Edgar Filing: TRANS LUX CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM 10-K/A

Amendment No. 2

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
-----------------

Commission file number 1-2257
------

TRANS-LUX CORPORATION
---------------------
(Exact name of Registrant as specified in its charter)

Delaware 13-1394750
------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

26 Pearl Street, Norwalk, CT 06850-1647
----------------------------------------
(Address of Registrant's principal executive offices) (Zip code)

Registrant's telephone number, including area code: (203) 853-4321
--------------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $1.00 par value NYSE Amex

8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 NYSE Amex

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
--- ---

Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
--- ---
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---

CONTINUED

TRANS-LUX CORPORATION
2008 Form 10-K/A Amendment No. 2
Cover Page Continued

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer Accelerated filer Non-accelerated filer Smaller
--- --- ---
reporting company X
---

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
--- ---

The aggregate market value of the Registrant's Common and Class B Stock held by
non-affiliates of the Registrant based upon the last sale price of the
Registrant's Common Stock reported on the NYSE Amex on June 30, 2008, was
approximately $9,238,000. (The value of a share of Common Stock is used as the
value for a share of Class B Stock, as there is no established market for Class
B Stock, which is convertible into Common Stock on a share-for-share basis.)

As of the close of business on April 21, 2009, there were outstanding 2,020,090
shares of the Registrant's Common Stock and 286,814 shares of its Class B Stock.

DOCUMENTS INCORPORATED BY REFERENCE: None

--------------------------------------------------------------------------------

EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A amends our Annual Report on Form 10-K/A for
the fiscal year ended December 31, 2008, which was filed with the SEC on April
22, 2009 (the "Original Filing"). We are filing this Amendment solely for the
limited purpose of amending Part III, Items 10 - 14 to reflect the inclusion of
the information required by Form 10-K. The Original Filing contemplated the
incorporation by reference of such information from the Corporation's definitive
proxy statement relating to the Corporation's 2009 Annual Meeting of
Shareholders. The Corporation's definitive proxy statement will not be filed
within the requisite 120 days after the Corporation's 2008 fiscal year end, and
accordingly, the Corporation is including the information required by Part III,
Items 10 - 14 of Form 10-K through this Amendment as contemplated by instruction
G (3) to Form 10-K. The listing of the definitive proxy statement on the cover
page of the Original Filing as a document incorporated by reference has been
deleted in this Amendment.

Except as contained herein, this Amendment speaks as of the filing date of the
Original Filing and does not modify or update disclosures contained in the
Original Filing. Accordingly, this Amendment should be read in conjunction with
the Original Filing.

--------------------------------------------------------------------------------

TRANS-LUX CORPORATION
2008 Form 10-K/A Annual Report
Amendment No. 2

Table of Contents

Page
----

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance 1
ITEM 11. Executive Compensation 4
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 8
ITEM 13. Certain Relationships and Related Transactions, and Director
Independence 9
ITEM 14. Principal Accounting Firm Fees and Services 10

PART IV

Signatures 11

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The directors of the Corporation and their ages are as follows:

Name Age
------------------------

Matthew Brandt 45
Richard Brandt 81
Thomas Brandt 45
Howard M. Brenner + 75
Jean Firstenberg + 73
Gene Jankowski + 74
Victor Liss 72
Howard S. Modlin + 78
Michael R. Mulcahy 61
------------------------

(+) Member of the Audit Committee

Directors:

Mr. M. Brandt has served as a director since 2000. He is Co-Chief Executive
Officer of Storyteller Theatres Corporation. He was formerly Executive Vice
President of Trans-Lux Corporation; formerly President of Trans-Lux
Corporation's Entertainment Subsidiaries; and formerly Chairman and Vice
Chairman of the Executive Committee of Trans-Lux Corporation.

Mr. R. Brandt has served as a director since 1954 and had been Chairman of the
Board of Trans-Lux Corporation from 1974 to 2003. Mr. R. Brandt is a management
consultant to Trans-Lux Corporation; Director and Chairman of the Audit and
Compensation Committees of Presidential Realty Corporation; and Chairman
Emeritus and Trustee of the American Film Institute. He was formerly a Trustee
of The College of Santa Fe.

