UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A
Amendment No. 3
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
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Commission file number 1-2257
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TRANS-LUX CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 13-1394750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26 Pearl Street, Norwalk, CT 06850-1647
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(Address of Registrant's principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 853-4321
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $1.00 par value NYSE Amex
8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 NYSE Amex
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
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Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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CONTINUED
TRANS-LUX CORPORATION
2008 Form 10-K/A Amendment No. 3
Cover Page Continued
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller
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reporting company X
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Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
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The aggregate market value of the Registrant's Common and Class B Stock held by
non-affiliates of the Registrant based upon the last sale price of the
Registrant's Common Stock reported on the NYSE Amex on June 30, 2008, was
approximately $9,238,000. (The value of a share of Common Stock is used as the
value for a share of Class B Stock, as there is no established market for Class
B Stock, which is convertible into Common Stock on a share-for-share basis.)
As of the close of business on April 21, 2009, there were outstanding 2,020,090
shares of the Registrant's Common Stock and 286,814 shares of its Class B Stock.
DOCUMENTS INCORPORATED BY REFERENCE: None
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EXPLANATORY NOTE
This Amendment No. 3 on Form 10-K/A amends our Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, which was filed with the SEC on April
15, 2009, Amendment No. 1, which was filed with the SEC on April 22, 2009, and
Amendment No. 2, which was filed with the SEC on April 30, 2009. We are filing
this Form 10-K/A Amendment No. 3 solely for the limited purpose of amending
paragraphs 1, 2, 4 and 5 of the Section 302 certifications.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
31.1 Certification of Michael R. Mulcahy, 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
by: /s/ Angela D. Toppi
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Angela D. Toppi
Executive Vice President and
Chief Financial Officer
Dated: December 1, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated:
/s/ Gene F. Jankowski December 1, 2009
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Gene F. Jankowski, Chairman of the Board
/s/ Victor Liss December 1, 2009
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Victor Liss, Vice Chairman of the Board
/s/ Richard Brandt December 1, 2009
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Richard Brandt, Director
December 1, 2009
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Howard M. Brenner, Director
/s/ Jean Firstenberg December 1, 2009
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Jean Firstenberg, Director
/s/ Howard S. Modlin December 1, 2009
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Howard S. Modlin, Director
/s/ Michael R. Mulcahy December 1, 2009
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Michael R. Mulcahy, President, Chief
Executive Officer and Director