0001513162-12-000223.txt : 20120402 0001513162-12-000223.hdr.sgml : 20120402 20120402171733 ACCESSION NUMBER: 0001513162-12-000223 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120402 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX CORP CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02257 FILM NUMBER: 12734276 BUSINESS ADDRESS: STREET 1: 26 PEARL STREET CITY: NORWALK STATE: CT ZIP: 06850-1647 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 26 PEARL STREET CITY: NORWALK STATE: CT ZIP: 06850-1647 8-K/A 1 tlx8k_a.htm FORM 8-K/A tlx8k_a.htm - Generated by SEC Publisher for SEC Filing

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

 

CURRENT REPORT

_________________

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  April 2, 2012

 

TRANS-LUX CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware                                                       1-2257                                                           13-1394750

 (State or other jurisdiction                 (Commission                                                (I.R.S. Employer

    of incorporation)                                 File Number)                                              Identification No.)

 

26 Pearl Street, Norwalk, CT  06850-1647

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (203) 853-4321

 

______________________________________________________________________________

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

Explanatory Note

 

This current report on Form 8-K/A (this “Amendment”) amends the current report on Form 8-K, filed March 9, 2012  (the “Original Filing”), in which Trans-Lux Corporation reported voting results for its Annual Meeting of Stockholders held on March 6, 2012.  Except as stated below; this Amendment does not amend, modify or update the disclosures contained in the Original Filing.

 

 

Item 3.03              Material Modification to Rights of Security Holders.

 

The information set forth in Item 5.07 is incorporated herein by reference.

 

 

Item 5.03              Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

The information set forth in Item 5.07 is incorporated herein by reference.

 

 

Item 5.07              Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of stockholders of Trans-Lux Corporation (the “Company”) held on March 6, 2012 (the “Annual Meeting”), the Company sought stockholder approval of, among other things, (1) amendments and restatements to the Company’s Restated Certificate of Incorporation (as then in effect, the “Certificate of Incorporation”) that would provide for (a) an increase in the authorized number of shares of the Company’s Common Stock from 5,500,000 to 60,000,000 and the change in the par value of the Company’s Common Stock from $1.00 per share to $0.001 per share, (b) the removal of Class A Stock from the Company’s authorized capital stock, (c) the removal of Class B Stock from the Company’s authorized capital stock and (d) the removal of Article TWELFTH from the Certificate of Incorporation and (2) the approval of the adoption of the Company’s 2012 Long-Term Incentive Plan (the “2012 LTIP”).

 

On March 9, 2012, the Company disclosed that the above-referenced actions were approved by the requisite vote of the Company’s stockholders.  It has since come to the Company’s attention that the Amended and Restated Certificate of Incorporation attached to the proxy statement distributed to stockholders prior to the Annual Meeting (the “2012 Restated Certificate of Incorporation”) that effected the changes to the Certificate of Incorporation was not approved by the required votes.  In addition, because the 2012 Restated Certificate of Incorporation was not validly approved, the 2012 LTIP was not validly approved.

 

The Company today has filed with the office of the Delaware Secretary of State a Certificate of Correction so that the 2012 Restated Certificate of Incorporation, which was filed with that office on March 7, 2012, will be deemed null and void.  As a result, the Series A Convertible Preferred Stock, par value $1.00 per share, of the Company, which would have been converted into shares of Company Common Stock upon the filing of the 2012 Restated Certificate of Incorporation with the office of the Delaware Secretary of State, remain outstanding.

 

 

 


 

 

 

SIGNATURES

 

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

 

 

TRANS-LUX CORPORATION

 

 

 

by:   /s/ Angela D. Toppi                                         

   Angela D. Toppi

   Executive Vice President

   and Chief Financial Officer

 

 

 

by:   /s/ Todd Dupee                                                

   Todd Dupee

   Vice President and Controller

 

 

 

 

Dated:  April 2, 2012