Mr. T. Brandt has served as a director since 2000. He is Co-Chief Executive
Officer of Storyteller Theatres Corporation. He was formerly Executive Vice
President and Co-Chief Executive Officer of Trans-Lux Corporation and its
Entertainment Subsidiaries.

Mr. Brenner has served as a director since 1997 and has been an independent
director since 2000. He was formerly Senior Advisor of MLGA Holding, Inc.;
formerly a Director of Interep National Radio Sales, Inc.; formerly Chairman and
Chief Executive Officer of HCFP Brenner Securities LLC; formerly President of
Brenner Securities; formerly Senior Vice President of Loewenbaum & Company
Incorporated; formerly Vice Chairman of Southcoast Capital Corporation; formerly
President of Drexel Burnham Lambert Incorporated; and formerly a member of the
Board of Governors of the American Stock Exchange and District 10 Committee (NY)
National Association of Securities Dealers Inc.

Ms. Firstenberg has served as a director since 1989, when she was elected an
independent director. Ms. Firstenberg is a member of the Board of Trustees of
the American Film Institute. She was formerly the President, Chief Executive
Officer and a Director of the American Film Institute; and formerly a Trustee of
Boston University.

Mr. Jankowski has served as a director since 1994, when he was elected an
independent director. In May 2003 he was elected by the Board to serve as
Chairman of the Board (a non-executive position) of Trans-Lux Corporation. Mr.
Jankowski is Chairman of Jankowski Communications System, Inc.; Advisor Managing
Director of Veronis Suhler & Associates Inc.; and Chairman Emeritus of the
American Film Institute. He was formerly a Director of TV Azteca; formerly
Co-Chairman of St. Vincent's College; formerly a Trustee of St. Vincent's
Medical Center; and formerly President and Chairman of the CBS Broadcast Group.

Mr. Liss has served as a director since 1988, and has been an independent
director since January 2007. In 1991 he was elected by the Board to serve as
Vice Chairman of the Board (a non-executive position) of Trans-Lux Corporation.
Mr. Liss is a Director of Wellpoint, Inc.; a Trustee of Norwalk Hospital; a
Director of BNC Financial Group; and Chairman of the Board of the Bank of
Fairfield. He was formerly Chairman of the Board of Trustees of Norwalk
Hospital; formerly Co-Chairman of the Advisory Board to University College of
Sacred Heart University; and formerly Consultant, President and Chief Executive
Officer of Trans-Lux Corporation.

Mr. Modlin has served as a director since 1975 and is an attorney and President
of the firm Weisman Celler Spett & Modlin, P.C.; and Chairman and Chief
Executive Officer of General DataComm Industries, Inc. He was formerly a
Director of Fedders Corporation.

Mr. Mulcahy has served as a director since 2002 and is President and Chief
Executive Officer of Trans-Lux Corporation. He was formerly Co-Chief Executive
Officer of Trans-Lux Corporation.

Committees of the Board of Directors:

The Board of Directors has appointed an Executive Committee, a Compensation
Committee and an Audit Committee.

Executive Committee: The members of the Executive Committee of the Board of
Directors are Messrs. R. Brandt, Jankowski, Liss, Modlin and Mulcahy. The
Executive Committee is authorized to exercise the powers of the Board of
Directors during the intervals between the meetings of the Board and is, from
time to time, delegated certain authorizations by the Board in matters
pertaining to the Corporation. The Executive Committee held zero meetings in
2008. Members of said Committee receive a fee of $320 for each meeting of the
Committee they attend.

Compensation Committee: The members of the Compensation Committee of the Board
of Directors are Messrs. Modlin, Brenner and Jankowski and Ms. Firstenberg.
The Compensation Committee reviews compensation and other benefits. The
Compensation Committee held three meetings in 2008. None of the members of the
Compensation Committee during 2008 and continuing through 2009 is or has been an
officer or employee of the Corporation. The Compensation Committee does not
have a charter. There are no compensation committee interlock relationships
with respect to the Corporation. Members of said Committee receive a fee of
$320 for each meeting of the Committee they attend and the Chairman, Mr.
Modlin, receives an annual fee of $1,600.

