Attached files
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): September 14, 2010
TRANS-LUX CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
Delaware 1-2257 13-1394750
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
26 Pearl Street, Norwalk, CT 06850-1647
----------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 853-4321
--------------------------------------------------------------------------------
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The Corporation received a letter dated September 14, 2010 from the
NYSE Amex LLC ("Exchange") to strike the common stock of the
Corporation from the Exchange by filing a delisting application with
the Securities and Exchange Commission pursuant to Section 1009(d) of
the Exchange's Company Guide.
The letter also notified the Corporation that it has fallen out of
compliance with an additional continued listing standard.
Specifically, the Corporation is not in compliance with Section
1003(a)(ii) of the Exchange's Company Guide in that it has
stockholders' equity of less than $4.0 million at June 30, 2010 and
losses from continuing operations and net losses in three of its four
most recent fiscal years ended December 31, 2009.
By letter dated July 2, 2010, the Exchange notified the Corporation
that it was not in compliance with two of the Exchange's continued
listing standards. Specifically, the Corporation is not in compliance
with Section 1003(a)(iii) of the Exchange's Company Guide in that it
has stockholders' equity at March 31, 2010 of less than $6.0 million
and losses from continuing operations and net losses in its five most
recent fiscal years and Section 1003(a)(iv) of the Company Guide in
that it is financially impaired. The Exchange stated in its letter
that in order to maintain its listing, the Corporation must submit a
plan by August 2, 2010 addressing how it intends to regain compliance
with Section 1003(a)(iv) regarding financial impairment by January 4,
2011 and Section 1003(a)(iii) on stockholder equity and losses within
18 months or January 4, 2012 (the "Plan").
The Corporation submitted its plan of compliance on August 9, 2010 and
amended it on August 23, 2010. The Exchange has determined that the
Company did not make a reasonable demonstration in the plan of its
ability to regain compliance within the time periods given and has
concluded that it is appropriate to initiate immediate delisting
proceedings at this time. A press release pursuant to Section 402 and
1202(b) of the Company Guide was required and issued as set forth in
Exhibit 99.1 to this report.
The Corporation has appealed this determination and requested a
hearing before a committee of the Exchange. There can be no assurance
the Corporation's request for continued listing will be granted.
The Corporation has prepared a reverse stock split proposal for
approval by stockholders at the Annual Meeting of Stockholders to be
held later this year. If approved and the Corporation suspends its
reporting obligations to the Securities and Exchange Commission, it
would be grounds for delisting under Section 1003(b) and (f) of the
Company Guide and the Corporation might then voluntary delist.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 On September 21, 2010, Trans-Lux Corporation issued a press
release announcing receipt of a letter from the NYSE Amex LLC
advising that the Corporation is not in compliance with three of
the Exchange's continued listing standards and will initiate
immediate delisting proceedings.
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
---------------------------
Angela D. Toppi
Executive Vice President
and Chief Financial Officer
Date: September 21, 2010
