), and (ii) 4,165,000 one-year warrants (the “A Warrants”). These securities were issued at a purchase price of $20,000 per unit (the “Unit”). Each Unit consisted of 1,000 shares of Preferred Stock (convertible into 50,000 shares of Common Stock) and 10,000 A Warrants. Each A Warrant entitles the holder to purchase (a) one share of the Company’s Common Stock and (b) a three-year warrant (the “B Warrants”), at an exercise price of $1.00 per share (subject to adjustment to $0.20 per share at 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). Each B Warrant shall entitle the holder to purchase one share of the Company’s Common Stock at an exercise price of $1.00 per share (subject to adjustment to $0.50 per share at 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 Company has been successful in obtaining additional liquidity, and as a result we now believe that we will have sufficient cash and liquid assets to fund normal operations for the next 12 months.

Because of the uncertainty surrounding our ability to obtain additional liquidity and the potential of the remaining noteholders and/or trustees to give notice to the Company of a default on either the Debentures or the Notes, our independent registered public accounting firm has issued an opinion on our 2010 consolidated financial statements that states that the consolidated financial statements were prepared assuming we will continue as a going concern, however the opinion further stated that the uncertainty regarding the ability to make the required sinking fund payments on the Debentures and the interest payments on the Notes and the Debentures, together with the potential of the senior lender accelerating the payments under the Credit Agreement due to the events of default on the Debentures and the Notes raises substantial doubt about our ability to continue as a going concern. See Note 2 – Going Concern to the condensed consolidated financial statements.

Results of Operations

Nine months Ended September 30, 2011 Compared to Nine months Ended September 30, 2010

Total revenues for the nine months ended September 30, 2011 decreased $1.6 million or 8.6% to $17.1 million from $18.7 million for the nine months ended September 30, 2010, primarily due to a decrease in Outdoor display sales revenues.

Indoor display revenues increased $103,000 or 1.9%. Of this increase, Indoor display equipment sales increased $484,000 or 33.8%, primarily due to an increase in sales from the gaming market. Indoor display equipment rentals and maintenance revenues decreased $381,000 or 9.5%, primarily due to disconnects and non-renewals of equipment on rental on existing contracts in the financial services market. The financial services market continues to be negatively impacted by the current investment climate resulting in consolidation within that industry and the wider use of flat-panel screens for smaller applications. Also, the global recession has negatively impacted Indoor rentals and maintenance revenues.

Outdoor display revenues decreased $1.6 million or 12.2%. Of this decrease, Outdoor display

equipment sales decreased $1.2 million or 11.8%, primarily in the commercial market and in the catalog sports market, principally due to decreases in state and local budgets. Outdoor display equipment rentals and maintenance revenues decreased $370,000 or 13.9%, primarily due to the continued expected revenue decline in the older Outdoor display equipment rental and maintenance bases acquired in the early 1990s. The global recession has negatively impacted the Outdoor sales and rentals and maintenance revenues as well.

LED lighting is a start-up business and has not generated any revenues for the nine months ended September 30, 2011.

Real estate rental revenues decreased $113,000 or 62.1%, due to the termination of a tenant lease in the fourth quarter of 2010 in our Santa Fe, New Mexico rental property.

Total operating loss for the nine months ended September 30, 2011 remained level at $4.1 million. The 2011 operating loss for the nine months ended September 30, 2011 includes an $800,000 reserve for obsolete inventory due to the Company’s focus on its new TL Vision product line. The 2010 operating loss for the nine months ended September 30, 2010 included the $1.1 million restructuring costs and the $456,000 charge to write-off engineering software.

Indoor display operating loss decreased $931,000 to $1.1 million in 2011 compared to $2.0 million in 2010, primarily as a result of a decrease in restructuring costs, offset by a $66,000 charge for goodwill impairment due to the Company’s focus on its new TL Vision product line. The cost of Indoor displays represented 85.2% of related revenues in 2011 compared to 92.5% in 2010. Indoor display cost of equipment rentals and maintenance as a percentage of related revenues decreased primarily due to a $491,000 decrease in depreciation expense and a $102,000 decrease in field service costs. The Company periodically addresses the cost of field service to keep it in line with revenues from equipment rentals and maintenance. Cost of Indoor display equipment rentals and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. Indoor display cost of equipment sales increased $287,000 or 29.8%, due to the increase in revenues, offset by a reduction in material costs. Indoor display general and administrative expenses decreased $522,000 or 21.3%, primarily due to the $937,000 reduction in restructuring costs offset by an increase in payroll and benefits and related expenses and a $132,000 increase in bad debt expense.

Outdoor display operating income decreased $1.2 million to a loss of $814,000 in 2011 compared to income of $403,000 in 2010, primarily as a result of the decrease in revenues and an increase in the reserve for obsolete inventory, offset by a decrease in general and administrative expenses. The cost of Outdoor displays represented 87.9% of related revenues in 2011 compared to 78.6% in 2010. Outdoor display cost of equipment sales remained level, despite the $800,000 increase in the reserve for obsolete inventory, offset by the decrease in volume. Outdoor display cost of equipment rentals and maintenance decreased $209,000 or 12.1%, primarily due to a $93,000 decrease in depreciation expense and a $115,000 decrease in field service costs to maintain the equipment. Cost of Outdoor display equipment rentals and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. Outdoor display general and administrative expenses decreased $201,000 or 8.4%, primarily due to the $456,000 charge to write-off engineering software in 2010 and a $82,000 reduction in restructuring costs, offset by a $240,000 increase in bad debt expense.

LED lighting operating loss increased $93,000 or 63.7%, primarily due to an increase in marketing and payroll and related expenses.

Real estate rental operating income decreased $170,000 to a loss of $36,000 compared to a profit of $134,000 in 2010, primarily due to the termination of a tenant lease in the fourth quarter of 2010 and a $47,000 increase in bad debt expense in 2011. The cost of Real estate rental represented 71.0% of related revenues in 2011 compared to 22.0% in 2010. Real estate rental general and administrative expenses increased $48,000 due to the increase in bad debt expense.

Corporate general and administrative expenses decreased $533,000 or 22.2%. Reductions in consulting and medical expenses contributed to the decrease this year, as well as an increase of $231,000 in the Canadian currency exchange gain. The Company continues to monitor and reduce certain overhead costs such as benefit and medical costs and has outsourced the human resources department in the second quarter of 2011.

Net interest expense decreased $21,000 or 1.8%, primarily due to scheduled payments of long-term debt as well as a reduction in amortization of prepaid financing costs compared to 2010.

The effective tax rate for the nine months ended September 30, 2011 and 2010 was 0.4% and 0.8%, respectively. Both the 2011 and 2010 tax rates are being affected by the valuation allowance on the Company’s deferred tax assets as a result of reporting pre-tax losses. The income tax expense relates to the Company’s Canadian subsidiary.

The loss from discontinued operations relates to impairment in the fair market value of the land held for sale located in Silver City, New Mexico.

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010

Total revenues for the three months ended September 30, 2011 increased slightly compared to the three months ended September 30, 2010, primarily due to an increase in Indoor display sales revenues, offset by a decrease in Outdoor display rental and maintenance revenues.

Indoor display revenues increased $214,000 or 13.4%. Of this increase, Indoor display equipment sales increased $284,000 or 87.1%, primarily due to an increase in sales from gaming market. Indoor display equipment rentals and maintenance revenues decreased $70,000 or 5.5%, primarily due to disconnects and non-renewals of equipment on rental on existing contracts in the financial services market. The financial services market continues to be negatively impacted by the current investment climate resulting in consolidation within that industry and the wider use of flat-panel screens for smaller applications. Also, the global recession has negatively impacted Indoor rentals and maintenance revenues.

Outdoor display revenues decreased $148,000 or 2.7%. Of this decrease, Outdoor display equipment

rentals and maintenance revenues decreased $227,000 or 24.4%, primarily due to the continued expected revenue decline in the older Outdoor display equipment rental and maintenance bases acquired in the early 1990s. Outdoor display equipment sales increased $79,000 or 1.8%, primarily in the catalog sports market. The global recession has negatively impacted the Outdoor sales and rentals and maintenance revenues as well.

LED lighting is a start-up business and has not generated any revenues for the quarter ended September 30, 2011.

Real estate rental revenues decreased $28,000 or 53.8%, due to the termination of a tenant lease in the fourth quarter of 2010 in our Santa Fe, New Mexico rental property.

Total operating loss for the three months ended September 30, 2011 increased $667,000 to $1.5 million from $836,000 for the three months ended September 30, 2010, principally due to the $800,000 reserve for obsolete inventory due to the Company’s focus on its new TL Vision product line.

Indoor display operating loss decreased $52,000 to $535,000 in 2011 compared to $587,000 in 2010, primarily as a result of the increase in sales revenues, offset by the $66,000 charge for goodwill impairment due to the Company’s focus on its new TL Vision product line. The cost of Indoor displays represented 93.9% of related revenues in 2011 compared to 100.9% in 2010. Indoor display cost of equipment rentals and maintenance as a percentage of related revenues decreased primarily due to a $187,000 decrease in depreciation expense and a $44,000 decrease in field service costs. The Company periodically addresses the cost of field service to keep it in line with revenues from equipment rentals and maintenance. Cost of Indoor display equipment rentals and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. Indoor display cost of equipment sales increased $286,000 or 131.8%, primarily due to the increase in revenues. Indoor display general and administrative expenses increased $74,000 or 12.9%, primarily due to the $66,000 charge for goodwill impairment.

Outdoor display operating income decreased $998,000 to a loss of $353,000 in 2011 compared to income of $645,000 in 2010, primarily as a result of the $800,000 increase in the reserve for obsolete inventory. The cost of Outdoor displays represented 93.5% of related revenues in 2011 compared to 77.3% in 2010. Outdoor display cost of equipment sales increased $771,000 or 21.2%, principally due to the increase in reserve for obsolete inventory. Outdoor display cost of equipment rentals and maintenance decreased $32,000 or 5.7%, primarily due to a $31,000 decrease in depreciation expense. Cost of Outdoor display equipment rentals and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. Outdoor display general and administrative expenses increased $111,000 or 18.9%, primarily due to an increase in the bad debt expense offset by a decrease in restructuring costs.

LED lighting operating loss increased $87,000 or 127.9%, primarily due to an increase in marketing expenses and payroll and related benefits.

Real estate rental operating income decreased $75,000 to a loss of $42,000 in 2011 compared to

income of $33,000 in 2010, primarily due to the termination of a tenant lease in the fourth quarter of 2010 and the $47,000 increase in bad debt expense. The cost of Real estate rental represented 66.7% of related revenues in 2011 compared to 30.8% in 2010. Real estate rental general and administrative expenses increased $47,000 to $50,000 in 2011 from $3,000 in 2010 due to the increase in bad debt expense.

Corporate general and administrative expenses decreased $441,000 or 51.3%. The 2011 corporate general and administrative expenses includes a $302,000 Canadian currency exchange gain, a $44,000 decrease in restructuring costs and a reduction in human resources department and benefits due to the outsourcing of that department, offset by an increase in consulting expenses.

Net interest expense increased $39,000 or 10.3%, primarily due to the revaluation of the Warrants to their current market value.

The effective tax rate for the three months ended September 30, 2011 and 2010 was 0.4% and 1.2%, respectively. Both the 2011 and 2010 tax rates are being affected by the valuation allowance on the Company’s deferred tax assets as a result of reporting pre-tax losses. The income tax expense relates to the Company’s Canadian subsidiary.

The loss from discontinued operations relates to impairment in the fair market value of the land held for sale located in Silver City, New Mexico.

Liquidity and Capital Resources

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant recurring losses from continuing operations and has a significant working capital deficiency. The Company incurred a net loss of $5.2 million for the nine months ended September 30, 2011 and has a working capital deficiency of $19.5 million as of September 30, 2011. In addition, the Company reported a loss from continuing operations of $7.1 million for the year ended December 31, 2010. The results for the nine months ended September 30, 2011 includes $86,000 for restructuring costs related to the restructuring plan, as further discussed in Note 3 – Plan of Restructuring to the condensed consolidated financial statements. As further discussed in Note 6 – Long-Term Debt to the condensed consolidated financial statements, the Company has not remitted the December 1, 2009 and 2010 required sinking fund payments of $105,700 each on its 9½% Subordinated debentures due 2012 (the “Debentures”) and the June 1, 2010 and 2011 and December 1, 2010 interest payments of $50,200 each to the trustee. In addition, the Company has not remitted the March 1, 2010 and 2011 and September 1, 2010 and 2011 interest payments of $417,800 each on its 8¼% Limited convertible senior subordinated notes due 2012 (the “Notes”). Under the terms of the Indenture that govern the Debentures and Notes, the non-payments constitute events of default; accordingly, the trustees or the holders of 25% of the outstanding Debentures and Notes have the right to declare the outstanding principal and interest due and payable immediately. In the event that the Company receives such notice, the senior lender has the right to demand payment on outstanding amounts under the Credit Agreement. The outstanding Debentures, Notes and Credit Agreement

debt are classified as Current portion of long-term debt on the accompanying Condensed Consolidated Balance Sheets. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s Board of Directors has approved a comprehensive restructuring plan which included offers to the holders of the Notes to receive $225 plus 250 shares of the Company’s Common Stock for each $1,000 Note exchanged and to the holders of the Debentures to receive $100 for each $1,000 Debenture exchanged. The Debentures are subordinate to the claims of the holders of the Notes and the Company’s senior lender under the Credit Agreement, among other senior claims. Both offers expired on October 31, 2011. $8,976,000 principal amount of the Notes and $718,000 principal amount of the Debentures were exchanged. The Common Stock offered in exchange for the Notes will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

accounts receivable and inventory, at a variable rate of interest of Prime plus 2.00%, with a floor of 6.00% (6.00% at September 30, 2011), which was due to mature November 1, 2011. Subsequent to the end of quarter in November 2011, the senior lender agreed to modify the maturity date of the Credit Agreement to December 1, 2011. The net proceeds of the Offering were used to fund the restructuring of the Company’s outstanding debt, which included paying the $320,833 outstanding term loan and paying $1.0 million on the outstanding revolving loan with the senior lender under the Credit Agreement. In May 2011, the senior lender removed the senior debt coverage ratio covenant for the March 31, 2011 and June 30, 2011 periods, waived the December 31, 2010 non-compliance of the senior debt coverage ratio and modified the maturity date of the Credit Agreement. In 2010, the senior lender modified the monthly principal payments, modified the maturity date of the Credit Agreement and reduced the availability under the revolving loan from $5.0 million to $4.3 million. As of September 30, 2011, the Company has drawn the entire $4.3 million against the revolving loan facility, so none was available for additional borrowing. The Credit Agreement requires an annual facility fee on the unused commitment of 0.25% and requires compliance with certain financial covenants, as defined in the Credit Agreement, which include a loan-to-value ratio of not more than 50% and a quarterly $1.0 million cap on capital expenditures. As of September 30, 2011, the Company was in compliance with the foregoing financial covenants. The senior lender has waived the cross-defaults in connection with the Notes and the Debentures, but in the event that the holders of the Notes or the Debentures or trustees declare a default and begin to exercise any of their rights or remedies in connection with the non-payment defaults, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have. In addition, the senior lender has waived the default of non-payment of certain pension plan contributions, but in the event that any government agency takes any enforcement action or otherwise exercises any rights or remedies it may have, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have. The Company’s objective in regards to the Credit Agreement is to obtain additional funds from external sources through equity or additional debt financing and the Company is in discussions with senior lenders and others to obtain additional borrowing capacity, which management hopes to accomplish within the next twelve months despite the current global credit markets, economic conditions and operating results of the Company. While management hopes it can be successful in the long run, there can be no assurance that management will be successful in achieving these objectives. The Company continually evaluates the need and availability of long-term capital in order to meet its cash requirements and fund potential new opportunities. The amounts outstanding under the Credit Agreement are collateralized by all of the Display division assets.

On March 1, 2010, the Company refinanced its existing mortgage on its facility located in Des Moines, Iowa. The refinancing was for $650,000 at a fixed rate of interest of 6.50% payable in

monthly installments, which matures on March 1, 2015 and requires a compensating balance of $200,000. The Company used proceeds of $390,000 to settle the prior debt and used the $260,000 balance for working capital needs.

The Company has generated cash provided by operating activities of $570,000 and $1.4 million for the nine months ended September 30, 2011 and 2010, respectively. The Company has implemented several initiatives to improve operational results and cash flows over future periods, including the closing of the Stratford, Connecticut manufacturing facility in 2010 and has outsourced the human resources department in 2011. The Company continues to explore ways to reduce operational and overhead costs. The Company periodically takes steps to reduce the cost to maintain the equipment on rental and maintenance.

