LGL GROUP INC — Capital/Financing Update 2005

May 16, 2005

8-K 1 form8k03725_05122005.htm sec document 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): May 12, 2005 ------------ LYNCH CORPORATION -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in Charter) INDIANA 1-106 38-1799862 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 140 GREENWICH AVENUE, 4TH FLOOR, GREENWICH, CT 06830 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 622-1150 -------------- -------------------------------------------------------------------------------- (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-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. ------------------------------------------- Venator Merchant Fund, L.P., a Delaware limited partnership ("Venator"), made a loan to Lynch Corporation ("Registrant"), in the amount of $700,000 (the "Loan"). Registrant's obligation to repay Venator is evidenced by a Promissory Note, dated May 12, 2005, made by Registrant to Venator (the "Note"), which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Under the terms of the Note, Registrant is to pay Venator the principal sum of $700,000 on September 11, 2005 (the "Maturity Date"), or within seven days after demand by Venator is made. Registrant is also to pay interest on the unpaid principal amount, together with payment of principal on the Maturity Date, at the rate of 6% per annum. The Note contains covenants restricting the use of the proceeds of the Loan as follows: (a) up to $250,000 are to be used for open market purchases of Registrant's common stock; and (b) the balance is to be used for working capital and general corporate purposes, including, without limitation for legal and accounting accruals and corporate accruals and expenses. Under the terms of the Note, Registrant must prepay the Promissory Note to the extent of the net proceeds of any sale of its equity or debt securities. The Note also provides for certain events of default that could accelerate the date on which payment of the Note is to be made. Venator is an investment limited partnership controlled by Registrant's Chairman of the Board, Marc Gabelli, and is the beneficial owner of approximately 20% of Registrant's outstanding common stock. The Loan was approved by the Audit Committee of the Board of Directors of the Registrant. Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. See Item 1.01- Entry into a Material Definitive Agreement. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 10.1 Promissory Note made by Lynch Corporation to Venator Merchant Fund, L.P., dated May 12, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. LYNCH CORPORATION By: /s/ John C. Ferrara -------------------------------------- John C. Ferrara President and Chief Executive Officer May 16, 2005