8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  October 16, 2013

TRANS-LUX CORPORATION

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(Exact name of registrant as specified in its charter)

Delaware                                       1-2257                        13-1394750

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

of incorporation)                          File Number)             Identification No.)

950 Third Avenue, Suite 2804, New York, New York 10022

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(Address of principal executive offices)  (Zip Code)

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

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

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

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

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

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

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

Item 3.02.

Unregistered Sales of Equity Securities.

Following the approval of the same by the Company’s shareholders at its Annual Meeting of Shareholders held October 2, 2013, the Company has issued warrants to purchase 500,000 shares of the Company’s common stock, par value $0.001, to each of George Schiele, Chairman of the Board of Directors of the Company, and Salvatore Zizza, Vice Chairman of the Board of Directors of the Company, and warrants to purchase 50,000 shares of the Company’s common stock, par value $0.001, to Jean Firstenberg, Board Member, in each case at an exercise price of $0.50 per share.  The issuance of the warrants was completed in accordance with the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

Item 8.01

Other Events.

Attached as Exhibit 99.1 is a copy of a press release of Trans-Lux Corporation dated October 16, 2013, discussing the approval by the Board of Directors of the implementation of a reverse/forward stock split, as previously approved by the Company’s shareholders at the Company’s 2013 Annual Meeting of Shareholders, held on October 2, 2013.

The information furnished herein, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.  

99.1

Press release of Trans-Lux Corporation dated October 16, 2013, discussing approval by the Board of Directors of the implementation of a reverse/forward stock split, as previously approved by the Company’s shareholders at the Company’s 2013 Annual Meeting of Shareholders, held on October 2, 2013.

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/ Todd Dupee

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Todd Dupee

Vice President

and Chief Financial Officer

by:   /s/ Jay Forlenzo

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Jay Forlenzo

Vice President and Controller

Dated:  October 18, 2013

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

INVESTOR RELATIONS CONTACT:

Kristin A. Kreuder, Vice President and General Counsel

Trans-Lux Corporation

phone: 203-642-5833

e-mail: kkreuder@trans-lux.com

Trans-Lux Corporation to Implement

Reverse/Forward Stock Split

New York, NY (October 16, 2013) – On October 11, 2013, the Board of Directors of Trans-Lux Corporation approved the filing of amendments to the Company’s Certificate of Incorporation to effect a 1-for-1,000 reverse stock split of the Company’s Common Stock immediately followed by a 40-for-1 forward stock split of the Company’s Common Stock, which was previously approved by the Company’s shareholders at its Annual Meeting held on October 2, 2013.  The Board additionally approved the filing, immediately following the reverse/forward split, of an amendment to the Company’s Certificate of Incorporation to reduce the number of authorized shares of Common Stock of the Company from 60,000,000 to 10,000,000.  The record date for the reverse/forward stock split will be October 25, 2013.  

J.M. Allain, President and CEO, commented that “in making its determination to go forward with the reverse/forward stock split, the Board analyzed a variety of factors, including the existing and expected marketability and liquidity of the Company’s Common Stock, the prevailing market conditions and the likely effect on the market price of the Company’s Common Stock, and determined that the implementation of the reverse/forward stock split at this time is in the best interest of the Company and its shareholders”.  Mr. Allain continued, “In taking this action, our main goals are to broaden our investor base and improve shareholder value”.

The Board had previously set the ratios for the reverse split at 1-for-1,000, immediately followed by a forward split by a ratio of 40-for-1.  The Company has made the applicable filing with the Financial Industry Regulatory Authority (FINRA) and is in the process of implementing the reverse/forward stock split, which is scheduled to be effective as of the close of business on Friday, October 25, 2013.

For more information, visit www.trans-lux.com.

Exhibit 99.1

About Trans-Lux

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

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

The Company may, from time to time, provide estimates as to future performances. These forward-looking statements, 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.

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