The Company is dependent on future operating performance in order to generate sufficient cash flows in order to continue to run its businesses. Future operating performance is dependent on general economic conditions, as well as financial, competitive and other factors beyond our control. As a result, we have experienced a decline in our sales and lease and maintenance bases. The cash flows of the Company are constrained, and in order to more effectively manage its cash resources in these challenging economic times, the Company has, from time to time, increased the timetable of its payment of some of its payables. We believe that with the additional liquidity the Company obtained subsequent to the end of the quarter, we will meet our anticipated current and near term cash requirements. The Company’s objective in regards to the Credit Agreement is to obtain additional funds from external sources through equity or additional debt financing prior to the new maturity of the Credit Agreement of December 1, 2011, and is in discussions with various parties, but has no agreements or commitments such parties with respect to obtaining any additional funds, and the current global credit environment has been and continues to be a challenge in accomplishing these objectives. If the Company is unable to obtain replacement financing before the new maturity of the Credit Agreement on December 1, 2011, the senior lender has the right to call the loan. If the loan were called, the Company would have difficulties meeting its obligations in the normal course of business. The Company continually evaluates the need and availability of long-term capital in order to meet its cash requirements.

As of September 30, 2011 the Company had $10.1 million of Notes outstanding. Interest is payable semi-annually and the Notes may be redeemed, in whole or in part, at par. The Company has not remitted the March 1, 2010 and 2011 and September 1, 2010 and 2011 semi-annual interest payments of $417,800 each to the trustee. The non-payments constitute an event of default under the Indenture governing the Notes and the trustee, by notice to the Company, or the holders of 25% of the principal outstanding, by notice to the Company and the trustee, may declare the outstanding

principal plus interest due and payable immediately. When such notice is received by the Company, no payment shall be made by the Company to the holders or trustee until the earlier of such non-payment event of default is cured or waived or 179 days since receipt by the trustee of notice of such event, unless the holder of Senior Indebtedness has accelerated the due date thereof. If the holder of Senior Indebtedness accelerates the due date at any time, then no payment may be made until the default is cured or waived. The Company’s Board of Directors approved a comprehensive restructuring plan which included an offer to the holders of the Notes to receive $225 plus 250 shares of the Company’s Common Stock for each $1,000 Note exchanged. The offer expired on October 31, 2011. $8,976,000 principal amount of the Notes were exchanged, leaving $1,153,000 outstanding. The Common Stock offered in exchange for the Notes will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

In addition, the Company had $1.1 million of Debentures outstanding as of September 30, 2011. The Company has not remitted the December 1, 2009 and 2010 annual sinking fund payments of $105,700 each to the trustee. Interest is payable semi-annually and the Debentures may be redeemed, in whole or in part, at par. The Company has not remitted the June 1, 2010 and 2011 and December 1, 2010 semi-annual interest payments of $50,200 each to the trustee. The non-payments constitute an event of default under the Indenture governing the Debentures and the trustee, by notice to the Company, or the holders of 25% of the principal outstanding, by notice to the Company and the trustee, may declare the outstanding principal plus interest due and payable immediately. During the continuation of any event which, with notice or lapse of time or both, would constitute a default under any agreement under which Senior Indebtedness is issued, if the effect of such default is to cause or permit the holder of Senior Indebtedness to become due prior to its stated maturity, no payment of principal, premium or interest shall be made on the Debentures unless and until such default shall have been remedied, if written notice of such default has been given to the trustee by the Company or the holder of Senior Indebtedness. The failure to make the sinking fund payments is an event of default under the Credit Agreement and no payment can be made to such trustee or the holders at this time as such event has not been waived. The Company’s Board of Directors approved a comprehensive restructuring plan which includes an offer to the holders of the Debentures to receive $100 for each $1,000 Debenture offered. The offer expired on October 31, 2011. $718,000 principal amount of the Debentures were exchanged, leaving $339,000 outstanding. The Debentures are subordinate to the claims of the holders of the Notes and the Company’s senior lender under the Credit Agreement, among other senior claims.

In March 2011 and 2010, the Company submitted to the Internal Revenue Service requests for waivers of the minimum funding standard for its defined benefit plan. The waiver requests were submitted as a result of the current economic climate and the current business hardship that the Company is experiencing. The waivers, if granted, will defer payment of $559,000 and $285,000 of the minimum funding standard for the 2010 and 2009 plan years, respectively. If the waivers are not granted, the Pension Benefit Guaranty Corporation and the Internal Revenue Service have various enforcement remedies they can implement to protect the participant’s benefits; such as termination of the plan and require the Company to make the unpaid contributions. The senior lender has waived the default of non-payment of certain pension plan contributions, but in the event that any government agency takes any enforcement action or otherwise exercises any rights or remedies it

may have, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have. At this time, the Company is hoping to make its required contributions for the 2011 plan year; however there is no assurance that the Company will be able to make all payments.

Cash and cash equivalents increased $382,000 for the nine months ended September 30, 2011 compared to a decrease of $78,000 for the nine months ended September 30, 2010. The increase in 2011 is primarily attributable to cash provided by operating activities of $570,000 and $150,000 of borrowings on its revolving credit facility, offset by the investment in equipment for rental of $296,000, the investment in property, plant and equipment of $48,000, scheduled payments of long-term debt of $544,000 and an additional payment on the term loan portion of the Credit Agreement of $100,000. In addition, the Company obtained a mortgage on its land held for sale located in Silver City, New Mexico for $650,000. The decrease in 2010 is primarily attributable to the investment in equipment for rental of $1.2 million, the investment in property, plant and equipment of $57,000 and scheduled payments of long-term debt of $680,000, offset by cash provided by operating activities of $1.4 million and $130,000 of borrowings on its revolving credit facility. Also in 2010, the Company refinanced its Des Moines mortgage, netting an additional $260,000 for working capital needs.

A fundamental principle of the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. This principle is applicable to all entities except for entities in liquidation or entities for which liquidation appears imminent. In accordance with this requirement, the Company has prepared its condensed consolidated financial statements on a going concern basis. While we have prepared our consolidated financial statements on a going concern basis, our condensed consolidated financial statements included in this quarterly report on Form 10-Q do not reflect any adjustments that might specifically result from the outcome of this uncertainty. The Company has disclosed its restructuring plan. See Note 2 – Going Concern to the condensed consolidated financial statements.

Under various agreements, the Company is obligated to make future cash payments in fixed amounts. These include payments under the Company’s long-term debt agreements, employment and consulting agreement payments and rent payments required under operating lease agreements. The Company has both variable and fixed interest rate debt. Interest payments are projected based on actual interest payments incurred until the underlying debts mature.

The following table summarizes the Company’s fixed cash obligations as of September 30, 2011 for the remainder of 2011 and the next four years:


	Remainder of
In thousands	2011	2012	2013	2014	2015
Long-term debt, including interest	$ 17,803	$ 2,654	$ 89	$ 89	$ 400
Employment and consulting agreement obligations	363	226	195	195	-
Operating lease payments	75	262	72	-	-
Total	$ 18,241	$ 3,142	$ 356	$ 284	$ 400

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

The Company may, from time to time, provide estimates as to future performance. These forward-looking statements will be estimates and may or may not be realized by 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.

Quantitative and Qualitative Disclosures about Market Risk

The Company is subject to interest rate risk on its long-term debt. The Company manages its exposure to changes in interest rates by the use of variable and fixed interest rate debt. The fair value of the Company’s fixed rate long-term debt is disclosed in Note 4 – Fair Value to the condensed consolidated financial statements. A one-percentage point change in interest rates would result in an annual interest expense fluctuation of approximately $64,000. In addition, the Company is exposed to foreign currency exchange rate risk mainly as a result of its investment in its Canadian subsidiary. A 10% change in the Canadian dollar relative to the U.S. dollar would result in a currency exchange expense fluctuation of approximately $340,000, based on dealer quotes, considering current exchange rates. The Company does not enter into derivatives for trading or speculative purposes. At September 30, 2011, the Company did not hold any derivative financial instruments.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management (including our Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded these disclosure controls are effective as of September 30, 2011.

Changes in Internal Control over Financial Reporting. There has been no change in the Company’s internal control over financial reporting, that occurred in the quarter ended September 30, 2011, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

The Company is subject to a number of risks including general business and financial risk factors. Any or all of such factors could have a material adverse effect on the business, financial condition or results of operations of the Company. There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, which should be carefully considered.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On June 17, 2011, the Company entered into a subscription agreement for a private placement for which R. F. Lafferty & Co., Inc. acted as the placement agent, consisting of $650,000 of 4.00% secured notes of the Company pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. In connection with the purchase of these 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 to $0.10 per share). No underwriting discounts or commissions were paid.

Defaults Upon Senior Securities

As disclosed in Note 6 – Long-Term Debt to the condensed consolidated financial statements, as of September 30, 2011 the Company had $10.1 million of 8¼% Limited convertible senior subordinated notes due 2012 (the “Notes”) which are no longer convertible into common shares; interest is payable semi-annually and the Notes may be redeemed, in whole or in part, at par. The Company has not remitted the March 1, 2010 and 2011 and September 1, 2010 and 2011 semi-annual interest payments of $417,800 each to the trustee. The non-payments constitute an event of default under the Indenture governing the Notes and the trustee, by notice to the Company, or the holders of 25% of the principal amount of the Notes outstanding, by notice to the Company and the trustee, may declare the outstanding principal plus interest due and payable immediately. When such notice is received by the Company, no payment shall be made by the Company to the holders or

trustee until the earlier of such non-payment event of default is cured or waived or 179 days since receipt by the trustee of notice of such event, unless the holder of Senior Indebtedness has accelerated the due date thereof. If the holder of Senior Indebtedness accelerates the due date at any time, then no payment may be made until the default is cured or waived. At September 30, 2011, the total principal amount outstanding under the Notes is classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets. The Company’s Board of Directors approved a comprehensive restructuring plan which included an offer to the holders of the Notes to receive $225 plus 250 shares of the Company’s Common Stock for each $1,000 Note exchanged. The offer expired on October 31, 2011. $8,976,000 principal amount of the Notes were exchanged, leaving $1,153,000 outstanding. The Common Stock offered in exchange for the Notes will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Also disclosed in Note 6 – Long-Term Debt to the condensed consolidated financial statements, as of September 30, 2011 the Company had $1.1 million of 9½% Subordinated debentures due 2012 (the “Debentures”) which are due in annual sinking fund payments of $105,700 beginning in 2009, which payments have not been remitted by the Company, with the remainder due in 2012; interest is payable semi-annually and the Debentures may be redeemed, in whole or in part, at par. The Company has not remitted the June 1, 2010 and 2011 and December 1, 2010 semi-annual interest payments of $50,200 each to the trustee. The non-payments constitute an event of default under the Indenture governing the Debentures and the trustee, by notice to the Company, or the holders of 25% of the principal amount of the Debentures outstanding, by notice to the Company and the trustee, may declare the outstanding principal plus interest due and payable immediately. During the continuation of any event which, with notice or lapse of time or both, would constitute a default under any agreement under which Senior Indebtedness is issued, if the effect of such default is to cause, or permit the holder of Senior Indebtedness to become due prior to its stated maturity, no payment of principal, premium or interest shall be made on the Debentures unless and until such default shall have been remedied, if written notice of such default has been given to the trustee by the Company or the holder of Senior Indebtedness. The failure to make the sinking fund and interest payments are events of default under the Credit Agreement and no payment can be made to such trustee or the holders at this time as such events of default have not been waived. At September 30, 2011, the total principal amount outstanding under the Debentures is classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets. The Company’s Board of Directors approved a comprehensive restructuring plan which included an offer to the holders of the Debentures to receive $100 for each $1,000 Debenture exchanged. The offer expired on October 31, 2011. $718,000 principal amount of the Debentures were exchanged, leaving $339,000 outstanding.

(Removed and Reserved)

Item 5.

Other Information

On November 14, 2011 the Company completed the sale of an aggregate of $8.3 million of securities (the “Offering”) consisting of (i) 416,500 shares of the Company’s Series A Convertible Preferred Stock, par value $1.00 per share, (the “Preferred Stock”) having a stated value of $20.00 per share and convertible into fifty (50) shares of the Company’s Common Stock, par value $1.00 per share (or an aggregate of 20,825,000 shares of Common Stock), and (ii) 4,165,000 one-year warrants (the “A Warrants”). These securities were issued at a purchase price of $20,000 per unit (the “Unit”). Each Unit shall consist of 1,000 shares of Preferred Stock (convertible into 50,000 shares of Common Stock) and 10,000 A Warrants. Each A Warrant entitles the holder to purchase (a) one share of the Company’s Common Stock and (b) a three-year warrant (the “B Warrants”), at an exercise price of $1.00 per share (subject to adjustment to $0.20 per share at 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). Each B Warrant shall entitle the holder to purchase one share of the Company’s Common Stock at an exercise price of $1.00 per share (subject to adjustment to $0.50 per share at 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).

R.F. Lafferty & Co., Inc., a FINRA registered broker-dealer, was engaged as placement agent in connection with the private placement. The placement agent was paid fees based upon a maximum of an $8,000,000 raise (and no fees were paid upon the additional $330,000 of gross proceeds raised which brought the total offering to $8,330,000). Such fees consisted of a cash fee in the amount of $400,000 and warrants to purchase 24 Units. The A Warrants issuable upon exercise of the Placement Agent Warrants (and the B Warrants issuable upon exercise of the A Warrants underlying the Placement Agent’s Warrants) shall be substantially the same as the A Warrants (and B Warrants) sold to the investors in the Offering, except that they have the following exercise periods: (i) the A Warrants issuable upon exercise of the Placement Agent Warrants shall be exercisable for a period of two (2) years from the date of exercise of the Placement Agent Warrants; and (ii) the B Warrants issuable upon exercise of the A Warrants underlying the Placement Agent Warrants shall be exercisable for a period equal to the longer of (i) three (3) years from the Closing Date or (ii) one (1) year from the date or exercise of the A Warrants underlying the Placement Agent Warrants. The Placement Agent Warrants are exercisable at a price of $0.50, and the A Warrants and B Warrants issuable upon exercise of the Placement Agent Warrants will be exercisable at a price of $1.00 per share (subject to adjustment to $0.20 per share in the case of the A Warrants and $0.50 per share in the case of the B Warrants, on the same terms as provided in the A Warrants and B Warrants sold to the investors in the offering).

In connection with the private placement, the Company agreed with investors in the private placement to file a proxy or information statement with the SEC no later than thirty (30) days after the Closing Date and use our best efforts to obtain, on or before sixty (60) days after the Closing Date, such approvals of the Company’s stockholders as may be required to (i) reduce the par value of the Company’s Common Stock and Preferred Stock to $0.001 per share, (ii) increase the number of authorized shares of Common Stock of the Company to 60,000,000 shares, and (iii) issue all of the shares of Common Stock issuable upon conversion or exercise of, or otherwise with respect to, the Shares and the Warrants in accordance with Delaware law and any applicable rules or regulations of

the Pink Sheets, the OTCBB and/or NASDAQ, through an increase in authorized capital (the “Stockholder Approval”).

In connection with the private placement, the Company also agreed with investors in the private placement to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of 100% of the shares of common stock underlying the Preferred Stock, and the A Warrants issued (and B Warrants issuable upon exercise of the A Warrants) in connection with the private placement no later than the earlier of (i) 60 days after the Closing Date, and (ii) 10 days after the Stockholder Approval is required.

The securities sold in the private placement were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The investors all had prior investment experience, including experience investing in non-listed and non-registered common stock and that he or she understood the highly speculative nature of any investment in the stock offered as a prerequisite to the offerees’ participation in the Offering. The securities shall not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

In addition to the foregoing, as of November 14, 2011, the Company completed an exchange offer with the holders of the Company’s Notes pursuant to which such holders received $225 plus 250 shares of the Company’s Common Stock for each $1,000 Note exchanged. Pursuant to such exchange offer, $8,976,000 principal amount of the Notes were exchanged for an aggregate of $2,019,600 in cash and 2,244,000 shares of the Company’s Common Stock.

The foregoing information is a summary of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of such agreements, a copy of which are attached as exhibits to this Quarterly Report on Form 10-Q. Readers should review such agreement for a complete understanding of the terms and conditions associated with these transactions.

Item 6.

Exhibits


3.1	Form of Subscription Agreement dated as of September 28, 2011, filed herewith.

3.2	Statement of Designation, Powers, Preferences and Rights of Series A Convertible Preferred Stock, filed herewith.

3.3	Form of Class A Warrant, filed herewith.

3.4	Form of Class B Warrant, filed herewith.

10.1	Amendment No. 18 to the Amended and Restated Commercial Loan and Security Agreement with People’s United Bank dated as of November 1, 2011, filed herewith.

31.1	Certification of Jean-Marc Allain, President and Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Angela D. Toppi, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Jean-Marc Allain, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Angela D. Toppi, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SERIES A CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE

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, thereunto duly authorized.


