UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13e
OF THE SECURITIES EXCHANGE ACT OF 1934
TRANS-LUX CORPORATION
____________________________________________________
(Name of the Issuer)
TRANS-LUX CORPORATION
____________________________________________________
(Name of Person(s) Filing Statement)
Common Stock, $1.00 par value
____________________________________________________
(Title of Class of Securities)
893247 106
____________________________________________________
(CUSIP Number of Class of Securities)
Angela D. Toppi
Executive Vice President and Secretary
TRANS-LUX CORPORATION
26 Pearl Street
Norwalk, CT 06850
(203) 853-4321 ext. 5903
____________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Persons Filing Statement)
With a copy to:
Gerald Gordon, Esq.
Weisman Celler Spett & Modlin, P.C.
445 Park Avenue
New York, NY 10022
(212) 371-5400
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction. [ ]
Calculation of Filing Fee
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| TRANSACTION VALUATION* | AMOUNT OF FILING FEE** |
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| $5,000 | $0.00 |
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*Calculated solely for the purposes of determining the filing fee. The
transaction valuation assumes the payment for 9,615 shares of Common Stock of
the subject Company at $0.52 per share in cash. The actual transaction value
will be based on the average closing price on the five trading days on which
sales took place prior to the 2010 Annual Meeting of Stockholders.
**The amount of the filing fee is calculated, in accordance with Rule 0-11(b),
as amended, by multiplying the transaction value of $5,000 by .0000713, rounded
down to $0.00.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount previously paid: --------------- Filing Party: ---------------
Form or Registration No.: -------------- Date Filed: -----------------
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Proxy Statement entitled "Summary of
Reverse Stock Split and Forward Stock Split Proposal" is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The name of the subject Company is Trans-Lux
Corporation, a Delaware corporation. Trans-Lux Corporation's executive offices
are located at 26 Pearl Street, Norwalk, Connecticut 06850. Trans-Lux
Corporation's telephone number is (203) 853-4321.
(b) Securities. The subject class of equity securities to which this
Schedule relates is the Company's Common Stock, $1.00 par value ("Common
Stock"), of which 2,826,424 shares were outstanding as of June 30, 2010.
(c) Trading Market and Price. The Common Stock is listed on the NYSE Amex
under the symbol "TLX." The information set forth in the Proxy Statement
entitled "Price Range of Common Stock; Dividends; Trading Volume" is
incorporated herein by reference.
(d) Dividends. The information set forth in the Proxy Statement entitled
"Price Range of Common Stock; Dividends; Trading Volume" is incorporated herein
by reference.
(e) Prior Public Offerings. There have been no public offerings in the
past three years.
(f) Prior Stock Purchases. No shares of Common Stock have been purchased
by the Company in the past two years except for fractional shares resulting from
the conversion of Class B Stock into Common Stock as a result of approval by the
stockholders at the December 11, 2009 Annual Meeting of Stockholders.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address. Trans-Lux Corporation is the filing person and
subject company. The business address and telephone number of Trans-Lux
Corporation are set forth under Item 2(a) of this Schedule 13E-3.
Pursuant to General Instruction C to Schedule 13E-3, the information on
directors and/or executive officers of Trans-Lux Corporation is set forth in the
Proxy Statement entitled "Election of Directors" and "Security Ownership of
Certain Beneficial Owners, Directors and Executive Officers" is incorporated
herein by reference. In addition to the executive officers list therein,
Messrs. Hirschauer and Mahoney have been Senior Vice Presidents of the Company
for the past 5 years.
The business address and telephone number for all of the directors and
executive officers is c/o Trans-Lux Corporation, 26 Pearl Street, Norwalk,
Connecticut 06850 and (203) 853-4321.
(b) Business and Background of Entities. Not applicable.
(c) Business and Background of Natural Persons. The information on
directors is set forth in the Proxy Statement entitled "Election of Directors"
and the information on executive officers is set forth in the Proxy Statement
entitled "Security Ownership of Certain Beneficial Owners, Directors and
Executive Officers" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) (1) Material Terms, Tender Offers. Not applicable.
