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): June 17, 2011
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.)
26 Pearl Street, Norwalk, CT 06850-1647
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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 1.01 Entry into a Material Definitive Agreement.
On June 17, 2011, Trans-Lux Corporation entered into a Subscription
Agreement with Hackel Family Associates LLC (the "Subscriber") for
a private placement consisting of $650,000 of 4.0% secured notes of
the Company (the "Notes") pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder. In connection with the purchase of the 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 as provided in the Warrant.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
and Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Form 8-K is
incorporated herein by reference.
Item 8.01 Other Events.
On June 23, 2011, Trans-Lux Corporation issued a press release
announcing that the Board of Directors of Trans-Lux Corporation
approved a comprehensive restructuring and re-capitalization
package. A copy of the press release is furnished (not filed) as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Subscription Agreement between Trans-Lux Corporation
and Hackel Family Associates LLC.
10.2 Form of Common Stock Purchase Warrant.
99.1 Press release dated June 23, 2011.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and in the press release
attached hereto may constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are made on the basis of the current beliefs, expectations and
assumptions of the management of the Company and are subject to significant
risks and uncertainty. Investors are cautioned not to place undue reliance on
any such forward-looking statements. All such forward-looking statements speak
only as of the date they are made, and the Company does not undertake any
obligation to update or revise these statements, whether as a result of new
information, future events or otherwise.
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
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Angela D. Toppi
Executive Vice President
and Chief Financial Officer
by: /s/ Todd Dupee
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Todd Dupee
Vice President and
Controller
Date: June 23, 2011