		TRANS-LUX CORPORATION
		(Registrant)


	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: November 18, 2011

EX-3 2 exhibit3z1.htm EXHIBIT 3.1 Exhibit 3.1

EXHIBIT 3.1

FORM OF

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of September 28, 2011, and made as of the date set forth on the Signature Page hereof between Trans-Lux Corporation, a Delaware corporation (“Company”) and the undersigned, as identified on the “Signature Page” (the “Subscriber”).

W I T N E S S E T H:

WHEREAS, the Company is offering (the “Offering”) $8,330,000 principal amount of the Company’s securities, consisting of (i) 416,500 shares of the Company’s Series A Convertible Preferred Stock, par value $1.00 per share (the “Preferred Stock” or “Shares”) having a stated value of $20.00 per share (the “Stated Value”) and convertible into fifty (50) shares of the Company’s common stock, par value $1.00 per share (“Converted Shares”) (or up to 20,825,000 shares of such common stock), and (ii) 4,165,000 one-year warrants (“A Warrants”), each A Warrant entitling the holder to purchase (a) one share of the Company’s Common Stock and (b) a three-year warrant (“B Warrants”), at an exercise price of $1.00 per share (subject to adjustment to $0.20 per share as described in the A Warrant) and each B Warrant entitling the holder to purchase one share of the Company’s Common Stock at an exercise price of $1.00 per share (subject to adjustment to $0.50 per share as described in the B Warrant). As used herein: (i) the Shares, the A Warrants and the B Warrants are sometimes referred to as the “Securities”; (ii) the shares of common stock issuable upon exercise of the A Warrants and B Warrants shall be referred to as the “Warrant Shares”; and (iii) the Converted Shares and the Warrant Shares shall collectively be referred to as the “Underlying Securities”; and

WHEREAS, the Securities are being offered in units consisting of 1,000 Shares of Series A Convertible Preferred Stock, par value $1.00 per share, and 10,000 A Warrants (“Units”) at a price of $20,000 per Unit; and

WHEREAS, the Securities are being offered pursuant to exemptions from registration contained in Section 4(2) and Regulation D of the Securities Act of 1933 (the “Act”) only to persons who qualify as Accredited Investors.; and

WHEREAS, the Offering is to be conducted on a “best efforts-all or none” basis, subject to prior sale and the right of the Company to withdraw, cancel, or modify the offering and to reject any subscription, in whole or in part. The offering may continue until 90 days from the date of the Offering unless the offering is extended by the Company for an additional 30 days; and

WHEREAS, the Subscriber desires to purchase the number of Securities set forth on the Signature Page hereof on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:

ARTICLE I

SUBSCRIPTION FOR SECURITIES AND TERMS OF SUBSCRIPTION

1.1

Subject to the terms and conditions hereinafter set forth, Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to sell to Subscriber, the number of Units as is set forth upon the Signature Page hereof against payment made by personal or business check, wire or money order made payable to CST&T AAF Trans-Lux Escrow Account, referencing Account Number 530-156105 in accordance with Exhibit A attached hereto. Payment of the total subscription price for the Units must accompany or precede this executed Subscription Agreement.

INSTRUCTIONS FOR DELIVERY OF THE EXECUTED SUBSCRIPTION AGREEMENT TO THE COMPANY AND FOR PAYMENT OF THE SUBSCRIPTION AMOUNT ARE SET FORTH IN EXHIBIT A ATTACHED HERETO.

In connection with the Subscription, the Subscriber hereby authorizes and directs the Company to deliver the Securities to be issued to the Subscriber pursuant to this Agreement to the address indicated on the Signature Page hereto.

1.2

The Company’s agreement with each Subscriber is a separate agreement and the sale of Shares to each Subscriber is a separate sale.

1.3

The Subscriber understands, acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time subscribed for by the Subscriber, notwithstanding prior receipt by the Subscriber of notice of acceptance of the Subscriber’s subscription. The Subscriber understands, acknowledges and agrees with the Company that, except as otherwise set forth herein, the subscription hereunder is irrevocable by the Subscriber, except as required by law, and, as such, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder.

1.4

The Securities will be offered for sale until the earlier of (i) the closing on the Offering or (ii) December 27, 2011, subject to the right of the Company and the Placement Agent to mutually extend the Termination Date to January 26, 2012 without notice to prospective investors (the “Termination Date”). Notwithstanding the foregoing,the Company may at any time terminate the Offering.

ARTICLE II

REPRESENTATIONS BY SUBSCRIBER

In addition to the representations and warranties set forth in Article VI hereof and elsewhere in this Agreement, the Subscriber, represents, warrants and acknowledges to the Company that:

2.1

The Subscriber recognizes that (i) the purchase of the Securities involves a high degree of risk and is speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities; (ii) the Subscriber may not be able to liquidate its investment; (iii) the transferability of the Securities is extremely limited; and, (iv) in the event of a disposition of the Securities, the Subscriber could sustain the loss of its entire investment.

2.2

The Subscriber represents that the Subscriber is an “accredited investor”, as indicated by the Subscriber’s responses to the questions contained in Article VI.

2.3 The Subscriber hereby acknowledges that it has been furnished with, or has had an opportunity to acquire and carefully review, the “Offering Documents” consisting of the Company’s Private Placement Memorandum (the “Disclosure Document’’) which incorporates the “SEC Reports” of the Company as defined therein, this Subscription Agreement (“Subscription Agreement”), the Warrant and such other documents referred to in the Subscription Agreement and Disclosure Document all in the form approved by the parties. The Subscriber further represents and warrants that Subscriber is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement as well as the substantial risks relating to the investment hereby.

2.4

The Subscriber further represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber, his, her or its investment advisor, attorney and/or accountant has requested or desired to know and has been afforded the opportunity 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.

2.5

The Subscriber has relied primarily on his, her or its own investigation of the Company in making the Subscriber’s decision to invest in the Securities and has not relied upon any other representations or other information (whether oral or written) from the Company, or any agent, employee or affiliate of the Company or any other third party other than as set forth in the Offering Documents and the results of Subscriber’s own independent investigation. The Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company.

2.6

The Subscriber represents that no Securities were offered or sold to it 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.

2.7

The Subscriber understands that the Securities have not been, and will not be, registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities, and will acquire the Underlying Securities, for the Subscriber’s own account for investment purposes only and not with a view toward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities or the Underlying Securities to any other person.

2.8

The Subscriber agrees that the Subscriber will not transfer the Securities or the Underlying Securities unless such transfer is subject to an effective registration statement under the Act and regulations thereunder, or pursuant to an exemption from the registration requirements of the Act. Any such transfer may be subject the receipt of an opinion of counsel in a form and substance satisfactory to the Company to the effect that any proposed transfer or resale is in compliance with the act and any applicable state securities laws. The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities and the Underlying Securities reflecting the foregoing restrictions. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the aforesaid restrictions on the transferability of the Securities and the Underlying Securities. It is understood that, certificates evidencing the Securities may bear the following or any similar legend:

“The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws. Notwithstanding the foregoing, the securities may be pledged in connection with a bona fide margin account secured by the securities.”

2.9

The Subscriber agrees to supply the Company, within five (5) days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable.

2.10

The Subscriber understands, acknowledges and agrees with the Company that the Offering is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Act and the provisions of Regulation D adopted under the Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the

Subscriber and Subscriber will hold the Company harmless from all liability, damages, costs and expenses resulting from any breach thereof.

2.11

The Subscriber acknowledges that the information contained in the Offering Documents or otherwise made available to the Subscriber is confidential and non-public and agrees that all such information shall be kept in confidence by the Subscriber and will neither be used by the Subscriber for the Subscriber’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason, notwithstanding that the Subscriber’s Subscription may not be accepted by the Company.

2.12

The Company is under no obligation to, and there can be no assurance that, the Company will receive or accept subscriptions for the aggregate number of Securities being offered by the Company pursuant to the Offering.

2.13

If the Subscriber is an entity, such Subscriber is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Units pursuant to this Agreement.

2.14

The execution, delivery and performance by such Subscriber of the Offering Documents to which such Subscriber is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Subscriber, enforceable against such Subscriber in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

ARTICLE III

REPRESENTATIONS BY AND COVENANTS OF THE COMPANY

3.1

The Company hereby represents and warrants to the Subscriber that, (i) the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to sell and issue the Securities and perform its obligations with respect to the Agreement in accordance with the terms hereof and (ii) when executed and delivered by the Company, the Agreement will be duly executed and delivered by the Company.

3.2

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 Offering 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 Offering Documents by the Company; and (b) authorization, sale, issuance and delivery of the Securities and upon issuance, the Shares contemplated hereby and the performance of the Company’s obligations

under this Agreement and the Offering Documents has been taken. This Agreement and the Offering Documents have been duly executed and delivered by the Company and each 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.

3.3

The Company agrees that as long as any of the Securities remain issued and outstanding, it will not consummate any consolidation, merger, sale, transfer or other disposition of assets or shares, including any form of share exchange, unless prior to, or simultaneously with, the consummation thereof, the successor corporation resulting from such consolidation or merger (if other than the Company), or the corporation purchasing or otherwise acquiring the assets of the Company, agrees to assume the Company’s continuing obligations hereunder and under the Securities and Underlying Securities.

3.4

The Company shall file a preliminary proxy or information statement with the SEC no later than fifteen (15) days after the Closing Date and use its best efforts to obtain, no later than forty-five (45) days after the filing of a definitive proxy or information statement, such approval of the Company’s stockholders as may be required to (A) reduce the par value of the Company’s Common Stock to $0.001 per share, (B) increase the number of authorized shares of Common Stock of the Company to 60,000,000 shares, and (C) issue all of the shares of Common Stock issuable upon conversion or exercise of, or otherwise with respect to, the Shares and the Warrants in accordance with Delaware law and any applicable rules or regulations of the Pink Sheets, the OTCBB and/or any other Exchange, through an increase in authorized capital (the “Stockholder Approval”).

3.5

The Subscriber is entitled to the benefit of registration rights with respect to the Underlying Securities as set forth below:

(a)

As used in this Agreement, the following terms shall have the following meanings:

“Holders” shall mean the Subscriber, all other subscribers for the Securities, and any Person to whom the rights under this Section 3.4 have been transferred in accordance with the provisions herein.

“Person” shall mean any person, individual, corporation, limited liability company, partnership, trust or other nongovernmental entity or any governmental agency, court, authority or other body (whether foreign, federal, state, local or otherwise).

The terms “register,” “registered” and “registration,” refer to the registration effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Securities” shall mean the Warrant Shares and Converted Shares.

“Registration Expenses” shall mean all expenses incurred by the Company in complying with Section 3.4(b) hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and expenses of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration.

“Registration Statement” shall mean any registration statement of the Company filed under the Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities and all fees and expenses of legal counsel for any Holder.

(b)

The Company will prepare and file a Registration Statement covering the Registrable Securities. Such Registration Statement shall also include other equity securities of the Company as the Company and RF Lafferty & Co. may mutually agree. The Registration Statement shall be filed no later than the earlier of (i) 45 days after the filing of a definitive proxy statement soliciting the Stockholder Approval, and (ii) 10 days after the Company has obtained such approvals of its stockholders as may be required to (A) reduce the par value of the Company’s Common Stock to $0.001 per share, (B) increase the number of authorized shares of Common Stock of the Company to 60,000,000 shares, and (C) issue all of the shares of Common Stock issuable upon conversion or exercise of, or otherwise with respect to, the Shares and the Warrants in accordance with Delaware law and any applicable rules or regulations of the Pink Sheets, the OTCBB and/or any other Exchange, through an increase in authorized capital (the “Filing Deadline”). The Company shall use its commercially best efforts to cause the Registration Statement to be declared effective by the SEC as soon as reasonably practicable, but in no event later than 150 days following the Filing Deadline (or 150 days from the date the Registration Statement is filed if the Registration Statement is filed prior to the Filing Deadline).

(c)

From the date of this Agreement and until the later of (i) one (1) year after the Closing Date, or (ii) until all the Converted Shares and Warrant Shares have been resold or transferred by all the Subscribers pursuant to the Registration Statement or pursuant to Rule 144, without regard to volume limitation (the “Registration Period”), the Company will (A) cause its Common Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its reporting and filing obligations under the 1934 Act, (C) comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(b) or

12(g) of the 1934 Act, as applicable, and (D) comply with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use its best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until one (1) year after the Closing Date. Until the earlier of the resale of the Converted Shares and the Warrant Shares by each Subscriber or one (1) year after the Warrants have been exercised, the Company will use its best efforts to continue the listing, as applicable, or quotation of the Common Stock on the principal market on which its shares of Common Stock are currently traded (the “Principal Market”) and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Principal Market.

(d)

Except for a registration statement filed on behalf of the Subscribers pursuant to Section 3.4(b) of this Agreement, the Company will not file any registration statements, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the date the Registration Statement shall have been effective in connection with the public resale of the Converted Shares and Warrant Shares for 60 days or (ii) the date all the Converted Shares and Warrant Shares may be resold or transferred by the Subscribers without regard to volume limitations pursuant to Rule 144 ("Exclusion Period").

(e) The Holders shall have no right to take any action to restrain, enjoin or otherwise delay any registration statement filed by the Company as a result of any controversy that may arise with respect to the interpretation or implementation of this Agreement.

(f)

All Registration Expenses incurred in connection with any registration, qualification, exemption or compliance pursuant to Section 3.4(b) shall be borne by the Company. All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by such Holders.

(g)

In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Agreement, the Company shall, upon reasonable request, inform each Holder as to the status of such registration, qualification, exemption and compliance. At its expense the Company shall:

(i)

use its best efforts to keep such registration, and any qualification, exemption or compliance under state or federal securities laws which the Company determines to obtain, continuously effective until the termination of the Registration Period; and

(ii)

advise the Holders as soon as practicable:

(A) when such Registration Statement or any post-effective amendment thereto has become effective;

(B)

of (I) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for such purpose; or (II) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(C)

of the happening of any event that requires the making of any changes in such Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;

(iii)

make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time;

(iv)

furnish to each Holder, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules;

(v)

during the applicable Registration Period, deliver to each Holder, without charge, as many copies of the prospectus included in such Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Company consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;

(vi)

prior to any public offering of Registrable Securities pursuant to any Registration Statement, register or qualify or obtain an exemption for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holders reasonably request in writing, provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by such Registration Statement;

(vii)

upon the occurrence of any event contemplated by Section 3.4 (g)(iii) above, the Company shall promptly prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter promptly delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the

statements therein, in the light of the circumstances under which they were made, not misleading; and

(viii)

use its best efforts to comply with all applicable rules and regulations of the SEC, and use its best efforts to make generally available to the Holders not later than 45 days (or 90 days if the fiscal quarter is the fourth fiscal quarter) after the end of its fiscal quarter in which the first anniversary date of the effective date of such Registration Statement occurs, an earnings statement satisfying the provisions of Section 11(a) of the Act.

(h)

Indemnification.

(i)

To the extent permitted by law, the Company shall indemnify each Holder, each underwriter of the Registrable Securities and each person controlling such Holder within the meaning of Section 15 of the Act, including any officer, director or equityholder, with respect to which any registration, qualification or compliance has been effected pursuant to this Agreement, against all claims, losses, damages and liabilities (or action in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to the provisions herein) arising out of or based on the offering to which such registration statement or qualification relates, including but not limited to, any untrue statement (or alleged untrue statement) of a material fact contained in such Registration Statement, or any amendment or supplement thereof, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, and will reimburse each Holder, each underwriter of the Registrable Securities and each person controlling such Holder, for reasonable legal and other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that the Company will not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use in preparation of such Registration Statement, prospectus or offering circular; provided, further, that the Company will not be liable in any such case where the claim, loss, damage or liability arises out of or is related to the failure of the Holder to comply with the covenants and agreements contained in this Agreement respecting sales of Registrable Securities.

(ii)

Each Holder will severally, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter of the Registrable Securities and each person who controls the Company within the meaning of Section 15 of the Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to provisions below), arising out of or based on any untrue statement (or alleged untrue statement) of a

material fact contained in any registration statement, prospectus or offering circular, or any amendment or supplement thereof, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, and will reimburse the Company, such directors and officers, each underwriter of the Registrable Securities and each person controlling the Company for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred, in each case to the extent, but only to the extent, that such untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use in preparation of such registration statement, prospectus or offering circular; provided that the indemnity shall not apply to the extent that such claim, loss, damage or liability results from the fact that a current copy of the prospectus was not made available to the Holder and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage or liability. Notwithstanding the foregoing, in no event shall a Holder be liable for any such claims, losses, damages or liabilities in excess of the net proceeds received by such Holder in the offering, except in the event of fraud by such Holder.

(iii)

Each party entitled to indemnification under this Section 3.4(h) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless such failure is materially prejudicial to the Indemnifying Party in defending such claim or litigation. An Indemnifying Party shall not be liable for any settlement of an action or claim affected without its written consent (which consent will not be unreasonably withheld).

