sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 31, 2007
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THE LGL GROUP, INC.
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(Exact Name of Registrant as specified in Charter)
Delaware 1-106 38-1799862
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
140 Greenwich Avenue, 4th Floor, Greenwich, CT 06830
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 622-1150
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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-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 31, 2007, The LGL Group, Inc., an Indiana corporation ("LGL
Indiana") was merged (the "Merger") with and into its wholly-owned subsidiary,
The LGL Group, Inc., a Delaware corporation ("LGL Delaware"), pursuant to an
Agreement and Plan of Merger (the "Merger Agreement") dated August 28, 2007 and
approved by the shareholders of LGL Indiana at its 2007 Annual Meeting of
Shareholders held on August 28, 2007. As a result of the Merger, LGL Indiana and
LGL Delaware became a single corporation named The LGL Group, Inc., existing
under and governed by the laws of the State of Delaware (the "Surviving
Entity").
Under the terms of the Merger, each share of common stock of LGL Indiana
issued and outstanding was exchanged for one share of common stock of LGL
Delaware, such that all former holders of securities of LGL Indiana are now
holders of securities of the Surviving Entity. As no physical exchange of
certificates is required in connection with the Merger, certificates formerly
representing shares of issued and outstanding common stock of LGL Indiana are
deemed to represent the same number of shares of common stock of the Surviving
Entity.
Additionally, under the terms of the Merger, the Certificate of
Incorporation and By-Laws of LGL Delaware became the Certificate of
Incorporation and By-Laws of the Surviving Entity (the "Formation Documents"),
and the directors and officers of LGL Indiana immediately prior to the Merger
became the directors and officers of the Surviving Entity.
Upon consummation of the Merger, the Surviving Entity's common stock was
deemed to be registered under Section 12(b) of the Securities Exchange Act of
1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes
of Rule 12g-3(a), the Surviving Entity is the successor issuer to LGL Indiana.
The Surviving Entity's common stock will continue to be quoted on the American
Stock Exchange under the symbol "LGL."
The foregoing descriptions of the Merger Agreement, Certificate of
Incorporation, and By-Laws are not complete and are qualified in their entirety
by reference to the full text of such documents, copies of which are filed
herewith and are incorporated herein by reference.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITIES HOLDERS.
The Formation Documents, along with the laws of the State of Delaware, now
govern the affairs of the Surviving Entity and the rights of the Surviving
Entity's stockholders. For additional information regarding the Formation
Documents and their impact on the rights of securities holders, see the
disclosure set forth under Item 1.01, which is incorporated by reference into
this Item 3.03.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
The information contained in Items 1.01 and 3.03 is incorporated by
reference into this Item 5.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
Exhibit No. Exhibits
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2.1 Agreement and Plan of Merger between The LGL Group,
Inc., an Indiana corporation and The LGL Group, Inc.,
a Delaware corporation, dated as of August 28, 2007.
3.1 Certificate of Incorporation of The LGL Group, Inc.
3.2 By-laws of The LGL Group, Inc.
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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.
August 31, 2007
THE LGL GROUP, INC.
By: /s/ Jeremiah M. Healy
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Name: Jeremiah M. Healy
Title: President and Chief Executive Officer
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