UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2008
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.)
26 Pearl Street, Norwalk, CT 06850
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 853-4321
110 Richards Avenue, Norwalk, CT 06854
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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:
[ ] 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 4.01 Change in Registrant's Certifying Accountant
(a) (i) The Registrant has replaced Eisner LLP with UHY LLP as its
independent registered public accountants. Eisner LLP was
advised on July 9, 2008 that they were not being retained.
(ii) Eisner LLP's reports on the Registrant's financial statements
for the past two years ended December 31, 2007 did not contain
an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or
accounting principles.
(iii) The decision to change independent registered public
accountants was approved by the Audit Committee of the Board of
Directors on July 8,2008.
(iv) During the Registrant's two most recent fiscal years ended
December 31, 2007, and subsequent thereto, there were no
disagreements with Eisner LLP on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure.
(v) During the Registrant's two most recent fiscal years ended
December 31, 2007, Eisner LLP did not advise the Registrant
of any reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
(vi) Eisner LLP has furnished the Registrant a copy of a letter
addressed to the Securities and Exchange Committee stating
whether it agrees with the above statements. A copy of their
letter, dated July 10, 2008 is filed as Exhibit 16.1 to this
Form 8-K.
(b) Effective July 8, 2008, the Audit Committee of the Board of Directors of
the Registrant retained UHY LLP as the Registrant's independent
registered public accounting firm for the fiscal year ending December
31, 2008 to replace Eisner LLP as the Registrant's independent
registered public accounting firm.
(c) During the Registrant's two most recent fiscal years and subsequent
interim period through March 31, 2008, the Registrant did not consult
UHY LLP, on any matters regarding either (i) the application of
accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Registrant's financial statements by UHY LLP that was an important
factor considered by the Registrant in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement, as that term is used in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a reportable event as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
16.1 Letter from Eisner LLP dated July 10, 2008 to the Securities and
Exchange Commission.
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
Dated: July 10, 2008