SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2004
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.)
110 Richards Avenue, Norwalk, CT 06856-5090
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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 (See General Instruction A.2 below)
{ } 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-4c under the
Exchange Act 17 CFR 240.13e-4c
Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
On December 23, 2004, the Registrant entered into an amended and restated
senior debt financing whereby People's Bank became the sole lender under the
loan agreement. The amended financing includes (1) a $10 million term loan, (2)
a $6,150,000 non-revolving line of credit to finance purchases and/or
redemptions of 50% of the Registrant's outstanding convertible subordinated
notes due December 1, 2006, which converts to a five-year term loan on December
31, 2006, and (3) a revolver loan up to $5 million, based on an accounts
receivable and inventory formula, none of which has been drawn at this time.
Item 9. Financial Statements and Exhibits
(c) Exhibits
10(a) Amended and Restated Commercial Loan and Security
Agreement with People's Bank dated December 23,
2004.
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
Date: December 28, 2004