8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 25, 2019

TRANS-LUX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware                                     1-2257                               13-1394750

(State or other jurisdiction                 (Commission                      (IRS Employer        

of incorporation)                              File Number)                     Identification No.)

    135 East 57^th Street, 14^th Floor, New York, NY                                         10022

               (Address of principal executive offices)                                                 (zip code)

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  o   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o   

Item 8.01

Other Events.

On February 25, 2019, Trans-Lux Corporation (the “Company”) issued a press release announcing that it has extended the expiration date of its previously announced rights offering to 5:00 p.m., Eastern Time, on March 1, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, and there will be no sale of any securities in any state in which such an offer, solicitation, or purchase would be unlawful prior to the registration or qualification of such securities under the securities laws of any such state.  The offer of the securities issuable upon exercise of the rights is made only by means of the prospectus dated February 5, 2019 forming a part of the Company’s registration statement filed with and declared effective by the Securities and Exchange Commission, and related documents.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release of Trans-Lux Corporation dated February 25, 2019.

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
Name:	Todd Dupee
Title:	Senior Vice President and Chief Accounting Officer

Dated:  February 25, 2019

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Alberto Shaio

President & CEO

ashaio@trans-lux.com

212.897.2224

Trans-Lux Corporation Announces Extension of Rights Offering

NEW YORK, NY (February 25, 2019) – Trans-Lux Corporation (OTC Pink: TNLX) (“Trans-Lux”), a leading supplier of digital displays and next generation LED lighting, today announced that it has extended the expiration date of its previously announced rights offering to 5:00 p.m., Eastern Time, on March 1, 2019.

Under the terms of the rights offering, Trans-Lux distributed one non-transferable subscription right to purchase one share of common stock for each share of Trans-Lux’s common stock owned at 5:00 p.m., Eastern Time, on January 25, 2019, the record date for the rights offering.  Each subscription right entitles the holder to purchase one share of common stock at a subscription price of $1.00 per share.  The rights offering also includes an over-subscription right, which entitles each rights holder that exercises its basic subscription rights in full to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to certain limitations.

If all of the subscription rights are exercised and all the shares of common stock offered are sold, the gross proceeds from the rights offering will be approximately $2.5 million.  Trans-Lux intends to use the net proceeds from the rights offering for the repayment of certain debt and for payment of certain contributions under its defined benefit pension plan, with the remainder to be used for general corporate purposes.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, and there will be no sale of any securities in any state in which such an offer, solicitation, or purchase would be unlawful prior to the registration or qualification of such securities under the securities laws of any such state.  The offer of the shares of common stock issuable upon exercise of the rights is made only by means of the prospectus dated February 5, 2018 forming a part of Trans-Lux’s registration statement filed with and declared effective by the SEC, and related documents.  A copy of the prospectus may be obtained, free of charge, on the SEC website at www.sec.gov, or by contacting the information agent for the rights offering, Morrow Sodali LLC, by email at tnlx@morrowsodali.com or by telephone at (800) 662-5200.  Banks and brokerage firms also may contact Morrow Sodali LLC at (203) 658-9400.  Before you invest, you should carefully read the prospectus and other documents Trans-Lux has filed with the SEC for more complete information about Trans-Lux and the rights offering.

About Trans-Lux

Trans-Lux Corporation is a leading manufacturer and innovator of LED small and large pitch LED digital video displays and Data Walls, serving primarily the financial, entertainment, retail, gaming, education, government, and commercial markets. Trans-Lux’s Fair-Play Scoreboards business unit provides scoreboards and scoring systems within the sports industry, providing comprehensive video display solutions for any size venue’s indoor and outdoor display needs. For more information please visit www.Trans-Lux.com.

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

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