(iv)

If the indemnification provided for in this Section 3.4(h) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a

material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, in no event shall a Holder be liable for any such claims, losses, damages or liabilities pursuant to this Section 3.4(h)(iv) in excess of the net proceeds received by such Holder in the Offering, except in the event of fraud by such Holder.

(i) Disposition of Registrable Securities.

(i)

Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration until its receipt of copies of the supplemented or amended prospectus from the Company, such prospectus to be forwarded promptly to the Holder by the Company, and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

(ii)

Each Holder shall suspend, upon request of the Company, any disposition of Registrable Securities pursuant to a registration statement contemplated by either of Section 3.4(b) during any period, not to exceed one 45-day period within any one 12-month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable.

(iii)

As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 3.4.

(iv)

Each Holder hereby covenants with the Company not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Act to be satisfied.

(v)

Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to a Registration Statement described in this Section 3.4 are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing such Registrable Securities is accompanied by a certificate

reasonably satisfactory to the Company to the effect that (i) the Registrable Securities have been sold in accordance with such Registration Statement and (ii) the requirement of delivering a current prospectus has been satisfied.

(vi)

Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to a Registration Statement which would constitute a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law.

(vii)

At the end of the period during which the Company is obligated to keep a Registration Statement current and effective as described above, the Holders of Registrable Securities included in such Registration Statement shall discontinue sales of shares pursuant to such Registration Statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such Registration Statement which remain unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.

(j)

The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under this Section 3.4 may be assigned in full by a Holder in connection with a transfer by such Holder of its Registrable Securities, provided, however, that (i) such transfer may otherwise be effected in accordance with applicable securities laws; (ii) such Holder gives prior written notice to the Company; and (iii) such transferee agrees to comply with the terms and provisions of this Agreement, and such transfer is otherwise in compliance with this Agreement. Except as specifically permitted by this Section 3.4(j), the rights of a Holder with respect to Registrable Securities as set out herein shall not be transferable to any other Person, and any attempted transfer shall cause all rights of such Holder therein to be forfeited.

(k)

With the written consent of the Company and the Holders holding at least a majority of the Registrable Securities that are then outstanding, any provision of this Section 3.4 may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) or amended. Upon the effectuation of each such waiver or amendment, the Company shall promptly give written notice thereof to the Holders, if any, who have not previously received notice thereof or consented to any such waiver or amendment.

ARTICLE IV

CONDITIONS TO OBLIGATIONS OF THE COMPANY

4.1

The Company's obligation to sell and issue the Units at the closing is subject to the fulfillment to the Company’s satisfaction, on or prior to the closing date, of the following conditions, any of which may be waived by the Company:

(a)

The representations and warranties made by each Subscriber herein shall be true and correct in all material respects when made, and shall be true and correct in all

material respects on the closing date with the same force and effect as if they had been made on and as of said date. The Subscriber shall have performed in all material respects all obligations and covenants herein required to be performed prior to the Closing Date.

(b)

The Subscriber shall have delivered its purchase price to the Escrow Agent.

(c)

The Company shall only close on the $4,000,000 of subscriptions to be made by

GAMCO and/or its affiliates simultaneously with the closing of the remaining subscriptions (all of which together are being offered and will only be accepted on a "best-efforts all-or-none basis"), and all of which shall be on the same terms and conditions.

ARTICLE V

MISCELLANEOUS

5.1

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) one business day following the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified below, (b) one business day, if sent by overnight courier service, or (c) three business days following the date of mailing with the United States Postal Service by registered or certified mail, return receipt requested. The addresses for such notices and communications are those set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person.

If to the Company:

Kristin A. Kreuder, Esq.

Corporate Counsel

Trans-Lux Corporation

26 Pearl Street

Norwalk, CT 06850-1647

With a copy to:

Richard A. Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

If to a Subscriber:

At the address specified on the Signature Page hereof.

5.2

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.

5.3

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. The Subscriber may not assign its rights and/or obligations under this Agreement without the express written consent of Company or as otherwise provided for herein.

5.4

This Agreement will be deemed to have been made and delivered in New York and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. Any lawsuit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the courts of New York or in the United States District Courts located in such state. Each of the Company and the Subscriber (i) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, and (ii) irrevocably consents to the jurisdiction of the courts of New York in any such suit, action or proceeding. ANY SUIT OR OTHER JUDICIAL PROCEEDING RELATING TO THIS SUBSCRIPTION AGREEMENT OR ANY DISPUTE HEREUNDER OR WITH RESPECT HERETO SHALL BE HEARD BEFORE THE RELEVANT COURT WITHOUT A JURY, AND ALL OF THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY. Subscriber hereby waives any and all claims for and right to seek recovery of consequential, punitive and exemplary damages (including, but not limited to, claims for lost profits) in any action against the Company, its directors, officers, employees, consultants and/or agents.

5.5

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.

5.6

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.

5.7

The parties agree 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.

5.8

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.

5.9

The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.

5.10

The Subscriber represents and warrants that it has not engaged, consented to nor authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement. The Subscriber hereby agrees to indemnify and hold harmless the Company from and against all fees, commissions or other payments, or otherwise claims, owing/due to any such person or firm acting on behalf of the Subscriber hereunder.

5.11

Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.

ARTICLE VI

CONFIDENTIAL INVESTOR QUESTIONNAIRE FOR SUBSCRIBER

6.1

(a)

Each person who desires to invest in the Company by purchasing Securities pursuant to this Agreement and the Offering must carefully and accurately complete this Article VI. The purpose of this questionnaire is to allow the Company to make a reasonable determination as to whether each prospective investor is qualified under applicable securities laws to purchase Securities and/or invest monies. Completion and/or receipt of this questionnaire does not constitute an offer to sell or a solicitation of an offer to buy a security.

(b)

This Offering has not been registered under the Act or the securities laws of any states, and will be offered and sold in reliance upon applicable exemptions from the registration requirements of those laws. The Company is relying on exemptions from registration provided by Section 4(2) under the Act and Rule 506 of Regulation D adopted under the Act as amended. Rule 506 exempts from registration certain private placements of securities made to an unlimited number of accredited investors as defined under the Act, as amended. Under Rule 506, the Company and those acting on its behalf must satisfy certain stringent conditions if the exemption from registration is to be made available. One such condition is that before accepting monies from an investor pursuant to an offering, the Company must have reasonable grounds to believe, and must actually believe, after making reasonable inquiry, that the investor is an “accredited investor.”

(c)

Please note that answers in Article VI will be kept strictly confidential. By completing the questionnaire and signing on the Signature Page, however, Subscriber agrees that the Company may present this questionnaire to such parties or state/federal regulatory agencies that have a legal right to see it.

6.2

The Subscriber represents and warrants that Subscriber comes within one of the categories marked below, and that for any category marked, Subscriber 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 except as otherwise required by law. 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 $1,000,000.00.

Explanation. In calculating net worth the net equity in your personal residence should be excluded. However, mortgage indebtedness against your principal residence which is more than the value of your principal residence must be deducted in calculating net worth.

Category B

The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000.00 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000.00 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.

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 $5,000,000.00 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 (“Act”). (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 $5,000,000.00. (describe entity) (please provide copy of certificate of incorporation)

______________________________________________________

_____________________________________________________.

Category G

The undersigned is a trust with total assets in excess of $5,000,000.00, 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. (if a trust, please provide a copy of the Trust Agreement)

Category H

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 Subscriber agrees to notify the Company at any time on or prior to the purchase of the Securities in the event that the representations and warranties in this Agreement shall cease to be true, accurate and complete.

6.3

Manner in which title to the Securities is to be held: (Circle One)

(a)

Individual Ownership

(b)

Community 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 the subscribed Securities are for an entity, please complete the attached Certificate of Signatory.

6.4

(a)

Are you affiliated or associated with a FINRA member firm (please check one):

Yes _________

No __________

If Yes, please describe:

_________________________________________________________

*If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgment signed by the appropriate party:

The undersigned FINRA member firm acknowledges receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

_________________________________

Name of FINRA Member Firm

By: ______________________________

Authorized Officer

Date: ____________________________

(b)

For an individual Subscriber, please describe any college or graduate degrees held by you:

_________________________________________________________

(d)

For all Subscribers, please list types of prior investments:

_________________________________________________________

(d)

For all Subscribers, please state whether you have participated in other private placements before:

YES_______

NO_______

(e)

If your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements of:


	Public Companies	Private Companies	Public or Private Companies with no, or insignificant, assets and operations
Frequently	______________________	______________________	______________________
Occasionally	______________________	______________________	______________________
Never	______________________	______________________	______________________

(f)

For individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:

YES_______

NO_______

(g)

For trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease in the foreseeable future:

YES_______

NO_______

(h)

For all Subscribers, 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_______

(i)

For all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the securities for which you seek to subscribe?

YES_______

NO_______

(j)

For all Subscribers, 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_______

NO_______

6.5 The Subscriber is informed of the significance to the Company of the foregoing representations and answers contained in the ‘Confidential Investor Questionnaire For Subscriber’ under Article VI and represents and warrants that such answers: (i) are accurate and complete in all respects; (ii) may be relied upon by Company in determining whether the Offering and sale of Securities and/or Securities is exempt from registration under Rule 506 of Regulation D of the Act or other applicable exemptions, and complies with applicable state securities laws; and, (iii) may be relied upon by Company in determining whether Subscriber is an ‘accredited investor’ within the meaning of Rule 501 of Regulation D of the Act.

6.6

(a)

The Subscriber represents and warrants that the Subscriber and, if

the Subscriber is an organization, each owner holding 10% or more of the Subscriber’s equity, each senior management official of the Subscriber (director or executive officer or similar official), and each affiliate of the Subscriber, is not included on either of the following lists (the “Prohibited Lists”): (i) the Office of Foreign Assets Control list of foreign nations, organizations and individuals subject to economic and trade sanctions, based on U.S. foreign policy and national security goals (found at http://www.treas.gov/ofac/) and (ii) Executive Order 13224, which sets forth a list of individuals and groups with whom U.S. persons are prohibited from doing business because such person have been identified as terrorists or person who support terrorism (found at http://www.treasury.gov/offices/enforcement/ofac/programs/terror/terror.pdf).

(b)

The Subscriber represents and warrants that the Subscriber is not a Senior Foreign Political Figure. A Senior Foreign Political Figure is defined as a senior government, legislative, judicial or military official of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned enterprise. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by or for the benefit of a Senior Foreign Political Figure and includes an immediate family member (parents, siblings, spouse, children and in-laws) or a close associate (a person widely and publicly known internationally to maintain an unusually close relationship with the official, including a person in a position to conduct substantial domestic and international financial transactions on behalf of the official) of the Senior Foreign Political Figure.

(c)

The Subscriber represents and warrants that the funds invested by the Subscriber are not directly or indirectly derived from any activities that may contravene federal, state or international laws or regulations, including anti-money laundering laws and the Office of Foreign Assets Control regulations.

(d)

The Subscriber represents and warrants that the Subscriber is not, and in its transactions with the Company the Subscriber will not employ the services of, a bank (i) with no physical presence in any country, (ii) operating under a license that prohibits it from conducting a banking business with the citizens of the licensing country or in the currency of that country, or (iii) operating under a license issued by a country included on the list of Non-Cooperative Countries and Territories issued by the Financial Action Task Force on Money Laundering.

(e)

The Subscriber acknowledges and agrees that any dividends or other monies paid to the Subscriber will be paid only to an account in the Subscriber’s name, unless the Company in its sole discretion agrees otherwise. The Subscriber acknowledges and agrees, further, that, due to changing anti-money laundering rules and requirements, the Company may require additional information about the Subscriber before paying dividends or other monies to the

Subscriber and that the Subscriber may encounter delays in such payments if such information is not promptly submitted.

[signature page follows]

SIGNATURE PAGE

Subscriber hereby executes this Agreement and pursuant to Section 1.1 of Subscription Agreement, Subscriber hereby subscribes for purchase of the number of Securities indicated below at the purchase price set forth.

____________________________ X $20,000 = _________________

Number of Units Subscribed for

Purchase Price Total Purchase Price

Dated: _______________ , 2011.

By:

Signature

Signature (if purchasing jointly)

Name Typed or Printed

Entity Name (if applicable)

Address

City, State and Zip Code

Telephone

Facsimile

___________________________

EIN Tax ID # or Social Security #

Name in which Securities should be issued/held:

COMPANY ACCEPTANCE

This Subscription Agreement is agreed to and accepted as of November 14, 2011.

Trans-Lux Corporation

By:____/s/ Angela D. Toppi____________

Angela D. Toppi, Executive Vice President

and Chief Financial Officer

Pursuant to Section 5.3

Company/Partnership/Trust/Other

CERTIFICATE OF SIGNATORY

(To be completed if Securities are being subscribed for by an Entity)

I,________________, am the______________ of ____________________ (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 Securities, 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 ____ day of __________, 2011.

By:

(Signature)

EX-3 3 exhibit3z2.htm EXHIBIT 3.2 Exhibit 3.2

EXHIBIT 3.2

TRANS-LUX CORPORATION

STATEMENT OF DESIGNATION, POWERS,
PREFERENCES AND RIGHTS OF

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

The undersigned, Chief Financial Officer of Trans-Lux Corporation, a Delaware corporation (the “Corporation ”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation on November 9, 2011:

WHEREAS, the Board of Directors is authorized within the limitations and restrictions stated in the Articles of Incorporation of the Corporation, to provide by resolution or resolutions for the issuance of 500,000 shares of preferred stock, par value $1.00 per share, of the Corporation, in such series and with such designations and such powers, preferences, rights, qualifications, limitations and restrictions thereof as the Corporation’s Board of Directors shall fix by resolution or resolutions providing for the issuance thereof duly adopted by the Board of Directors; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of Preferred Stock and the number of shares constituting such series ; and

NOW, THEREFORE, BE IT RESOLVED:

Designation and Authorized Shares. The Corporation shall be authorized to issue four hundred sixteen thousand five hundred (416,500) shares of Series A Convertible Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”).

Stated Value. Each share of Series A Preferred Stock shall have a stated value of twenty dollars ($20.00) (the “Stated Value”).

Voting. Except as otherwise expressly required by law, each holder of Series A Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to fifty (50) votes for each share of Series A Preferred Stock owned at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.

Liquidation.

Upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series A Preferred Stock shall be entitled to receive, for each share thereof, out of assets of the Corporation legally available therefor, a preferential amount in cash equal to (and not more than) the Stated Value. All preferential amounts to be paid to the holders of Series A Preferred Stock in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to the holders of (i) any other class or series of capital stock whose terms expressly provide that the holders of Series A Preferred Stock should receive preferential payment with respect to such distribution (to the extent of such preference) and (ii) the Corporation's Common Stock . If upon any such distribution the assets of the Corporation shall be insufficient to pay the holders of the outstanding shares of Series A Preferred Stock (or the holders of any class or series of capital stock ranking on a parity with the Series A Preferred Stock as to distributions in the event of a liquidation, dissolution or winding up of the Corporation) the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full. Any distribution in connection with the liquidation, dissolution or winding up of the Company, or any bankruptcy or insolvency proceeding, shall be made in cash to the extent possible. Whenever any such distribution shall be paid in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors of the Company.

Conversion. Upon filing an amendment to the Corporation’s certificate of incorporation to increase the number of shares of authorized Common Stock so that there is an adequate amount of shares of authorized Common Stock for issuance upon conversion of the Series A Preferred Stock (the “Amendment”), the shares of Series A Preferred Stock will be automatically converted into Common Stock and such conversion will require no action on behalf of the Company or the holder of the Series A Preferred Stock. Each share of Series A Preferred Stock shall convert into fifty (50) shares of Common Stock of the Company.

Record Holders.

The Corporation and its transfer agent, if any, for the Series A Preferred Stock may deem and treat the record holder of any shares of Series A Preferred Stock as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

Reservation. Subject to filing of the Amendment, the Corporation shall at all times reserve from its authorized Common Stock a sufficient number of shares to provide for conversion of all Series A Preferred Stock from time to time outstanding

Restriction and Limitations. Except as expressly provided herein or as required by law so long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the vote or written consent of the holders of at least a majority of the then outstanding shares of the Series A Preferred Stock , take any action which would adversely and materially affect any of the preferences, limitations or relative rights of the Series A Preferred Stock, including without limitation cancel or modify adversely and materially the voting rights as provided in Section 3 herein.

Amendment. The provisions hereof and the Certificate of Incorporation, as amended, of the Corporation shall not be amended in any manner which would adversely affect the rights, privileges or powers of the Series A Preferred Stock without, in addition to any other vote of stockholders required by law, the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock, voting together as a single class.

10.

Certain Adjustments.

10.1

Stock Dividends and Stock Splits. If the Corporation, at any time while the Series A Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make 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 Corporation pursuant to the Series A Preferred Stock), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, each share of Series A Preferred Stock shall receive such consideration as if such number of shares of Series A Preferred Stock had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassifiaction, the holder of one share of Common Stock. Any adjustment made pursuant to this Section 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 reclassification.

