LGL GROUP INC — M&A Activity 2004

Sep 14, 2004

8-K 1 form8k03725_09142004.htm 8-K 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): September 14, 2004 ------------------ 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.) 50 Kennedy Plaza, Suite 1250, Providence, RI 02903 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 401-453-2007 ------------ -------------------------------------------------------------------------------- (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. On September 14, 2004, Lynch Corporation, Inc. (the "Company") signed a definitive agreement with Piezo Technology, Inc., a Florida corporation ("PTI"), the shareholders of PTI (the "Shareholders") and the trustees of the Amended and Restated Employee Stock Ownership Plan and Trust for Employees of Piezo Technology, Inc. dated September 23, 2002 (the "Trustees") to purchase all of the issued and outstanding common stock of PTI for approximately $8.7 million cash. Consummation of this transaction will be effective September 30, 2004 and is scheduled to occur on October 12, 2004. Consummation of this transaction is subject to customary closing conditions, including the receipt of a satisfactory fairness opinion. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NO. EXHIBITS 10.1 Agreement for Purchase and Sale of Shares dated September 14, 2004, by and among M-tron, PTI, the Shareholders and the Trustees. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LYNCH CORPORATION By: /s/ Raymond H. Keller ------------------------------------------- Raymond H. Keller Chief Financial Officer and Vice President September 14, 2004