(a) (2) Material Terms, Mergers or Similar Transactions. The information
set forth in the Proxy Statement entitled "Summary of Reverse Stock Split and
Forward Stock Split Proposal," "Questions and Answers Concerning the Reverse
Stock Split," "Special Factors," "Reasons for the Reverse Stock Split," "Terms
of the Reverse Stock Split," "The Reverse Stock Split," "Federal Income Tax
Consequences of the Reverse Stock Split" and "Vote Required for Approval" is
incorporated herein by reference.
(b) Purchases. None.
(c) Different Terms. The information set forth in the Proxy Statement
entitled "Effects of the Reverse Stock Split" is incorporated herein by
reference. All stockholders are treated the same who own 50 or more shares of
Common Stock; and all stockholders who own less than 50 shares of Common Stock
will be cashed out.
(d) Appraisal Rights. The information set forth in the Proxy Statement
entitled "Terms of the Reverse Stock Split - Dissenter's Rights" is incorporated
herein by reference.
(e) Provisions for Unaffiliated Security Holders. The information set
forth in the Proxy Statement entitled "Fairness of the Reverse Stock Split -
Procedural Fairness to Unaffiliated Stockholders" is incorporated herein by
reference.
(f) Eligibility for Listing or Trading. The information set forth in the
Proxy Statement entitled "Reasons for the Reverse Stock Split - Termination of
Registration and Reporting Requirements: Reduction of Expenses" and "Effects of
the Reverse Stock Split - Potential Detriments of the Reverse Stock Split to
Stockholders" and "Terms of the Reverse Stock Split - Resale of Securities" is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions.
(b) Significant Corporate Events.
(c) Negotiations or Contacts.
The information set forth in the Proxy Statement entitled "Election of
Directors" concerning the election of three of the directors in connection with
a Settlement Agreement described in the Company's proxy statement for the
December 11, 2009 Annual Meeting of Stockholders is incorporated herein by
reference as is the information on the proposal to eliminate Class B Stock and
the proposal to (a) modify provisions relating to Class A Stock and (b) increase
authorized Common Stock. There is also a proposal to adopt a 2010 Long-Term
Incentive Plan in the Proxy Statement and is incorporated herein by reference.
(d) Conflicts of Interest. Not applicable.
(e) The information set forth in the Proxy Statement entitled "Security
Ownership of Certain Beneficial Owners, Directors and Executive Officers" is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information set forth in the Proxy Statement entitled
"Reasons for the Reverse Stock Split" is incorporated herein by reference.
(b) Use of Securities Acquired. The fractional shares of Common Stock
acquired pursuant to the Reverse Stock Split will be cancelled.
(c) Plans. The information set forth in the Proxy Statement entitled
"Reasons for the Reverse Stock Split - Termination of Reporting Requirements:
Reduction of Expenses" and "Effects of the Reverse Stock Split - Potential
Detriments of the Reverse Stock Split to Stockholders," "Terms of the Reverse
Stock Split - Resale of Securities" and "Conduct of the Corporation's Business
After the Reverse Stock Split" is incorporated herein by reference. The
information in the Proxy Statement on the proposal to eliminate the Class B
Stock and the proposal to (a) modify the Class A Stock and (b) increase
authorized Common Stock is incorporated herein by reference.
(d) These are no negotiations involving the Company and any third party or
any of the items covered by Item 1006 of Regulation M-A.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) Purposes. The information set forth in the Proxy Statement entitled
"Reasons for the Reverse Stock Split-Termination of Reporting Requirements:
Reduction of Expenses," "Effects of the Reverse Stock Split - Potential
Detriments of the Reverse Stock Split to Stockholders" and "Terms of the Reverse
Stock Split - Resale of Securities" is incorporated herein by reference.
(b) Alternatives. The information set forth in the Proxy Statement
entitled "Reasons for the Reverse Stock Split - Alternatives to Reverse Stock
Split" is incorporated herein by reference.
(c) Reasons. The information set forth in the Proxy Statement entitled
"Reasons for the Reverse Stock Split-Termination of Reporting Requirements:
Reduction of Expenses," "Effects of the Reverse Stock Split - Potential
Detriments of the Reverse Stock Split to Stockholders" and "Terms of the Reverse
Stock Split - Resale of Securities" is incorporated herein by reference.