10.2

Fundamental Transaction. If, at any time while the Series A Preferred Stock is outstanding, (A) the Corporation effects any merger or consolidation of the Corporation with or into another Person, (B) the Corporation effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Corporation effects any reclassification 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 (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Series A Preferred Stock, the Holders shall have the right to receive, for each Share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock.

11.

Distribution. If the Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Company’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the holders of Series A Preferred Stock shall be entitled to such Distribution, to receive the amount of such assets which would have been payable to the holder

with respect to the shares of Common Stock issuable upon conversion had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock this 9^th day of November, 2011.

TRANS-LUX CORPORATION

By:____/s/ Angela D. Toppi___

Angela Toppi

Chief Financial Officer

EX-3 4 exhibit3z3.htm EXHIBIT 3.3 Exhibit 3.3

EXHIBIT 3.3

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.

CLASS A WARRANT

TRANS-LUX CORPORATION

Units:_____ Initial Exercise Date: November __, 2011

THIS CLASS A WARRANT (the “Warrant”) certifies that, for value received, ___________ (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 one-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”), ___ units (“Units”) of the Company, each Unit consisting of one share of the Company’s common stock, par value $1.00 per share (“Common Stock”) and one warrant (“B Warrant”) to purchase one fully paid and nonassessable share of Common Stock. Each B Warrant included in the Units shall be exercisable for a period of three years from the date hereof at $1.00 per share (subject to adjustment to $0.50 per share as described in the B Warrant). The purchase price of the Units under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The shares to be issued upon exercise of the B Warrants included herein are herein referred to as the “Warrant Shares,” and, together with the shares of Common Stock included in the Units as the “Shares.”

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 September 28, 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 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 Units specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. 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 Units 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 Units available hereunder shall have the effect of lowering the outstanding number of Units purchasable hereunder in an amount equal to the applicable number of Units purchased. The Holder and the Company shall maintain records showing the number of Units 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 Units hereunder, the number of Units 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 of the Units under this Warrant shall be $1.00 per Unit (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 reduced to $0.20, subject to such other or further adjustments as may be provided hereunder.

c) 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 Shares to or resale of the 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 (such date, the “Unit Delivery Date”). The Units 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 Common Stock and B Warrants for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price 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 the Common Stock and B Warrants deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Units 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 Common Stock and B Warrants pursuant to Section 2(d)(i) by the Unit Delivery Date, then the Holder will have the right to rescind such exercise.

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 Units 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 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 Common Stock and B Warrants 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 Common Stock and B Warrants 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.

d) 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 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 61^st 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 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.

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 Units 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 Units 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.

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.

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 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 Unit 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

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 Units 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 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 2.8 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, 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 Units 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 Units 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 registrationstatement 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 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 Units issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Units 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).

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 certificate relating to the Common Stock or B Warrants, 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 Units 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 Common Stock 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 Units 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 Common Stock 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 Common Stock 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 Common Stock underlying the Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Common Stock 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 Units 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 Common Stock acquired upon the exercise of this Warrant, if not registered, 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 Units, 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 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)

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 Toppi

Title: Executive Vice President

NOTICE OF EXERCISE

To: TRANS-LUX CORPORATION

(1) The undersigned hereby elects to purchase ________ Units 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 or wire transfer in lawful money of the United States

(3) Please issue a certificate or certificates representing said Common Stock and B Warrants in the name of the undersigned or in such other name as is specified below:

_______________________________

Certificates 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-3 5 exhibit3z4.htm EXHIBIT 3.4 Exhibit 3.4

EXHIBIT 3.4

CLASS B WARRANT

TRANS-LUX CORPORATION

Warrant Shares:_____ Initial Exercise Date: October __, 2011

THIS CLASS B WARRANT (the “Warrant”) certifies that, for value received, ____________ (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 three-year anniversary of the Closing Date of the Offering described in the Purchase Agreement (as hereinafter defined) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trans-Lux Corporation, a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company. 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 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 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. 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 reduced to $0.50, subject to such other or further adjustments as may be provided hereunder.

c) 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 (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 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 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.

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.

Section 3. Certain Adjustments.

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.

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 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 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.

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.

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, 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.

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.

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.

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) 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, will have restrictions upon resale imposed by state and federal securities laws.

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.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

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)

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 Toppi

Title: Executive Vice President

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 or wire transfer in lawful money of the United States

(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: ___________________________________________

EX-10 6 exhibit10z1.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

AMENDMENT NO. 18 TO AMENDED AND RESTATED COMMERCIAL LOAN AND SECURITY AGREEMENT AND NOTE AMENDMENT

This AMENDMENT NO. 18 TO AMENDED AND RESTATED COMMERCIAL LOAN AND SECURITY AGREEMENT AND NOTE AMENDMENT (this “Agreement”) is made as of the 1st day of November, 2011, by and among TRANS-LUX CORPORATION, a Delaware corporation, with its chief executive office and principal place of business located at 26 Pearl Street, Norwalk, Connecticut 06850 (“Borrower”), each of the other corporations signatory hereto as guarantors (collectively, the “Guarantors”), and PEOPLE’S UNITED BANK (formerly known as People’s Bank), a Connecticut chartered banking corporation with an office located at 350 Bedford Street, Stamford, Connecticut 06901 (“Lender”).

W I T N E S S E T H:

WHEREAS, Lender has made certain loans (collectively, the “Loans”) to Borrower pursuant to a certain Amended and Restated Commercial Loan and Security Agreement dated as of December 23, 2004 (the “Original LSA”), as amended by a certain Amendment No.1 to Amended and Restated Commercial Loan and Security Agreement dated as of May 9, 2006, as further amended by a letter agreement dated November 16, 2006, as further amended by a letter agreement dated April 2, 2007, as further amended by a letter agreement dated May 17, 2007 as further amended by a certain Amendment No. 5 to Amended and Restated Commercial Loan and Security Agreement dated as of August 9, 2007, as further amended by a letter agreement dated March 24, 2008, as further amended by a letter agreement dated March 27, 2008, as further amended by a certain Amendment No. 8 to Amended and Restated Commercial Loan and Security Agreement dated as of May 20, 2008, as further amended by a certain Amendment No. 9 to Amended and Restated Commercial Loan and Security Agreement dated as of July 16, 2008, as further amended by a letter agreement dated August 13, 2008, as further amended by a letter agreement dated November 14, 2008, as further amended by a letter agreement dated November 20, 2008, as further amended by a certain Amendment No. 13 to Amended and Restated Commercial Loan and Security Agreement and Waiver Agreement dated as of September 4, 2009, as further amended by a certain Amendment No. 14 to Amended and Restated Commercial Loan and Security Agreement and Waiver Agreement dated as of April 2, 2010, as further amended by a certain Amendment No. 15 to Amended and Restated Commercial Loan and Security Agreement and Waiver Agreement dated as of August 1, 2010, as further amended by a certain, as further amended by a certain Amendment No. 16 to Amended and Restated Commercial Loan and Security Agreement and Waiver Agreement dated as of May 1, 2011, as further amended by a certain Amendment No. 17 to Amended and Restated Commercial Loan and Security Agreement and Consent Agreement dated as of June 15, 2011 (collectively, the “Prior Amendments”);

WHEREAS, in addition to the Prior Amendments, the Original LSA was also amended by a letter agreement dated April 20, 2009 and a letter agreement dated August 14, 2009 (collectively, the “2009 Letter Agreements”) (the Original LSA, as amended by the Prior Amendments and the 2009 Letter Agreements and as further amended from time to time, being hereinafter referred to as, the “LSA”);

WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the LSA;

WHEREAS, (a) the Guarantors (other than Trans-Lux Southwest Corporation and Trans-Lux Energy Corporation) have guaranteed all obligations of the Borrower to the Lender under the LSA and related Loan Documents pursuant to a certain Amended and Restated Unlimited Guaranty dated as of December 23, 2004 (as the same may be amended or reaffirmed from time to time, the “Original Guarantor Guaranty”); and (b) Trans-Lux Southwest Corporation and Trans-Lux Energy Corporation have guaranteed all obligations of the Borrower to the Lender under the LSA and related Loan Documents pursuant to a certain Unlimited Guaranty dated as of May 1, 2011 (as the same may be amended or reaffirmed from time to time, the “Additional Guarantor Guaranty” and together with the Original Guarantor Guaranty, the “Guaranty”);

WHEREAS, as security for its obligations to the Lender, including, without limitation, those arising under the LSA the Borrower has, among other things, granted to the Lender a lien on and security interest in all of its personal property assets pursuant to the LSA;

WHEREAS, as security for their respective obligations to the Lender under the Guaranty, each Secured Guarantor has granted to the Lender a lien on and security interest in all of its personal property assets pursuant to a certain Amended and Restated Guarantor Security Agreement dated as of December 23, 2004 (as the same may be amended or reaffirmed from time to time, the “Guarantor Security Agreement”);

WHEREAS, Borrower and the Guarantors (collectively, the “Obligors”) have requested Lender to extend the maturity date of the Revolving Loans and the Converted Term Loan to December 1, 2011; and

WHEREAS, Section 10.1 of the LSA provides that no modification or amendment of the Credit Agreement shall be effective unless the same shall be in writing and signed by the Lender and Borrower.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and each Obligor agree as follows:

Acknowledgments, Affirmations and Representations and Warranties.

The Obligors acknowledge, affirm, represent and warrant that:

(i)

All of the statements contained herein are true and correct and that each understands that the Lender is relying on the truth and completeness of such statements to enter into this Agreement.

(ii)

As of October 31, 2011 the Borrower is legally and validly indebted to the Lender: (A) by virtue of the Revolving Loan in the principal outstanding amount of [$4,000,000.00], and (B) by virtue of the Converted Term Loan in the principal amount of [$370,833.00], plus interest and fees accrued and accruing on each of the foregoing and costs and expenses of collection, including without limitation, attorneys' fees, relating thereto and there is

no defense, offset or counterclaim with respect to any of the foregoing or independent claim or action against the Lender.

(iii)

Each Guarantor is legally and validly indebted to the Lender by virtue of the Guaranty and there is no defense, offset or counterclaim with respect thereto or independent claim or action against the Lender.

(iv)

The resolutions previously adopted by the Board of Directors of the Borrower and provided to the Lender have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described herein.

(v)

The Borrower has the power and authority to enter into, and has taken all necessary corporate action to authorize, this Agreement and the transactions contemplated hereby and thereby.

(vi)

The resolutions previously adopted by the Board of Directors of each of the Guarantors and provided to the Lender have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described herein.

(vii)

Each Guarantor has the power and authority to enter into, and has taken all necessary corporate action to authorize, this Agreement and the transactions contemplated hereby and thereby.

(viii)

All representations, warranties and covenants contained in, and schedules and exhibits to, the LSA, the Guaranty and the other Loan Documents are true and correct in all material respects on and as of the date hereof, are incorporated herein by reference and are hereby remade except that Schedule 4.4(c) to the LSA relating to outstanding indebtedness of the Borrower and the Guarantors is hereby updated and replaced with Schedule 4.4(c) attached hereto.

(ix)

No Default currently exists under the LSA, the Guaranty or any of the other Loan Documents and no condition exists which would constitute a default or an event of default (howsoever defined) under any of the Loan Documents but for the giving of notice or passage of time, or both.

(x)

The consummation of the transactions contemplated hereby is not prevented or limited by, nor does it conflict with or result in a breach of terms, conditions or provisions of the Borrower's or any Guarantor’s Certificate of Incorporation or Bylaws or any evidence of indebtedness, agreement or instrument of whatever nature to which the Borrower or any Guarantor is a party or by which it is bound, does not constitute a default under any of the foregoing and does not violate any federal, state or local law, regulation or order or any order of any court or agency which is binding upon the Borrower or any Guarantor.

Amendment of LSA, Converted Term Note and other Loan Documents.

Section 1.1 of the LSA entitled “Defined Terms” is amended as follows:

(i)

by deleting the definition of “Maturity Date” set forth therein in its entirety and by substituting the following therefor:

“Maturity Date” means: (i) with respect to the Converted Term Loan, December 1, 2011; and (ii) with respect to all outstanding Revolving Loans, December 1, 2011.

(ii)

by deleting the definition of “Termination Date” set forth therein in its entirety and by substituting the following therefor:

“Termination Date” means: (i) with respect to the Line of Credit Commitment December 31, 2006; and (ii) with respect to the Revolving Loan Commitment, December 1, 2011.

The Converted Term Note is hereby amended by deleting the date “October 1, 2011” appearing in the second full paragraph of such Converted Term Note and by substituting therefor the date “November 1, 2011”.

Any reference in any of the Notes or any of the other Loan Documents to: (i) the Amended and Restated Commercial Loan and Security Agreement between the Borrower and the Lender dated as of December 23, 2004 (howsoever defined) shall be amended to refer to and mean the Original LSA, as amended by the Amendments and as further amended and modified by this Agreement; and (ii) the Converted Term Note shall refer to and mean the Fourth Amended and Restated Converted Term Loan Promissory Note of the Borrower in favor of the Lender dated as of May 1, 2011, in the original principal amount of $770,833.00, as amended by this Agreement.

Conditions to Effectiveness. The effectiveness of this Agreement is subject to the prior satisfaction of the following conditions precedent (the date of such satisfaction herein referred to as the “Amendment Effective Date”):

The representations and warranties of the Obligors contained herein shall be true and correct in all material respects.

There shall exist no Default or Event of Default.

The Lender shall have received evidence satisfactory to the Lender that all requisite corporate and company action necessary for the valid execution, delivery and performance by each of the Obligors of this Agreement and all other instruments and documents delivered by the Obligors, or any one of them, in connection herewith has been taken.

Effect of Amendment; Reaffirmation of Liens and other Obligations. Lender and each Obligor hereby agree and acknowledge that (except as provided in this Agreement), the LSA, the Guaranty, the Notes and the other Loan Documents (together with all Schedules and Exhibits attached hereto) remain in full force and effect and have not been modified or amended in any respect, it being the intention of Lender and each Obligor that this Agreement and the LSA be

read, construed and interpreted as one and the same instrument. In addition, without limiting the generality of the foregoing: (i) the Borrower acknowledges, affirms and agrees that the Lender’s security interest in the Collateral shall continue to secure any and all of the Borrower's indebtedness to the Lender, including without limitation, the indebtedness arising under the LSA, as amended hereby; and (ii) each Guarantor acknowledges, affirms and agrees that (A) the Obligations of the Borrower to the Lender which have been guaranteed by such Guarantor include, without limitation the Loans, as modified hereby; and (B) each Secured Guarantor acknowledges, affirms and agrees that the Lender’s security interest in the Collateral (as defined in the Guarantor Security Agreement) shall continue to secure the payment and performance of all of its obligations and liabilities to the Lender arising under the Guaranty.

Fees and Expenses. The Borrower agrees to pay all reasonable legal fees and expenses of Lender incurred in connection with the preparation, negotiation and execution of this Agreement.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut (except its conflicts of laws provisions).

Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which shall collectively constitute a single agreement, fully binding upon and enforceable against the parties hereto.

Capitalized Terms. All capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the LSA.

Benefit. This Agreement shall inure to the benefit of and bind the parties hereto and their respective successors and assigns.

[NEXT PAGE IS A SIGNATURE PAGE]

IN WITNESS WHEREOF, Lender, Borrower and Guarantors have executed this Agreement as of the date first above written.

WITNESSES:


/s/ witness	TRANS-LUX CORPORATION


/s/ witness	By:	/s/ Angela D. Toppi
	Name:	Angela D. Toppi
	Its:	Executive Vice President
	Duly Authorized


	TRANS-LUX DISPLAY CORPORATION
	TRANS-LUX MIDWEST CORPORATION
	TRANS-LUX COMMERCIAL CORPORATION (f/k/a Trans-Lux West Corporation)
	TRANS-LUX SERVICE CORPORATION
	TRANS-LUX MONTEZUMA CORPORATION
	TRANS-LUX REAL ESTATE CORPORATION
	TRANS-LUX MULTI-MEDIA CORPORATION
	TRANS-LUX LOVELAND CORPORATION
	TRANS-LUX MOVIE OPERATIONS CORPORATION
	TRANS-LUX MULTIMEDIA CORPORATION
	TRANS-LUX SOUTHWEST CORPORATION
	TRANS-LUX ENERGY CORPORATION


/s/ witness


/s/ witness	By:	/s/ Angela D. Toppi
	Name:	Angela D. Toppi
	Its:	Executive Vice President


/s/ witness	PEOPLE’S UNITED BANK (formerly known as
	People’s Bank)


/s/ witness	By:	/s/ Sean E. McGrath
	Name:	Sean E. McGrath
	Its:	Assistant Vice President - Commercial Lending
	Duly Authorized 11/1/11

EX-31 7 exhibit31z1.htm EXHIBIT 31.1 Exhibit 31.1

EXHIBIT 31.1

TRANS-LUX CORPORATION

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

I, Jean-Marc Allain, certify that:

I have reviewed this quarterly report on Form 10-Q of Trans-Lux Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ J.M. Allain

Date: November 18, 2011

Jean-Marc Allain

President and Chief Executive Officer

EX-31 8 exhibit31z2.htm EXHIBIT 31.2 Exhibit 31.2

EXHIBIT 31.2

TRANS-LUX CORPORATION

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

I, Angela D. Toppi, certify that:

I have reviewed this quarterly report on Form 10-Q of Trans-Lux Corporation;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Angela D. Toppi

Date: November 18, 2011

Angela D. Toppi

Executive Vice President and

Chief Financial Officer

EX-32 9 exhibit32z1.htm EXHIBIT 32.1 Exhibit 32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Jean-Marc Allain, President and Chief Executive Officer of Trans-Lux Corporation (the “Registrant”), do hereby certify, to the best of my knowledge that:

(1) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 being filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

This Certification accompanies this Form 10-Q as an exhibit, but shall not be deemed as having been filed for purposes of Section 18 of the Securities Exchange Act of 1934 or as a separate disclosure document of the Registrant or the certifying officer.