Audit Committee: The members of the Audit Committee of the Board of Directors
are Ms. Firstenberg and Messrs. Brenner and Jankowski, and Mr. Modlin, ex
officio. Each of the directors is considered "independent" as defined by the
NYSE Amex Listing Standards. The Committee operates under a formal written
charter approved by the Committee and adopted by the Board of Directors. The
Board of Directors has determined that director Gene Jankowski meets the
definition of "audit committee financial expert" set forth in Item 407 of
Regulation S-K, as promulgated by the SEC. The Audit Committee held four
meetings in 2008. The responsibilities of the Audit Committee include the
appointment of the auditors, review of the audit function and material aspects
thereof with the Corporation's independent auditors, and compliance with
Corporation policies and applicable laws and regulations. Members of said
Committee receive a fee of $400 for each meeting of the Committee they attend
and the Chairperson, Ms. Firstenberg, receives an annual fee of $2,400 and $100
for each quarterly telephonic meeting with the independent auditors.

Nominating or Similar Committee: The Board of Directors has not established a
nominating or similar committee. In accordance with the NYSE Amex Listing
Standards, as discussed in the section entitled "Corporate Governance," the
Corporation is considered a controlled company, and therefore, not required by
such NYSE Amex Listing Standards to have a nominating committee recommend or
cast votes for the nomination or election of directors. The Board of Directors
does not have any specific, minimum qualifications that the Board believes must
be met by a nominee for a position on the Board, or any specific qualities or
skills that the Board believes are necessary for one or more of the directors to
possess. The Board has consistently sought to nominate to the Board of
Directors eminently qualified individuals whom the Board believes would provide
substantial benefit and guidance to the

Corporation. The Board believes that substantial judgment, diligence and care
are required to identify and select qualified persons as directors and does not
believe that it would be appropriate to place limitations on its own discretion.
Currently, all directors participate in the consideration of director nominees.

Corporate Governance Committee: The Board of Directors has not established a
corporate governance committee. The Board of Directors acts as the corporate
governance committee.

Meeting of the Board of Directors: During 2008, the Board of Directors held six
meetings. All directors attended 75% or more of such meetings and of committees
of which they were members. The Corporation does not have a formal policy
regarding directors' attendance at annual stockholders meetings. Nevertheless,
the Corporation strongly encourages and prefers that directors attend regular
and special Board meetings as well as the annual meeting of stockholders in
person, although attendance by teleconference is considered adequate. The
Corporation recognizes that attendance of the Board members at all meetings may
not be possible, and excuses absences for good cause.

Compliance with Section 16(a) of the Securities Exchange Act of 1934: The
Corporation's executive officers and directors are required under Section 16(a)
of the Securities Exchange Act of 1934 to file reports of ownership and changes
in ownership with the SEC and the NYSE Amex. Copies of those reports must also
be furnished to the Corporation. Based solely on a review of the copies of
reports furnished to the Corporation for the year ended December 31, 2008, the
Corporation's executive officers and directors have complied with the Section
16(a) filing requirements.

Corporate Governance: The Board of Directors has adopted a Code of Business
Conduct and Ethics Guidelines that applies specifically to Board Members and
Executive Officers. The Code is designed to promote compliance with applicable
laws and regulations, to promote honest and ethical conduct, including full,
fair, accurate and timely disclosure in reports and communications with the
public. The Code is available for viewing on the Corporation's website at
www.trans-lux.com. Any amendments to, or waivers from, the Code of Business
Conduct and Ethics Guidelines will be posted on the website. In addition, the
Board of Directors adopted a Whistle Blowing policy, which provides procedures
for the receipt, retention and treatment of complaints received by the
Corporation regarding accounting, internal accounting controls and auditing
matters, as well as the confidential, anonymous submission of concerns regarding
questionable accounting or auditing practices.

The NYSE Amex Listing Standards require that a listed company's Board of
Directors must consist of a majority of independent directors as defined in
Section 303A.01 of such NYSE Amex Listing Standards, unless the company is
considered a controlled company. Section 303A of the NYSE Amex Listing
Standards defines a controlled company as a company in which over 50% of the
voting power is held by an individual or group. In accordance with the NYSE
Amex Listing Standards, the Corporation is considered a controlled company, and
therefore, exempt from the requirements of Section 303A.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

Compensation Discussion and Analysis: All matters concerning executive
compensation for Mr. Mulcahy, Chief Executive Officer, and other executive
officers are considered by the Corporation's Compensation Committee. The
following paragraphs discuss the principles underlying our executive
compensation decisions and the most important factors relevant to an analysis of
these decisions. It provides qualitative information regarding the manner and
context in which compensation is awarded to and earned by our executive officers
and places in perspective the data presented in the tables and other
quantitative information that follows this section.