(d) Effects. The information set forth in the Proxy Statement entitled
"Effects of the Reverse Stock Split" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) Fairness. The information set forth in the Proxy Statement entitled
"Fairness of the Reverse Stock Split" is incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set forth
in the Proxy Statement entitled "Fairness of the Reverse Stock Split" is
incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in the Proxy
Statement entitled "Summary of the Reverse Stock Split and Forward Stock Split
Proposal" and "Vote Required for Approval" is incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in the Proxy
Statement entitled "Fairness of the Reverse Stock Split - Procedural Fairness to
Unaffiliated Stockholders" is incorporated herein by reference. The Board of
Directors has not retained an unaffiliated representative to act solely on
behalf of unaffiliated security holders.
(e) Approval of Directors. The information set forth in the Proxy
Statement entitled "Summary of the Reverse Stock Split and Forward Stock Split
Proposal," "Questions and Answers Concerning the Reverse Stock Split," and
"Fairness of the Reverse Stock Split - Recommendation of the Corporation's Board
of Directors; Procedural Fairness to Unaffiliated Stockholders" is incorporated
herein by reference.
(f) Other Offers. None
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) Report, Opinion or Appraisal. No reports, opinions or appraisals were
obtained. The information set forth in the Proxy Statement entitled "Fairness
of the Reverse Stock Split - Fairness; Factors Considered" and "Terms of the
Reverse Stock Split - General" is incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. Not
applicable.
(c) Availability of Documents. Not applicable as there are none.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. The information set forth in the Proxy Statement
entitled "Financing of the Reverse Stock Split" is incorporated herein by
reference.
(b) Conditions. Not applicable.
(c) Expenses. The information set forth in the Proxy Statement entitled
"Costs of the Reverse Stock Split" is incorporated herein by reference.
(d) Borrowed Funds. Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Security Ownership. The information set forth in the Proxy Statement
entitled "Security Ownership of Certain Beneficial Owners, Directors and
Executive Officers" is incorporated herein by reference.
(b) Securities Transactions. No persons, specified in Instruction 1 to
Item 1008(b) of Regulation M-A, transacted in the Stock during the past 60 days.
As described in the Proxy Statement, Mr. Jean-Marc Allain received 50,000
shares of restricted Common Stock upon his employment on February 16, 2010.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(e) Recommendations of Others. The information set forth in the Proxy
Statement entitled "Summary of the Reverse Stock Split and Forward Stock Split
Proposal," "Questions and Answers Concerning the Reverse Stock Split" and
"Fairness of the Reverse Stock Split - Recommendation of the Corporation's Board
of Directors; Procedural Fairness to Unaffiliated Stockholders" is incorporated
herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) Financial Information. The financial information required by this item
is incorporated by reference to the financial statements contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 2009 and is
also contained in the annual report to stockholders mailed simultaneously with
the Proxy Statement.
(b) Pro Forma Information. Not applicable.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations. None
(b) Employees and Corporate Assets. None other than in the ordinary course
of business in connection with annual meetings of stockholders. The information
set forth in the Proxy Statement entitled "Financing of the Reverse Stock Split"
is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings. There are
no agreements between, Trans-Lux Corporation and any of its executive officers,
directors, or subsidiaries relating to the Reverse Stock Split. The applicable
legal requirements are the filing of this Schedule 13E-3, the filing of the
Proxy Statement and required amendments and filing of applicable certificates of
amendment to the certificate of incorporation as to amendments approved by the
stockholders. There are no legal proceedings pending relating to the Reverse
Stock Split.
(b) Other Material Information. The Company believes the Proxy Statement
contains all such information as may be necessary to make all required
statements in the light of the circumstances under which they are made, not
materially misleading.
ITEM 16. EXHIBITS.
(a) (1) Proxy Statement dated this date incorporated by reference.
(b) (1) Form of the 1989 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.4(a) of Form 10-K for the year ended
December 31, 1999).
(c) (1) Restricted Stock Agreement with Jean-Marc Allain dated February 16,
2010 (incorporated by reference to Exhibit 10.2 of Form 8-K dated February 18,
2010).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
TRANS-LUX CORPORATION
by: /s/ Angela D. Toppi
---------------------------
Angela D. Toppi
Executive Vice President and
Chief Financial Officer
Dated: July 16, 2010