/s/ J.M. Allain

Date: November 18, 2011

Jean-Marc Allain

President and Chief Executive Officer

EX-32 10 exhibit32z2.htm EXHIBIT 32.2 Exhibit 32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Angela D. Toppi, Executive Vice President and Chief Financial Officer of Trans-Lux Corporation (the “Registrant”), do hereby certify, to the best of my knowledge that:

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Angela D. Toppi

Date: November 18, 2011

Angela D. Toppi

Executive Vice President and

Chief Financial Officer

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Note 1 Basis of Presentation   Financial information included herein is unaudited, however, such information reflects all adjustments (of a normal and recurring nature), which are, in the opinion of management, necessary for the fair presentation of the condensed consolidated financial statements for the interim periods.  The results for the interim periods are not necessarily indicative of the results to be expected for the full year.  The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission and therefore do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America.  It is suggested that the September 30, 2011 condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.  The Condensed Consolidated Balance Sheet at December 31, 2010 is derived from the December 31, 2010 audited financial statements.   There have been no material changes in our significant accounting policies during the nine months ended September 30, 2011 as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2010.  The Company has evaluated subsequent events through the filing date of this Form 10-Q and has disclosed subsequent events in these financial statements.   Recent Accounting Pronouncements:  In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-28, Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (ASU 2010-28).  ASU 2010-28 provides amendments to Topic 350 to modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts to clarify that, for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist.  For public entities, the amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010.  The adoption of ASU 2010-28 did not have a material impact on the Companys consolidated financial statements.   In September 2011, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill Impairment (ASU 2011-08).  ASU 2011-08 is intended to simplify goodwill impairment testing by permitting assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the traditional two-step impairment test.  Under this update, we are not required to calculate the fair value of our reporting units unless we conclude that it is more likely than not (likelihood of more than 50%) that the carrying value of our reporting units is greater than the fair value of such units based on our assessment of events and circumstances.  This update is effective for fiscal years beginning after December 15, 2011, with early adoption permitted.  We plan to adopt the provisions of this update at the beginning of our fourth quarter, which has historically been the time at which we assessed the potential impairment of our goodwill and other indefinite lived intangible assets.  The adoption of ASU 2011-08 is not expected to have a material impact on the Companys consolidated financial statements.   Reclassifications:  Certain reclassifications of prior years amounts have been made to conform to the current year presentation.

Note 2 Going Concern   A fundamental principle of the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business.  This principle is applicable to all entities except for entities in liquidation or entities for which liquidation appears imminent.  In accordance with this requirement, the Company has prepared its condensed consolidated financial statements on a going concern basis.   The Company has incurred significant recurring losses from continuing operations and has a significant working capital deficiency.  The Company incurred a net loss from continuing operations of $5.2 million for the nine months ended September 30, 2011 and has a working capital deficiency of $19.5 million as of September 30, 2011.  As further discussed in Note 6 Long-Term Debt, the Company has not remitted the December 1, 2009 and 2010 required sinking fund payments of $105,700 each and has not remitted the June 1, 2010 and 2011 and December 1, 2010 interest payments of $50,200 each on its 9½% Subordinated debentures due 2012 (the Debentures).  In addition, the Company has not remitted the March 1, 2010 and 2011 and September 1, 2010 and 2011 interest payments of $417,800 each on its 8¼% Limited convertible senior subordinated notes due 2012 (the Notes).  Under the terms of the Indentures that govern the Debentures and the Notes, the non-payments constitute events of default; accordingly, the trustees or the holders of 25% of the outstanding Debentures and Notes have the right to declare the outstanding principal and interest due and payable immediately.  In the event that the Company receives such notice, the senior lender under the Companys bank credit agreement (the Credit Agreement) has the right to demand payment on outstanding amounts under the Credit Agreement.  The outstanding Debentures, Notes and Credit Agreement debt are classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets.  These matters raise substantial doubt about the Companys ability to continue as a going concern.   The Companys Board of Directors approved a comprehensive restructuring plan which included offers to the holders of the Notes to receive $225 plus 250 shares of the Companys Common Stock for each $1,000 Note exchanged and to the holders of the Debentures to receive $100 for each $1,000 Debenture exchanged.  The Debentures are subordinate to the claims of the holders of the Notes and the Companys senior lender under the Credit Agreement, among other senior claims.  Both offers expired on October 31, 2011.  $8,976,000 principal amount of the Notes and $718,000 principal amount of the Debentures were exchanged.  The Common Stock offered in exchange for the Notes will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.   As part of the Companys restructuring plan, on November 14, 2011 the Company completed the sale of an aggregate of $8.3 million of securities (the Offering) consisting of (i) 416,500 shares of the Companys Series A Convertible Preferred Stock, par value $1.00 per share (the Preferred Stock) having a stated value of $20.00 per share and convertible into fifty (50) shares of the Companys Common Stock, par value $1.00 per share (or an aggregate of 20,825,000 shares of Common Stock), and (ii) 4,165,000 one-year warrants (the A Warrants).  These securities were issued at a purchase price of $20,000 per unit (the Unit).  Each Unit consisted of 1,000 shares of Preferred Stock (convertible into 50,000 shares of Common Stock) and 10,000 A Warrants.  Each A Warrant entitles the holder to purchase (a) one share of the Companys Common Stock and (b) a three-year warrant (the B Warrants), at an exercise price of $1.00 per share (subject to adjustment to $0.20 per share at 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).  Each B Warrant shall entitle the holder to purchase one share of the Companys Common Stock at an exercise price of $1.00 per share (subject to adjustment to $0.50 per share at 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 net proceeds of the Offering were used to fund the restructuring of the Companys outstanding debt, which included: (1) a cash settlement to holders of the Notes in the amount of $2,019,600; (2) a cash settlement to holders of the Debentures in the amount of $71,800; (3) payment of the Companys outstanding term loan with the senior lender in the amount of $320,833 and (4) payment of $1.0 million on the Companys outstanding revolving loan with the senior lender under the Credit Agreement.  Any net proceeds of the Offering remaining after payment to holders of the Notes, the Debentures and the senior lender will be used for working capital and other general corporate purposes.   Subsequent to the end of the quarter, in November 2011, the senior lender modified the maturity date of the Credit Agreement to December 1, 2011.  In May 2011, the senior lender removed the senior debt coverage ratio covenant for the March 31, 2011 and June 30, 2011 periods, waived the December 31, 2010 non-compliance of the senior debt coverage ratio and modified the maturity date of the Credit Agreement.  The senior lender has retained the right to call the Credit Agreement in the event that the remaining holders of the Debentures or the Notes demand payment.  In 2010, the senior lender modified the monthly principal payments, modified the maturity of the Credit Agreement and reduced the availability under the revolving loan from $5.0 million to $4.3 million.   In June 2011, the Company entered into a subscription agreement for a private placement consisting of $650,000 of 4.00% secured notes of the Company pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.  In connection with the purchase of these 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 per share (subject to adjustment to $0.10 per share).  The financing is collateralized by the land held for sale located in Silver City, New Mexico.  The Company also refinanced its mortgage on its Des Moines, Iowa facility in March 2010, which provided an additional $260,000 for working capital.   The Company continues to manage a plan to improve operating results.  The plan includes a joint venture agreement with a Peoples Republic of China company to establish a cooperative venture limited liability company in the Peoples Republic of China to engage in research, engineering, development, manufacturing, sale and distribution of LED lamps, LED digital signage and LED lighting or similar products.  The Company is pursuing new business opportunities in the LED lighting market with energy-saving lighting solutions and supplementing our established digital display and signage businesses with a highly flexible, cost-efficient and creative means for facilities to enhance their environments with LED lighting.  The Company now features a comprehensive offering of the latest LED lighting technologies that provide facilities and public infrastructure with green lighting solutions that emit less heat, save energy and enable creative designs.  The Company continues to seek ways to reduce costs of components used in its products and other expenses to improve sales margins, and continues to look at ways to lower overhead costs, such as compensation and benefits and has outsourced the human resources department in the second quarter of 2011.  The plan includes partnering with an LED supplier and offering several new high resolution LED large screen systems.  There can be no assurance that the Company will achieve higher sales, improved margins or lower costs.   Because the Credit Agreement is secured by substantially all of the Companys eligible accounts receivable, inventory and other assets, management cannot provide any assurance that the Company would have sufficient cash and liquid assets to fund normal operations during the period of time when it is required to repay amounts outstanding under the Credit Agreement.  Further, if the Company is unable to obtain waivers or cure the defaults on the remaining Debentures and the Notes, the Debentures and the Notes could be called and be immediately due. Such notice would trigger a default under the Credit Agreement.  If the Credit Agreement, Debentures and Notes are called, the Company would need to obtain additional financing; there can be no assurance that the Company will be able to do so and, even if it obtains such additional financing, how the terms of such financing will affect the Company.  If the debt is called and new financing cannot be arranged, it is unlikely the Company will be able to continue as a going concern.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts and classification of liabilities that may result from the outcome of this uncertainty.  See Note 6 Long-Term Debt for further details.

Note 3 - Plan of Restructuring   In the second quarter of 2010, the Company implemented a restructuring plan to reduce operating costs.  The 2010 actions included the elimination of approximately 50 positions from our operations and the closing of our Stratford, Connecticut manufacturing facility.  The 2010 year-end results included a restructuring charge of $1.1 million consisting of employee severance pay, facility closing costs representing primarily lease termination and asset write-off costs, and other fees directly related to the restructuring plan.  The 2011 actions include the elimination of approximately 30 additional positions.  The 2011 results include an additional restructuring charge of $86,000 consisting of employee severance pay and other fees directly related to the restructuring plan. The costs associated with the restructuring are included in a separate line item, Restructuring costs, in the Condensed Consolidated Statements of Operations. We expect that the majority of these costs will be paid over the next three months.   The following table shows the amounts expensed and paid for restructuring costs that were incurred during the nine months ended September 30, 2011 and the remaining accrued balance of restructuring costs as of September 30, 2011, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets:   <table width="631" style="WIDTH:473.4pt; BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr> <td width="157" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="132" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Balance December 31, 2010</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Provision</td> <td width="126" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Payments and Other Adjustments</td> <td width="120" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Balance September 30, 2011</td></tr> <tr> <td width="157" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Severance costs (1)</td> <td width="132" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $    -</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $  40</td> <td width="126" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $  38</td> <td width="120" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $    2</td></tr> <tr> <td width="157" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Facility closing costs (2)</td> <td width="132" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 215</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 6</td> <td width="126" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 166</td> <td width="120" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 55</td></tr> <tr> <td width="157" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Other fees</td> <td width="132" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 94</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 40</td> <td width="126" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 48</td> <td width="120" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 86</td></tr> <tr> <td width="157" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="132" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $309</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $86</td> <td width="126" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $252</td> <td width="120" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $143</td></tr> <tr> <td width="157" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="132" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="126" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="120" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr></table> (1) Represents salaries for employees separated from the Company. (2) Represents costs associated with the closing of the Stratford, Connecticut facility (primarily lease termination costs) and leasehold improvement and equipment write-offs.   The following table shows, by reportable segment, the restructuring costs incurred during the nine months ended September 30, 2011 and the remaining accrued balance of restructuring costs as of September 30, 2011:   <table width="631" style="WIDTH:473.4pt; BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr> <td width="157" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="132" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Balance December 31, 2010</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Provision</td> <td width="126" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Payments and Other Adjustments</td> <td width="120" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Balance September 30, 2011</td></tr> <tr> <td width="157" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Indoor display</td> <td width="132" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $309</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $61</td> <td width="126" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $227</td> <td width="120" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $143</td></tr> <tr> <td width="157" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Outdoor display</td> <td width="132" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> -</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 25</td> <td width="126" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 25</td> <td width="120" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> -</td></tr> <tr> <td width="157" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:117.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="132" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:99pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $309</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $86</td> <td width="126" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:94.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $252</td> <td width="120" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $143</td></tr></table>

Note 4 Fair Value   The Company carries its money market funds and cash surrender value of life insurance related to its deferred compensation arrangements at fair value.  The fair value of these instruments is determined using a three-tier fair value hierarchy.  Based on this hierarchy, the Company determined the fair value of its money market funds using quoted market prices, a Level 1 or an observable input, and the cash surrender value of life insurance, a Level 2 based on observable inputs primarily from the counter party.  The Companys money market funds and the cash surrender value of life insurance had carrying amounts of $1,000 and $65,000 at September 30, 2011, respectively, and $5,000 and $71,000 at December 31, 2010, respectively.  The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturities of these items.  The fair value of the Companys Notes and Debentures, using observable inputs, was $2.3 million and $0.1 million at September 30, 2011, respectively, and $1.2 million and $0.1 million at December 31, 2010, respectively.  The fair value of the Companys remaining long-term debt approximates its carrying value of $7.7 million and $7.5 million at September 30, 2011 and December 31, 2010, respectively.  The fair value of the Companys Warrants, using the Black Scholes valuation model to estimate the fair value, which requires various assumptions, including estimating stock price volatility and risk free rate of interest rate, a Level 2 based on observable inputs, was $76,000 at September 30, 2011.

Note 5 - Inventories   Inventories are stated at the lower of cost or market and consist of the following:   <table style="MARGIN:auto auto auto 9.9pt; BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr> <td width="180" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:135pt; PADDING-RIGHT:5.4pt; BORDER-TOP:black 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">   In thousands</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:black 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> September 30 2011</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:black 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> December 31 2010</td></tr> <tr> <td width="180" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:135pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Raw materials</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $2,370</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $3,948</td></tr> <tr> <td width="180" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:135pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Work-in-progress</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 60</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 152</td></tr> <tr> <td width="180" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:135pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Finished goods</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 1,251</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 752</td></tr> <tr> <td width="180" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:135pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $3,681</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $4,852</td></tr></table>