Our compensation of executives is designed to attract, as needed, individuals
with the skills necessary for us to achieve our business plan, to reward those
individuals fairly over time, and to retain those individuals who continue to
perform at or above our expectations. Our executives' compensation has three
primary components - base salary, a yearly cash incentive bonus and stock option
awards.

Base Salary. We fix the base salary of each of our executives at a level we
believe enables us to hire and retain individuals in a competitive environment
and rewards satisfactory individual performance and a satisfactory level of
contribution to our overall business goals. We also take into account the base
salaries paid by similarly sized companies and the base salaries of other
companies with which we believe we compete for talent. To this end, we
subscribe to certain executive compensation surveys and other databases and
review them when making a crucial executive hiring decision and annually or at
the end of the term of the employment agreement when we review executive
compensation.

Cash Incentive Bonus. We designed the cash incentive bonuses for each of our
executives to focus the executive on achieving key financial and/or operational
objectives within a yearly time horizon, as described in more detail below.

Stock Options. We use stock options when employment agreements are entered into
and/or to reward long-term performance; these options are intended to produce
value for each executive if the Corporation's performance is outstanding and if
the executive has an extended tenure and are also based on availability of
options.

We view the three primary components of our executive compensation as related
but distinct. Although we review total compensation, we do not believe that
significant compensation derived from one component of compensation should
negate or reduce compensation from other components. We determine the
appropriate level for each compensation component based in part, but not
exclusively, on our view of internal equity and consistency, individual
performance and other information we deem relevant, such as the survey data
referred to above. We believe that salary and cash incentive bonuses are
primary considerations and that stock options are secondary considerations.
Except as described below, we have not adopted any formal or informal policies
or guidelines for allocating compensation between long-term and currently paid
out compensation, between cash and non-cash compensation, or among different
forms of compensation. This is due to the small size of our executive team and
the need to tailor each executive's award to attract and retain that executive.

In addition to the three primary components of compensation described above, we
provide our executives with benefits that are generally available to our
salaried employees. These benefits include health and medical benefits,
flexible spending plans and life insurance. We also provide our executives with
severance and certain additional benefits in the event of a change of control of
the Corporation, as described in more detail below.

We account for the equity compensation expense for our employees under the rules
of SFAS 123R, which requires us to estimate and record an expense for each award
of equity compensation over the service period of the award. Accounting rules
also require us to record cash compensation as an expense at the time the
obligation is accrued. No stock options were awarded during 2008 to any
employees, and therefore, the Corporation did not record any related
compensation expense. There are no stock option plans currently in effect
providing for the grant of new options to employees.

Cash Incentive Bonuses. Yearly cash incentive bonuses for our executives are
established as part of their respective individual employment agreements. Each
of these employment agreements provides that the executive will receive a cash
incentive bonus determined in the discretion of our Board of Directors, based
upon the financial performance of the Corporation. These criteria are
established by the Compensation Committee and approved by the full Board of
Directors at the time the individual employment agreement is entered into and
includes specific objectives relating to the achievement of operational and/or
financial results. Based on the results of the Corporation, no cash incentive
bonuses were paid for the year ended December 31, 2008.

Severance and Change in Control Benefits. Each of our executives has a
provision in his/her employment agreement providing for certain severance
benefits in the event of termination without cause. The severance provisions
are described below in the section entitled "Employment Agreements."

In addition to the severance benefits, Mr. Mulcahy and Ms. Toppi's employment
agreements provide for a "Change in Control of Employer" provision, entitling
them to terminate the agreement on 75 days prior written notice and receive a
lump sum payment, grossed up for taxes if subject to Section 4999 of the
Internal Revenue Code of 1986 if such payment is deemed to be an "excess
parachute payment" under Section 280G of the Internal Revenue Code of 1986, and
the option of extending his/her agreement for three (3) years at his/her then
current salary subject to the cost-of-living adjustment if such Change in
Control is approved by Mr. R. Brandt.

Other Benefits. Our executives are eligible to participate in all of our
employee benefit plans, such as medical, group life and disability insurance,
pension plan and our 401(k) plan, in each case on the same basis as our other
employees. There were no special benefits or perquisites provided to any
executive officer in 2008.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation
Discussion and Analysis with management and, based on such review and
discussions, the Compensation Committee has recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this
Proxy Statement.

This report is submitted by the Compensation Committee. Its members are:

Howard S. Modlin, Chairman
Howard M. Brenner
Jean Firstenberg
Gene Jankowski

The following table provides certain summary information for the last fiscal
year of the Corporation concerning compensation paid or accrued by the
Corporation and its subsidiaries to or on behalf of the Corporation's Chief
Executive Officer, Chief Financial Officer, the Named Executive Officers of the
Corporation for 2008 and the management consultant.

Summary Compensation Table
Annual Compensation

Change in
Pension
Value of
Non-Equity Nonqualified
Stock Option Incentive Plan Deferred All Other
Name and Salary Bonus Awards Award s Compensation Compensation Compensation Total
Principal Position Year ($) ($) ($) ($) ($) Earnings ($) ($) (1) ($)
----------------------------------------------------------------------------------------------------------------------

Michael R. Mulcahy 2008 303,590 - - - - - 25,240 328,830
President and CEO 2007 289,698 - - - - - 23,768 313,466

Angela D. Toppi 2008 193,658 - - - - - 3,065 196,723
Executive Vice 2007 180,192 7,500 - - - - 2,279 189,971
President, Treasurer,
Secretary and CFO

Al L. Miller 2008 160,787 26,867 - - - - 1,393 189,047
Executive Vice 2007 152,385 22,328 - - - - 1,583 176,296
President of
Manufacturing

Thomas F. Mahoney 2008 148,136 37,335 - - - - 792 186,263
Senior Vice President 2007 150,000 41,994 - - - - 792 192,786
of Sales

Karl P. Hirschauer 2008 170,799 - - - - - 1,303 172,102
Senior Vice President 2007 166,000 - - - - - 1,374 167,374
of Engineering

Richard Brandt (2) 2008 300,000 - - - - - 51,503 351,503
Management Consultant 2007 300,000 - - - - - 51,413 351,413
----------------------------------------------------------------------------------------------------------------------

(1) See "All Other Compensation Table" below for further details.
(2) For Mr. R. Brandt reflects fees paid under a consulting agreement.

All Other Compensation Table

Director
and/or Total
Trustee Insurance All Other
Fees Premiums Other Compensation
Name Year ($) ($) ($) (1) ($)
-------------------------------------------------------------------------

Michael R. Mulcahy 2008 4,100 20,453 687 25,240
Angela D. Toppi 2008 500 2,565 - 3,065
Al L. Miller 2008 - 856 537 1,393
Thomas F. Mahoney 2008 - 792 - 792
Karl P. Hirschauer 2008 - 935 368 1,303
Richard Brandt 2008 4,100 38,100 9,303 51,503
-------------------------------------------------------------------------

(1) Other consists of personal use of company vehicle and for Mr. R. Brandt
includes a tax equalization payment.

Retirement Plan

The Corporation has elected to make a cash contribution of $695,000, which is
the minimum required contribution, to the Corporation's retirement plan for 2008
by October 15, 2009 for all eligible employees and the individuals listed in the
Summary Compensation Table, except for Mr. R. Brandt who previously received
his benefits and no longer participates.

The Corporation's retirement plan covers all salaried employees over age 21 with
at least one year of service who are not covered by a collective bargaining
agreement to which the Corporation is a party. The following table presents
estimated retirement benefits payable at normal retirement date, which normally
is age 65. The amounts shown include estimated Social Security benefits that
would be deducted in calculating benefits payable under such Plan.

Estimated Annual Retirement Benefits
Based on Credited Service Years
Final Average Salary for
Highest Five of the Ten
Years Preceding Retirement 10 20 30 35 40
-------------------------------------------------------------------------------

$100,000 $15,000 $30,000 $45,000 $ 52,500 $ 60,000
125,000 18,750 37,500 56,250 65,625 75,000
150,000 22,500 45,000 67,500 78,750 90,000
200,000 (1) 30,000 60,000 90,000 105,000 120,000 (2)
-------------------------------------------------------------------------------

(1) $245,000 is the legislated annual cap on compensation.
(2) $195,000 is the maximum legislated annual benefits payable from a qualified
pension plan.