Note 6 Long-Term Debt   As of September 30, 2011 the Company had $10.1 million of 8¼% Limited convertible senior subordinated notes due 2012 (the Notes) which are no longer convertible into common shares; interest is payable semi-annually and the Notes may be redeemed, in whole or in part, at par.  The Company has not remitted the March 1, 2010 and 2011 and September 1, 2010 and 2011 semi-annual interest payments of $417,800 each to the trustee.  The non-payments constitute an event of default under the Indenture governing the Notes and the trustee, by notice to the Company, or the holders of 25% of the principal amount of the Notes outstanding, by notice to the Company and the trustee, may declare the outstanding principal plus interest due and payable immediately.  When such notice is received by the Company, no payment shall be made by the Company to the holders or trustee until the earlier of such non-payment event of default is cured or waived or 179 days since receipt by the trustee of notice of such event, unless the holder of Senior Indebtedness has accelerated the due date thereof.  If the holder of Senior Indebtedness accelerates the due date at any time, then no payment may be made until the default is cured or waived.  At September 30, 2011, the total principal amount outstanding under the Notes is classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets.  The Companys Board of Directors approved a comprehensive restructuring plan which included an offer to the holders of the Notes to receive $225 plus 250 shares of the Companys Common Stock for each $1,000 Note exchanged.  The offer expired on October 31, 2011.  $8,976,000 principal amount of the Notes were exchanged, leaving $1,153,000 outstanding.  The Common Stock offered in exchange for the Notes will not and have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.   As of September 30, 2011 the Company had $1.1 million of 9½% Subordinated debentures due 2012 (the Debentures) which are due in annual sinking fund payments of $105,700 beginning in 2009, which payments have not been remitted by the Company, with the remainder due in 2012; interest is payable semi-annually and the Debentures may be redeemed, in whole or in part, at par.  The Company has not remitted the June 1, 2010 and 2011 and December 1, 2010 semi-annual interest payments of $50,200 each to the trustee.  The non-payments constitute an event of default under the Indenture governing the Debentures and the trustee, by notice to the Company, or the holders of 25% of the principal amount of the Debentures outstanding, by notice to the Company and the trustee, may declare the outstanding principal plus interest due and payable immediately.  During the continuation of any event which, with notice or lapse of time or both, would constitute a default under any agreement under which Senior Indebtedness is issued, if the effect of such default is to cause, or permit the holder of Senior Indebtedness to become due prior to its stated maturity, no payment of principal, premium or interest shall be made on the Debentures unless and until such default shall have been remedied, if written notice of such default has been given to the trustee by the Company or the holder of Senior Indebtedness.  The failure to make the sinking fund and interest payments are events of default under the Credit Agreement and no payment can be made to such trustee or the holders at this time as such defaults have not been waived.  At September 30, 2011, the total principal amount outstanding under the Debentures is classified as Current portion of long-term debt in the Condensed Consolidated Balance Sheets.  The Companys Board of Directors approved a comprehensive restructuring plan which included an offer to the holders of the Debentures to receive $100 for each $1,000 Debenture exchanged.  The offer expired on October 31, 2011.  $718,000 principal amount of the Debentures were exchanged, leaving $339,000 outstanding.  The Debentures are subordinate to the claims of the holders of the Notes and the Companys senior lender under the Credit Agreement, among other senior claims.   The Company has a bank Credit Agreement, as amended, which provides for a term loan of $10.0 million, a non-revolving line of credit of up to $6.2 million (which is no longer available) to finance the redemption of one-half of the 7½% Subordinated notes due 2006 (which were redeemed in June 2006 and are no longer outstanding), and a revolving loan of up to $4.3 million, based on eligible accounts receivable and inventory, at a variable rate of interest of Prime plus 2.00%, with a floor of 6.00% (6.00% at September 30, 2011), which was due to mature November 1, 2011.  Subsequent to the end of quarter in November 2011, the senior lender agreed to modify the maturity date of the Credit Agreement to December 1, 2011.  In May 2011, the senior lender removed the senior debt coverage ratio covenant for the March 31, 2011 and June 30, 2011 periods, waived the December 31, 2010 non-compliance of the senior debt coverage ratio and modified the maturity date of the Credit Agreement.  In 2010, the senior lender modified the monthly principal payments, modified the maturity date of the Credit Agreement and reduced the availability under the revolving loan from $5.0 million to $4.3 million.  As of September 30, 2011, the Company has drawn the entire $4.3 million against the revolving loan facility, so none was available for additional borrowing.  The Credit Agreement requires an annual facility fee on the unused commitment of 0.25% and requires compliance with certain financial covenants, as defined in the Credit Agreement, which include a loan-to-value ratio of not more than 50% and a quarterly $1.0 million cap on capital expenditures.  As of September 30, 2011, the Company was in compliance with the foregoing financial covenants.  The senior lender has waived the cross-defaults in connection with the Notes and the Debentures, but in the event that the holders of the Notes or the Debentures or trustees declare a default and begin to exercise any of their rights or remedies in connection with the non-payment defaults, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have.  In addition, the senior lender has waived the default of non-payment of certain pension plan contributions, but in the event that any government agency takes any enforcement action or otherwise exercises any rights or remedies it may have, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have.  The amounts outstanding under the Credit Agreement are collateralized by all of the Display division assets.  The net proceeds of the Offering were used to fund the restructuring of the Companys outstanding debt, which included paying the $320,833 outstanding term loan and paying $1.0 million on the outstanding revolving loan with the senior lender under the Credit Agreement.   On June 17, 2011, the Company entered into a subscription agreement for a private placement consisting of $650,000 of 4.00% secured notes of the Company pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.  In connection with the purchase of these 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 per share (subject to adjustment to $0.10 per share).  The financing is collateralized by the land held for sale located in Silver City, New Mexico.   On March 1, 2010, the Company refinanced its existing mortgage on its facility located in Des Moines, Iowa.  The refinancing was for $650,000 at a fixed rate of interest of 6.50% payable in monthly installments, which matures March 1, 2015 and requires a compensating balance of $200,000.  The Company used proceeds of $390,000 to settle the prior debt and used the $260,000 balance for working capital needs.   The Company has a $1.8 million mortgage on its real estate rental property located in Santa Fe, New Mexico at a variable rate of interest of Prime, with a floor of 6.75%, which was the interest rate in effect at September 30, 2011, payable in monthly installments, which matures December 12, 2012.   On February 25, 2010, the Company took out a $100,000 mortgage at a fixed rate of interest of 7.80% payable in monthly interest only payments on the land held for sale located in Silver City, New Mexico and repaid it in full on August 27, 2010.

Note 7 Comprehensive Loss   Total comprehensive loss is as follows:   <table width="625" style="BORDER-BOTTOM:medium none; BORDER-LEFT:medium none; WIDTH:468.9pt; BORDER-COLLAPSE:collapse; BORDER-TOP:medium none; BORDER-RIGHT:medium none" border="1" cellpadding="0" cellspacing="0"> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="162" colspan="2" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:121.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Three Months Ended September 30</td> <td width="168" colspan="2" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Nine Months Ended September 30</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> In thousands</td> <td width="72" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in">          2011</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in">                2010</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in"> 2011</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in"> 2010</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Net loss, as reported</td> <td width="72" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $(2,150)</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $(1,230)</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $(5,451)</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $(5,255)</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Other comprehensive (loss) income:</td> <td width="72" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="90" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="90" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">   Unrealized foreign currency translation (loss) gain</td> <td width="72" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> (299)</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 117</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> (177)</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 73</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Total other comprehensive (loss) income, net of tax</td> <td width="72" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> (299)</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 117</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> (177)</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 73</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Comprehensive loss</td> <td width="72" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $(2,449)</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $(1,113)</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $(5,628)</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $(5,182)</td></tr></table>

Note 8 - Pension Plan   As of December 31, 2003, the benefit service under the pension plan had been frozen and, accordingly, there is no service cost.  As of April 30, 2009, the compensation increments have been frozen and, accordingly, no additional benefits are being accrued under the pension plan.   The following table presents the components of net periodic pension cost:   <table style="MARGIN:auto auto auto 9.9pt; BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr style="PAGE-BREAK-INSIDE:avoid"> <td width="282" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:211.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="162" colspan="2" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:121.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">        Three Months Ended          September 30</td> <td width="162" colspan="2" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:121.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       Nine Months Ended          September 30</td></tr> <tr> <td width="282" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:211.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> In thousands</td> <td width="72" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         2011</td> <td width="90" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">               2010</td> <td width="78" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         2011</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 2010</td></tr> <tr> <td width="282" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:211.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Interest cost</td> <td width="72" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $ 137 </td> <td width="90" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">   $ 135 </td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $ 411  </td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $ 405  </td></tr> <tr> <td width="282" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:211.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Expected return on plan assets</td> <td width="72" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  (99)</td> <td width="90" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">   (104)</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">   (297)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  (312)</td></tr> <tr> <td width="282" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:211.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Amortization of net actuarial loss</td> <td width="72" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 86  </td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">   76  </td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 260  </td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 228  </td></tr> <tr> <td width="282" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:211.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Net periodic pension cost</td> <td width="72" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $ 124  </td> <td width="90" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $ 107  </td> <td width="78" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $ 374  </td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> $ 321  </td></tr></table>     As of September 30, 2011, the Company has recorded a current pension liability of $0.1 million, which is included in Accrued liabilities on the Condensed Consolidated Balance Sheets, and a long-term pension liability of $4.8 million, which is included in Deferred pension liability and other on the Condensed Consolidated Balance Sheets.  The minimum required contribution for 2011 is expected to be $0.2 million.   The pension plan asset information included below is presented at fair value.  ASC 820 establishes a framework for measuring fair value and required disclosures about assets and liabilities measured at fair value. The fair value of these assets is determined using a three-tier fair value hierarchy.  Based on this hierarchy, the Company determined the fair value of its money market funds and mutual funds using quoted market prices, a Level 1 or an observable input, the guaranteed investment contracts, equity and index funds and bonds, a Level 2 based on observable inputs and quoted prices in markets that are not active.  The Company does not have any Level 3 pension assets, in which such valuation would be based on unobservable measurements and managements estimates.   The following table presents the pension plan assets by level within the fair value hierarchy as of September 30, 2011:   <table width="624" style="MARGIN:auto auto auto 5.4pt; WIDTH:6.5in; BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr> <td width="276" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:207pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> In thousands</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Level 1</td> <td width="90" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Level 2</td> <td width="72" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Level 3</td> <td width="108" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Total</td></tr> <tr> <td width="276" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:207pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Guaranteed investment contracts</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> $      -</td> <td width="90" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> $1,796</td> <td width="72" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom">          $    -</td> <td width="108" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> $1,796</td></tr> <tr> <td width="276" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:207pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Equity and index funds</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> 867</td> <td width="90" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> 2,077</td> <td width="72" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom">              -</td> <td width="108" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> 2,944</td></tr> <tr> <td width="276" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:207pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Bonds</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> -</td> <td width="90" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> 18</td> <td width="72" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom">             -</td> <td width="108" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> 18</td></tr> <tr> <td width="276" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:207pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Total pension plan assets</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> $  867</td> <td width="90" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:67.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> $3,891</td> <td width="72" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:0.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom">          $    -</td> <td width="108" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> $4,758</td></tr></table>   In March 2011 and 2010, the Company submitted to the Internal Revenue Service requests for waivers of the minimum funding standard for its defined benefit plan.  The waiver requests were submitted as a result of the current economic climate and the current business hardship that the Company is experiencing.  The waivers, if granted, will defer payment of $559,000 and $285,000 of the minimum funding standard for the 2010 and 2009 plan years, respectively.  If the waivers are not granted, the Pension Benefit Guaranty Corporation and the Internal Revenue Service have various enforcement remedies they can implement to protect the participants benefits, such as termination of the plan and require the Company to make the unpaid contributions.  The senior lender has waived the default of non-payment of certain pension plan contributions, but in the event that any government agency takes any enforcement action or otherwise exercises any rights or remedies it may have, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have.  At this time, the Company is hoping to make its required contributions for the 2011 plan year, however there is no assurance that the Company will be able to make all payments.

Note 9 Share-Based Compensation   The Company did not issue any stock options during the three and nine months ended September 30, 2011 and 2010.  There are no unrecognized compensation costs related to unvested stock options granted under the Companys stock option plans.   The following table summarizes the activity of the Company's stock options for the nine months ended September 30, 2011:   <table width="631" style="WIDTH:473.4pt; BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr> <td width="289" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:216.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:black 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom">  </td> <td width="66" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:49.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:black 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Options</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:black 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Weighted Average Exercise Price ($)</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:black 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Weighted Average Remaining Contractual Term (Yrs)</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:black 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="bottom"> Aggregate Intrinsic Value ($)</td></tr> <tr> <td width="289" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:216.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Outstanding at beginning of year</td> <td width="66" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:49.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 12,500</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 4.81</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr> <tr> <td width="289" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:216.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Granted</td> <td width="66" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:49.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">          -</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> -</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr> <tr> <td width="289" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:216.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Exercised</td> <td width="66" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:49.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">          -</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> -</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr> <tr> <td width="289" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:216.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Terminated</td> <td width="66" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:49.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">          -</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> -</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr> <tr> <td width="289" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:216.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Outstanding at end of period</td> <td width="66" style="BORDER-BOTTOM:windowtext 1.5pt double; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:49.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 12,500</td> <td width="84" style="BORDER-BOTTOM:windowtext 1.5pt double; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 4.81</td> <td width="96" style="BORDER-BOTTOM:windowtext 1.5pt double; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 2.5</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr> <tr> <td width="289" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:216.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Vested and expected to vest at end of period</td> <td width="66" style="BORDER-BOTTOM:windowtext 1.5pt double; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:49.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 12,500</td> <td width="84" style="BORDER-BOTTOM:windowtext 1.5pt double; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 4.81</td> <td width="96" style="BORDER-BOTTOM:windowtext 1.5pt double; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 2.5</td> <td width="96" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> -</td></tr> <tr> <td width="289" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:216.9pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Exercisable at end of period</td> <td width="66" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:49.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 12,500</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 4.81</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> 2.5</td> <td width="96" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1in; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> -</td></tr></table>     On February 16, 2010, the Board granted Mr. Jean-Marc (J.M.) Allain, the Companys new President and Chief Executive Officer, 50,000 shares of restricted Common Stock from treasury shares which vested 50% after one year and the remaining 50% will vest after two years.  The Company is recording stock compensation expense over the vesting period and recorded $18,000 of stock compensation expense for the nine months ended September 30, 2011.

Note 10 Loss Per Common Share   Basic and diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period.  In periods when the Company reports net income, diluted per common share amounts are calculated by adjusting net income by the weighted average number of common shares outstanding, adjusted for shares that would be assumed outstanding after stock options vested under the treasury stock method and warrants outstanding.  At September 30, 2011 and 2010, there were outstanding stock options to purchase 12,500 and 23,000 shares of Common Stock, respectively, and warrants to purchase 1.0 million shares of Common Stock at September 30, 2011, which were excluded from the calculation of diluted loss per share because their impact would have been anti-dilutive.

Note 11 Legal Proceedings and Claims   The Company is subject to legal proceedings and claims which arise in the ordinary course of its business and/or which are covered by insurance that it believes individually and in the aggregate will not have a material adverse effect on the consolidated financial position or operations of the Company.

Note 12 Business Segment Data   Operating segments are based on the Companys business components about which separate financial information is available and are evaluated regularly by the Companys chief operating decision makers in deciding how to allocate resources and in assessing performance.   The Company evaluates segment performance and allocates resources based upon operating income (losses).  The Companys operations are managed in four reportable business segments.  The Display Division comprises two operating segments: Indoor display and Outdoor display.  Both design, produce, lease, sell and service large-scale, multi-color, real-time electronic information displays.  Both operating segments are conducted on a global basis, primarily through operations in the United States.  The Company also has operations in Canada.  The Indoor display and Outdoor display segments are differentiated primarily by the customers they serve.  The new LED lighting segment intends to sell energy-saving lighting solutions that provide facilities and public infrastructure with green lighting solutions that emit less heat, save energy and enable creative designs.  The Real estate rental segment owns and operates an income-producing property.  Segment operating (loss) income is shown after cost of revenues and sales, general and administrative expenses directly associated with the segment. Corporate general and administrative items relate to costs that are not directly identifiable with a segment.  There are no intersegment sales.  The total goodwill of $0.7 million relates to the Outdoor display segment.   Foreign revenues represent less than 10% of the Companys revenues and therefore are not separately disclosed.  The foreign operation does not manufacture its own equipment; the domestic operation provides the equipment that the foreign operation leases or sells.  The foreign operation operates similarly to the domestic operation and has similar profit margins.   Information about the Companys continuing operations in its four business segments for the three and nine months ended September 30, 2011 and 2010 is as follows:   <table style="BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="168" colspan="2" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.75in; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">                 Three Months Ended                 September 30</td> <td width="162" colspan="2" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:121.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">            Nine Months Ended            September 30</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> In thousands</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">            2011</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">              2010</td> <td width="78" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">            2011</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">             2010</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Revenues:</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    Indoor display</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $  1,815</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $  1,601</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $   5,529</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $  5,426</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    Outdoor display</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">           5,278</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">           5,426</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         11,526</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         13,130</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    LED lighting</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">                  -</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">                  -</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">                  -</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">                   -</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    Real estate rental</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">                24</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">                52</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">                69</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">              182</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Total revenues</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $  7,117</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $  7,079</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $ 17,124</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $ 18,738</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Operating (loss) income:</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">  </td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    Indoor display</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $  (535)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">       $  (587)</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">      $(1,111)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">     $(2,042)</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    Outdoor display</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">            (353)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">              645</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">             (814)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">               403</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    LED lighting</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">            (155)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">              (68)</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">             (239)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">             (146)</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    Real estate rental</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">              (42)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">               33</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">               (36)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">              134</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Corporate general and administrative expenses</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">        (418)</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         (859)</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         (1,866)</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">      (2,399)</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Total operating loss</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         (1,503)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">            (836)</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">          (4,066)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         (4,050)</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Interest expense, net</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         (416)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">         (380)</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">        (1,140)</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">      (1,163)</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Loss before income taxes</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">      (1,919)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:windowtext 1pt solid; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">      (1,216)</td> <td width="78" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">        (5,206)</td> <td width="84" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">      (5,213)</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:#ece9d8; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Income tax expense</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">             (7)</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">           (14)</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">             (21)</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">           (42)</td></tr> <tr> <td width="295" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:221.4pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top"> Net loss</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    $(1,926)</td> <td width="84" style="BORDER-BOTTOM:black 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">    $(1,230)</td> <td width="78" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:58.5pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">     $(5,227)</td> <td width="84" style="BORDER-BOTTOM:windowtext 1pt solid; BORDER-LEFT:#ece9d8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:63pt; PADDING-RIGHT:5.4pt; BORDER-TOP:#ece9d8; BORDER-RIGHT:#ece9d8; PADDING-TOP:0in" valign="top">     $(5,255)</td></tr></table>