As of January 1, 2009, Messrs. Hirschauer, Mahoney, Miller and Mulcahy and Ms.
Toppi had 23, 26, 35, 35 and 16 years of credited service, respectively. As of
December 31, 2003, the benefit service under the pension plan had been frozen,
and, accordingly, no further years of credited service have been allowed and as
of April 30, 2009, the benefit under the pension plan has been frozen, and,
accordingly, there is no further increase in benefit being accrued.

Director Compensation

Non-Employee Director Stock Option Plan: The Board of Directors has previously
established a Non-Employee Director Stock Option Plan, which as amended, covers
a maximum of 30,000 shares for grant. Options are for a period of six years
from date of grant, are granted at fair market value on date of grant, may be
exercised at any time after one year from date of grant while a director and are
based on years of service, with a minimum of 500 stock options for each
director, an additional 500 stock options based on five or more years of
service, another 500 stock options based on 10 or more years of service and an
additional 1,000 stock options based on 20 or more years of service. Additional
stock options are granted upon the expiration or exercise of any such option,
which is no earlier than four years after date of grant, in an amount equal to
such exercised or expired options.

Director Compensation Table

Director Medical
and/or Insurance Option
Trustee Fees Premiums Awards Total
Name Year ($) ($) ($)(1) ($)
---------------------------------------------------------------------

Matthew Brandt 2008 4,600 - - 4,600
Richard Brandt 2008 4,100 9,237 - 13,337
Thomas Brandt 2008 4,600 - - 4,600
Howard M. Brenner 2008 12,800 - 837 13,637
Jean Firstenberg 2008 16,100 - - 16,100
Gene Jankowski 2008 20,800 - - 20,800
Victor Liss 2008 9,500 4,619 2,512 16,631
Howard S. Modlin 2008 14,800 - 1,675 16,475
Michael R. Mulcahy 2008 4,100 - - 4,100
---------------------------------------------------------------------

(1) The options were granted pursuant to the Non-Employee
Director Stock Option Plan described above.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information as of April 29, 2009 (or such other
date specified) with respect to the beneficial ownership of the Corporation's
Class B Stock and Common Stock or shares acquirable within 60 days of such date
by (i) each person known by the Corporation to own more than 5% of the
Corporation's outstanding Class B Stock and/or Common Stock and who is deemed to
be such beneficial owner of the Corporation's Class B Stock and Common Stock
under Rule 13d-3(a)(ii); (ii) each person who is a director of the Corporation;
(iii) each named executive in the Summary Compensation Table; and (iv) all
persons as a group who are executive officers and directors of the Corporation,
and as to the percentage of outstanding shares held by them on that date.

Amount
Beneficially Percent Percent of
Name, Status and Mailing Address Title of Class Owned of Class All Classes
-----------------------------------------------------------------------------------------------------

5% Stockholders:
----------------

Richard Brandt Class B Stock 133,208 (1) 46.44% 5.77%
Chairman Emeritus of the Board of Common Stock 15,895 (1) * *
Directors, Consultant and beneficial
owner of more than 5% of the Corporation's
Class B Stock
26 Pearl Street
Norwalk, CT 06850

Matthew Brandt (2) Class B Stock 41,700 14.54% 1.81%
Director and beneficial owner of more than Common Stock 480 * *
5% of the Corporation's Class B Stock
26 Pearl Street
Norwalk, CT 06850

Thomas Brandt (2) Class B Stock 41,700 14.54% 1.81%
Director and beneficial owner of more than Common Stock 1,354 * *
5% of the Corporation's Class B Stock
26 Pearl Street
Norwalk, CT 06850

Gabelli Funds, LLC Common Stock 819,000 (3) 40.54% 35.50%
Beneficial owner of more than 5% of the
Corporation's Common Stock
One Corporate Center
Rye, NY 10580-1434

Non-Employee Directors:
-----------------------

Howard M. Brenner Common Stock 2,000 (4) * *
Jean Firstenberg Common Stock 1,920 (5) * *
Gene Jankowski Common Stock 4,000 (5) * *
Victor Liss Class B Stock 9,728 3.39% *
Common Stock 9,406 * *
Howard S. Modlin Class B Stock 8,751 (6) 3.05% *
Common Stock 1,500 (5) * *

Named Executive Officers:
-------------------------

Karl P. Hirschauer Common Stock 629 * *
Thomas F. Mahoney Common Stock 2,600 (7) * *
Al L. Miller Common Stock 611 * *
Michael R. Mulcahy Common Stock 8,303 (8) * *
Angela D. Toppi Common Stock 6,000 (8) * *
All directors and executive officers Class B Stock 235,087 (9) 81.96% 10.19%
as a group (13 persons) Common Stock 54,698 (9) 2.67% 2.34%
---------------------
8

* Represents less than 1% of total number of outstanding shares.