1396000

1326000

2251000

2335000

380000

624000

3063000

16000

63000

4911000

3853000

9874000

9564000

541000

463000

-0.79

-0.50

-2.14

-2.16

-0.09

-0.88

-0.50

-2.23

-2.16

1930000

2459000

9621000

7555000

4786000

4571000

0000099106 2011-07-01 2011-09-30 0000099106 2011-11-17 0000099106 2011-09-30 0000099106 2010-12-31 0000099106 2010-07-01 2010-09-30 0000099106 2011-01-01 2011-09-30 0000099106 2010-01-01 2010-09-30 0000099106 2009-12-31 0000099106 2010-09-30 iso4217:USD shares iso4217:USD shares less allowance of $1,396 less allowance of $1,326 $1 par value - 5,500,000 shares authorized, 2,826,424 shares issued 383,596 common shares 383,596 common shares in 2011 383,596 common shares in 2010

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basic and diluted Total loss per share - basic and diluted Loss from continuing operations Loss from continuing operations Interest expense, net Interest expense, net Accumulated deficit Common stock ASSETS Legal Matters and Contingencies [Text Block] Cash flows from investing activities Write-off of engineering software, net Loss per share continuing operations - basic and diluted Equipment rentals and maintenance Accrued liabilities Property, plant and equipment Equity Inventory Disclosure [Text Block] Going Concern Condensed Consolidated Statements of Operations (Unaudited) Current liabilities: Inventories Statement [Table] Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] Inventories {1} Inventories Receivables {1} Receivables Non-cash restructuring charges Adjustment to reconcile net loss from continuing operations to net cash provided by operating activities: Loss from continuing operations before income taxes Loss from continuing operations before income taxes Operating loss Operating loss Cost of equipment rentals and maintenance Equipment sales Total stockholders' equity (deficit) Total stockholders' equity (deficit) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Less accumulated depreciation Cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Entity Well-known Seasoned Issuer Entity Common Stock, Shares Outstanding Current Fiscal Year End Date Document Period End Date Going Concern Note Cash flows from operating activities Net loss Net loss Loss from discontinued operations Loss from discontinued operations Deferred pension liability and other Less accumulated depreciation {1} Less accumulated depreciation Document and Entity Information Segment Reporting Disclosure [Text Block] Segment Reporting Fair Value Disclosures [Text Block] Accounts payable and accrued liabilities Loss per share discontinued operations - basic and diluted Cost of real estate rentals Accumulated other comprehensive loss Net cash provided by (used in) financing activities of continuing operations Net cash provided by (used in) financing activities of continuing operations Total cost of revenues Total cost of revenues Cost of revenues: Amendment Flag Inventory Cash flows from financing activities Amortization of restricted Common Stock Weighted average common shares outstanding - basic and diluted Restructuring costs Restructuring costs Supplemental disclosure of cash flow information: General and administrative expenses General and administrative expenses Cost of equipment sales Treasury Stock, Shares Notes payable Long-term debt: Document Fiscal Period Focus Entity Current Reporting Status Entity Central Index Key Income taxes paid Changes in operating assets and liabilities: Condensed Consolidated Statements of Cash Flows (Unaudited) Income tax expense Income tax expense TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Other assets Entity Registrant Name Comprehensive Income (Loss) Note [Text Block] Net increase (decrease) in cash and cash equivalents Equipment manufactured for rental Equipment manufactured for rental Common Stock, Par Value Per Share Treasury stock - at cost Treasury stock - at cost Rental equipment, net Rental equipment, net Statement [Line Items] Condensed Consolidated Balance Sheets (Unaudited) Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Cash provided by operating activities of discontinued operations Cash flows from discontinued operations Common Stock, Shares Issued Property, plant and equipment, net Property, plant and equipment, net Unbilled receivables Receivables Entity Voluntary Filers Debt Fair Value Measures and Disclosures Prepaids and other assets Revenues: Allowance For Doubtful Accounts Receivable Common Stock, Shares Authorized Total liabilities Total liabilities TOTAL ASSETS TOTAL ASSETS Amendment Description Document Fiscal Year Focus Earnings Per Share Restructuring and Related Activities Organization Consolidation And Presentation Of Financial Statements Purchases of property, plant and equipment Purchases of property, plant and equipment Depreciation and amortization Gross profit from operations Gross profit from operations Stockholders' equity (deficit): Accounts payable Prepaids and other Earnings Per Share [Text Block] Compensation Related Costs, Retirement Benefits Interest paid Net cash provided by discontinued operations Net cash provided by discontinued operations Payments of long-term debt Payments of long-term debt Current assets: EX-101.PRE 16 tlx-20110930_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT XML 17 R3.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data	Sep. 30, 2011	Dec. 31, 2010
Common Stock, Par Value Per Share	$ 1.000	$ 1.000
Common Stock, Shares Authorized	5,500,000	5,500,000
Common Stock, Shares Issued	2,826,424	2,826,424
Allowance For Doubtful Accounts Receivable	$ 1,396	$ 1,326
Treasury Stock, Shares	383,596	383,596

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Revenues:
Equipment rentals and maintenance	$ 1,908	$ 2,205	$ 5,903	$ 6,654
Equipment sales	5,185	4,822	11,152	11,902
Real estate rentals	24	52	69	182
Total revenues	7,117	7,079	17,124	18,738
Cost of revenues:
Cost of equipment rentals and maintenance	1,727	1,958	4,976	5,778
Cost of equipment sales	4,911	3,853	9,874	9,564
Cost of real estate rentals	16	16	49	40
Total cost of revenues	6,654	5,827	14,899	15,382
Gross profit from operations	463	1,252	2,225	3,356
General and administrative expenses	(1,950)	(2,025)	(6,205)	(6,301)
Restructuring costs	(16)	(63)	(86)	(1,105)
Operating loss	(1,503)	(836)	(4,066)	(4,050)
Interest expense, net	(416)	(380)	(1,140)	(1,163)
Loss from continuing operations before income taxes	(1,919)	(1,216)	(5,206)	(5,213)
Income tax expense	(7)	(14)	(21)	(42)
Loss from continuing operations	(1,926)	(1,230)	(5,227)	(5,255)
Loss from discontinued operations	(224)		(224)
Net loss	$ (2,150)	$ (1,230)	$ (5,451)	$ (5,255)
Loss per share continuing operations - basic and diluted	$ (0.79)	$ (0.50)	$ (2.14)	$ (2.16)
Loss per share discontinued operations - basic and diluted	$ (0.09)		$ (0.09)
Total loss per share - basic and diluted	$ (0.88)	$ (0.50)	$ (2.23)	$ (2.16)
Weighted average common shares outstanding - basic and diluted	2,443	2,443	2,443	2,434

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Document and Entity Information	3 Months Ended
Document and Entity Information	Sep. 30, 2011	Nov. 17, 2011
Document and Entity Information
Entity Registrant Name	TRANS LUX CORP
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000099106
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		4,686,923
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3

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Comprehensive Loss

3 Months Ended

Sep. 30, 2011

Equity

Comprehensive Income (Loss) Note [Text Block]

Note 7 – Comprehensive Loss

Total comprehensive loss is as follows:

	Three Months Ended September 30		Nine Months Ended September 30
In thousands	2011	2010	2011	2010
Net loss, as reported	$(2,150)	$(1,230)	$(5,451)	$(5,255)
Other comprehensive (loss) income:
Unrealized foreign currency translation (loss) gain	(299)	117	(177)	73
Total other comprehensive (loss) income, net of tax	(299)	117	(177)	73
Comprehensive loss	$(2,449)	$(1,113)	$(5,628)	$(5,182)

The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

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Segment Reporting Disclosure [Text Block]

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Business Segment Data

9 Months Ended

Sep. 30, 2011

Segment Reporting

Note 12 – Business Segment Data

Information about the Company’s continuing operations in its four business segments for the three and nine months ended September 30, 2011 and 2010 is as follows:

	Three Months Ended September 30		Nine Months Ended September 30
In thousands	2011	2010	2011	2010
Revenues:
Indoor display	$ 1,815	$ 1,601	$ 5,529	$ 5,426
Outdoor display	5,278	5,426	11,526	13,130
LED lighting	-	-	-	-
Real estate rental	24	52	69	182
Total revenues	$ 7,117	$ 7,079	$ 17,124	$ 18,738
Operating (loss) income:
Indoor display	$ (535)	$ (587)	$(1,111)	$(2,042)
Outdoor display	(353)	645	(814)	403
LED lighting	(155)	(68)	(239)	(146)
Real estate rental	(42)	33	(36)	134
Corporate general and administrative expenses	(418)	(859)	(1,866)	(2,399)
Total operating loss	(1,503)	(836)	(4,066)	(4,050)
Interest expense, net	(416)	(380)	(1,140)	(1,163)
Loss before income taxes	(1,919)	(1,216)	(5,206)	(5,213)
Income tax expense	(7)	(14)	(21)	(42)
Net loss	$(1,926)	$(1,230)	$(5,227)	$(5,255)

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Restructuring and Related Activities

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Plan of Restructuring

9 Months Ended

Sep. 30, 2011

Restructuring and Related Activities Disclosure [Text Block]

Note 3 - Plan of Restructuring

In the second quarter of 2010, the Company implemented a restructuring plan to reduce operating costs. The 2010 actions included the elimination of approximately 50 positions from our operations and the closing of our Stratford, Connecticut manufacturing facility. The 2010 year-end results included a restructuring charge of $1.1 million consisting of employee severance pay, facility closing costs representing primarily lease termination and asset write-off costs, and other fees directly related to the restructuring plan. The 2011 actions include the elimination of approximately 30 additional positions. The 2011 results include an additional restructuring charge of $86,000 consisting of employee severance pay and other fees directly related to the restructuring plan. The costs associated with the restructuring are included in a separate line item, Restructuring costs, in the Condensed Consolidated Statements of Operations. We expect that the majority of these costs will be paid over the next three months.

	Balance December 31, 2010	Provision	Payments and Other Adjustments	Balance September 30, 2011
Severance costs ⁽¹⁾	$ -	$ 40	$ 38	$ 2
Facility closing costs ⁽²⁾	215	6	166	55
Other fees	94	40	48	86
	$309	$86	$252	$143

(1) Represents salaries for employees separated from the Company.

(2) Represents costs associated with the closing of the Stratford, Connecticut facility (primarily lease termination costs) and leasehold improvement and equipment write-offs.

	Balance December 31, 2010	Provision	Payments and Other Adjustments	Balance September 30, 2011
Indoor display	$309	$61	$227	$143
Outdoor display	-	25	25	-
	$309	$86	$252	$143

XML 24 R14.htm IDEA: XBRL DOCUMENT

Share Based Compenstation

9 Months Ended

Sep. 30, 2011

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

Note 9 – Share-Based Compensation

The following table summarizes the activity of the Company's stock options for the nine months ended September 30, 2011:

	Options	Weighted Average Exercise Price ($)	Weighted Average Remaining Contractual Term (Yrs)	Aggregate Intrinsic Value ($)
Outstanding at beginning of year	12,500	4.81
Granted	-	-
Exercised	-	-
Terminated	-	-
Outstanding at end of period	12,500	4.81	2.5
Vested and expected to vest at end of period	12,500	4.81	2.5	-
Exercisable at end of period	12,500	4.81	2.5	-

XML 25 R15.htm IDEA: XBRL DOCUMENT

Loss Per Common Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share

Earnings Per Share [Text Block]

Note 10 – Loss Per Common Share

Basic and diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. In periods when the Company reports net income, diluted per common share amounts are calculated by adjusting net income by the weighted average number of common shares outstanding, adjusted for shares that would be assumed outstanding after stock options vested under the treasury stock method and warrants outstanding. At September 30, 2011 and 2010, there were outstanding stock options to purchase 12,500 and 23,000 shares of Common Stock, respectively, and warrants to purchase 1.0 million shares of Common Stock at September 30, 2011, which were excluded from the calculation of diluted loss per share because their impact would have been anti-dilutive.

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Pension Plan

9 Months Ended

Sep. 30, 2011

Deferred Compensation Arrangement with Individual Disclosure, Postretirement Benefits [Table Text Block]

Note 8 - Pension Plan

The following table presents the components of net periodic pension cost:

	Three Months Ended September 30		Nine Months Ended September 30
In thousands	2011	2010	2011	2010
Interest cost	$ 137	$ 135	$ 411	$ 405
Expected return on plan assets	(99)	(104)	(297)	(312)
Amortization of net actuarial loss	86	76	260	228
Net periodic pension cost	$ 124	$ 107	$ 374	$ 321

The following table presents the pension plan assets by level within the fair value hierarchy as of September 30, 2011:

In thousands	Level 1	Level 2	Level 3	Total
Guaranteed investment contracts	$ -	$1,796	$ -	$1,796
Equity and index funds	867	2,077	-	2,944
Bonds	-	18	-	18
Total pension plan assets	$ 867	$3,891	$ -	$4,758

In March 2011 and 2010, the Company submitted to the Internal Revenue Service requests for waivers of the minimum funding standard for its defined benefit plan. The waiver requests were submitted as a result of the current economic climate and the current business hardship that the Company is experiencing. The waivers, if granted, will defer payment of $559,000 and $285,000 of the minimum funding standard for the 2010 and 2009 plan years, respectively. If the waivers are not granted, the Pension Benefit Guaranty Corporation and the Internal Revenue Service have various enforcement remedies they can implement to protect the participant’s benefits, such as termination of the plan and require the Company to make the unpaid contributions. The senior lender has waived the default of non-payment of certain pension plan contributions, but in the event that any government agency takes any enforcement action or otherwise exercises any rights or remedies it may have, this shall constitute a separate and distinct event of default and the senior lender may exercise any and all rights or remedies it may have. At this time, the Company is hoping to make its required contributions for the 2011 plan year, however there is no assurance that the Company will be able to make all payments.

Organization Consolidation And Presentation Of Financial Statements

Tabular disclosure of pension and other postretirement benefit arrangements with individual employees, which are generally based on employment contracts between the entity and one or more selected officers or key employees, and which contain a promise by the employer to pay certain amounts at designated future dates, usually including a period after retirement, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Disclosure also typically includes the amount of related compensation expense recognized during the reporting period and the carrying amount as of the balance sheet date of the related liability.

+ References+ Details

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Basis of Presentation

9 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 – Basis of Presentation

In September 2011, the FASB issued ASU 2011-08, “Intangibles - Goodwill and Other (Topic 350): Testing Goodwill Impairment” (“ASU 2011-08”). ASU 2011-08 is intended to simplify goodwill impairment testing by permitting assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the traditional two-step impairment test. Under this update, we are not required to calculate the fair value of our reporting units unless we conclude that it is more likely than not (likelihood of more than 50%) that the carrying value of our reporting units is greater than the fair value of such units based on our assessment of events and circumstances. This update is effective for fiscal years beginning after December 15, 2011, with early adoption permitted. We plan to adopt the provisions of this update at the beginning of our fourth quarter, which has historically been the time at which we assessed the potential impairment of our goodwill and other indefinite lived intangible assets. The adoption of ASU 2011-08 is not expected to have a material impact on the Company’s consolidated financial statements.

Reclassifications: Certain reclassifications of prior years amounts have been made to conform to the current year presentation.

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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Fair Value Disclosures [Text Block]

XML 28 R9.htm IDEA: XBRL DOCUMENT

Fair Value

9 Months Ended

Sep. 30, 2011

Fair Value Measures and Disclosures

Note 4 – Fair Value

The Company carries its money market funds and cash surrender value of life insurance related to its deferred compensation arrangements at fair value. The fair value of these instruments is determined using a three-tier fair value hierarchy. Based on this hierarchy, the Company determined the fair value of its money market funds using quoted market prices, a Level 1 or an observable input, and the cash surrender value of life insurance, a Level 2 based on observable inputs primarily from the counter party. The Company’s money market funds and the cash surrender value of life insurance had carrying amounts of $1,000 and $65,000 at September 30, 2011, respectively, and $5,000 and $71,000 at December 31, 2010, respectively. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturities of these items. The fair value of the Company’s Notes and Debentures, using observable inputs, was $2.3 million and $0.1 million at September 30, 2011, respectively, and $1.2 million and $0.1 million at December 31, 2010, respectively. The fair value of the Company’s remaining long-term debt approximates its carrying value of $7.7 million and $7.5 million at September 30, 2011 and December 31, 2010, respectively. The fair value of the Company’s Warrants, using the Black Scholes valuation model to estimate the fair value, which requires various assumptions, including estimating stock price volatility and risk free rate of interest rate, a Level 2 based on observable inputs, was $76,000 at September 30, 2011.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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