(1) The amount includes 4,232 shares of Class B Stock owned by Mrs. R. Brandt and 12,500 shares of
Common Stock acquirable upon exercise of stock options.

(2) Mr. M. Brandt and Mr. T. Brandt are Mr. R. Brandt's sons.

(3) Based on Schedule 13D, Amendment No. 64 dated April 21, 2009 by Mario J. Gabelli, GGCP, Inc.,
Gabelli Funds, LLC, Gamco Investors, Inc. and GAMCO Asset Management Inc., which companies are
parent holding companies and/or registered investment advisers. All securities are held as agent
for the account of various investment company fund accounts managed by such reporting person.
Except under certain conditions, Gabelli Funds, LLC has sole voting power and sole dispositive
power over such shares.

(4) The amount includes 1,000 shares of Common Stock acquirable upon exercise of stock options.

(5) The amount includes 1,500 shares of Common Stock acquirable upon exercise of stock options.

(6) The amount includes 5,939 shares of Class B Stock owned by Mr. Modlin's immediate family or held
in trust for Mr. Modlin's immediate family.

(7) The amount includes 2,500 shares of Common Stock acquirable upon exercise of stock options.

(8) The amount includes 5,000 shares of Common Stock acquirable upon exercise of stock options.

(9) The amount includes 10,171 shares of Class B Stock set forth in footnotes 1 and 6 above and
30,500 shares of Common Stock which members of the group have the right to acquire by exercise of
stock options (including director stock options).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Certain Transactions

During the year 2008, $300,000 in consulting fees for consulting services
rendered by Mr. R. Brandt was paid by the Corporation to Moving Images, LLC,
which is owned by members of his family, which includes Mr. M. Brandt and Mr.
T. Brandt, directors and former executive officers of the Corporation. During
the year 2008, $146,333 in fees for legal services rendered was paid by the
Corporation to the law firm of which Mr. Modlin, a director of the Corporation,
is the president.

Independence of Non-Employee Directors

A director is considered independent under NYSE Amex rules if the Board of
Directors determines that the director does not have any direct or indirect
material relationship with the Corporation. Mr. Mulcahy is an employee of the
Corporation, Messrs. M. Brandt and Mr. T. Brandt are recent employees of the
Corporation and Mr. R. Brandt is a consultant to the Corporation and, therefore,
have been determined by the Board to fall outside the definition of "independent
director." Messrs. Brenner, Jankowski, Liss and Modlin and Ms. Firstenberg are
non-employee Directors of the Corporation. Mr. Modlin is not considered
independent due to the legal services rendered by the law firm of which Mr.
Modlin is the president. The Board of Directors has determined that Messrs.
Brenner, Jankowski and Liss and Ms. Firstenberg are "independent directors"
within the meaning of the rules of the NYSE Amex, since they had no relationship
with the Corporation other than their status and payment as non-employee
Directors, and as stockholders. The Board of Directors has determined that
Messrs. Brenner and Jankowski and Ms. Firstenberg are independent under the
SEC's audit committee independence standards.

ITEM 14. PRINCIPAL ACCOUNTING FIRM FEES AND SERVICES

UHY LLP ("UHY") has served as our independent registered public accounting firm
since July 8, 2008, when the Audit Committee of the Corporation's Board of
Directors approved their engagement to audit the Corporation's financial
statements for the fiscal year ended December 31, 2008. The Audit Committee of
the Board of Directors has appointed UHY as our independent registered public
accounting firm for the year ending December 31, 2009.

The Audit Committee is not aware of any disagreements between management and our
current auditors, UHY, regarding accounting principles and their application or
otherwise.

Change in Auditors: On July 9, 2008, the Corporation, based on the Audit
Committee's recommendation and approval, dismissed Eisner LLP ("Eisner") as the
Corporation's independent registered public accounting firm. The Audit
Committee took this action after consultation with management to enable the
Corporation to obtain audit and related services at a lower annual cost.

Eisner reported on the Corporation's financial statements for the years ended
December 31, 2007 and 2006 and through the date of dismissal of Eisner. There
were no disagreements with Eisner an any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Eisner's satisfaction, would have caused them to make a
reference to the subject matter in conjunction with their report on the
Corporation's consolidated financial statements or such years; and there were no
reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

On July 8, 2008, the Audit Committee of the Corporation's Board of Directors
approved the engagement of UHY as its independent registered public accounting
firm to audit the Corporation's financial statements for the fiscal year ending
December 31, 2008.

During the years ended December 31, 2007 and 2006 and through the date of the
Audit Committee's decision, the Corporation did not consult UHY with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or type of audit opinion that might be rendered on the
Corporation's consolidated financial statements, or any other matter or
reportable events listed in Item 304 (a) (2) (i) and (ii) of Regulation S-K.

Through and as of April 29, 2009, UHY and UHY Advisors, Inc. ("Advisors"), as
separate legal entities, collectively provide attest, accounting, tax and
business consulting services through an alternative practice structure which is
necessitated by most State statutes that prohibit corporate ownership of firms
that provide attest services. UHY is a licensed CPA firm and provides attest
services only, whereas Advisors provides the other services. UHY leases
auditing staff who are full time, permanent employees of Advisors. UHY has only
a few full time employees; however, the Partners of UHY are also Managing
Directors of Advisors. While few of the audit services performed were provided
by permanent, full time employees of UHY, for the most part, the leased staff
are CPA qualified and satisfy the continuing education and other professional
requirements. UHY trains, manages and supervises the audit services and audit
staff, and is exclusively responsible for the opinion rendered in connection
with its examination. During 2008, Advisors did not provide any services to the
Corporation.

Audit Committee Pre-Approval of Independent Auditor Services: All audit
services provided by UHY for 2008 were approved by the Audit Committee in
advance of the work being performed.

Audit Fees: UHY audit fees were $246,000 in 2008. UHY audit fees include fees
associated with the annual audit of the Corporation's financial statements and
the reviews of the Corporation's second and third quarterly reports on Form
10-Q. Eisner audit fees were $52,000 in 2008 and $297,000 in 2007. Eisner
audit fees in 2008 include fees associated with the reviews of the Corporation's
annual report and the first quarterly report on Form 10-Q. Eisner audit fees in
2007 included fees associated with the annual audit of the Corporation's 2007
financial statements and the reviews of the Corporation's quarterly reports on
Form 10-Q.

Audit-Related Fees: UHY did not provide any audit-related services. $6,000 and
$5,000 was paid or accrued to Eisner in 2008 and 2007, respectively, for
assistance related to various financial reporting matters.

Tax Fees: Neither UHY or Eisner provided any tax services.

All Other Fees: Neither UHY or Eisner provided any non-audit services.

PART IV

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized:

TRANS-LUX CORPORATION

by: /s/ Angela D. Toppi
----------------------------
Angela D. Toppi
Executive Vice President and
Chief Financial Officer

Dated: April 30, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated:

/s/ Gene F. Jankowski April 30, 2009
----------------------------------------
Gene F. Jankowski, Chairman of the Board

/s/ Victor Liss April 30, 2009
----------------------------------------
Victor Liss, Vice Chairman of the Board

/s/ Matthew Brandt April 30, 2009
----------------------------------------
Matthew Brandt, Director

/s/ Richard Brandt April 30, 2009
----------------------------------------
Richard Brandt, Director

/s/ Thomas Brandt April 30, 2009
----------------------------------------
Thomas Brandt, Director

/s/ Howard M. Brenner April 30, 2009
----------------------------------------
Howard M. Brenner, Director

/s/ Jean Firstenberg April 30, 2009
----------------------------------------
Jean Firstenberg, Director

/s/ Howard S. Modlin April 30, 2009
----------------------------------------
Howard S. Modlin, Director

/s/ Michael R. Mulcahy April 30, 2009
----------------------------------------
Michael R. Mulcahy, President, Chief
Executive Officer and Director