sec document
As filed with the Securities and Exchange Commission on August 16, 2005
Registration No. 333-126335
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------
AMENDMENT NO. 1 TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
LYNCH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Indiana 38-1799862
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
140 GREENWICH AVENUE, 4TH FLOOR
GREENWICH, CONNECTICUT 06830
(203) 622-1150
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
-----------------------------
JOHN C. FERRARA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LYNCH CORPORATION
140 GREENWICH AVENUE, 4TH FLOOR
GREENWICH, CONNECTICUT 06830
(203) 622-1150
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
-----------------------------
Copy to:
DAVID J. ADLER, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
(212) 451-2300
-----------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box. |X|
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| ___________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| ___________
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| ___________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Common Shares,
$0.01 par value per 549,945 $8.12 $4,465,534.40 $525.60(3)
share common shares
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Subscription Rights to
purchase Common 1,649,834 - - -
Shares(4) subscription rights
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(1) In the event of a share split, share dividend or similar transaction
involving the common shares, the common shares registered hereby will
automatically be increased pursuant to Rule 416 of the Securities Act of
1933, as amended, to cover the additional common shares required to
prevent dilution.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
based upon the average of the high and low prices of the Registrant's
common shares on the American Stock Exchange on June 30, 2005.
(3) The registration fee was previously paid with the filing on July 1, 2005.
(4) Under Rule 457(g) of the Securities Act of 1933, as amended, no separate
registration fee is required for the rights as they are being registered
in the same registration statement as the common shares underlying such
rights.
-----------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
-----------------------------------
The information in this prospectus is not complete and may be changed. The
selling shareholder may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
Subject to Completion, dated August 16, 2005
PROSPECTUS
LYNCH CORPORATION
539,176 COMMON SHARES
1,617,526 SUBSCRIPTION RIGHTS
We are offering at no cost to you, as a holder of our common shares,
transferable rights to purchase our common shares. If you own common shares on
________, 2005, the record date, you will be entitled to receive one right per
share. Every three such rights will entitle you to subscribe for one common
share. The subscription price will be $_______ per whole share. Each right will
also carry with it an oversubscription privilege to subscribe for additional
common shares that are not purchased by other holders of rights. The rights will
be evidenced by Subscription Certificates and will expire at _______ p.m. New
York City time on _________, 2005, unless extended for up to 15 days.
Our common shares are traded on the American Stock Exchange under
the symbol "LGL."
Our principal executive offices are located at 140 Greenwich Avenue,
4th Floor, Greenwich, Connecticut 06830. Our telephone number is (203) 622-1150.
AN INVESTMENT IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
-----------------
PROCEEDS TO LYNCH
PRICE PER SHARE CORPORATION
--------------------------------------------------------------------------------
Offering Price to
Shareholders $_____________ $_____________ (1)
--------------------------------------------------------------------------------
(1) Before deduction of estimated expenses of $__________, including legal and
accounting fees, printing expenses and other miscellaneous fees and
expenses.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _________, 2005.
TABLE OF CONTENTS
Prospectus Summary.............................................................1
Risk Factors...................................................................4
Special Note Regarding Forward-Looking Statements.............................15
Description of Securities to Be Registered....................................16
Use of Proceeds...............................................................16
The Rights Offering...........................................................17
Material United States Federal Income Tax Consequences........................27
Plan of Distribution..........................................................28
Legal Matters.................................................................30
Experts.......................................................................30
Information with Respect to the Registrant....................................30
Where You Can Find More Information...........................................30
Incorporation by Reference....................................................31
PROSPECTUS SUMMARY
This summary highlights important features of this offering and the
information included or incorporated by reference in this prospectus. This
summary does not contain all of the information that you should consider before
investing in our common shares. You should read the entire prospectus carefully,
especially the risks of investing in our common shares discussed under "Risk
Factors."
Unless the context otherwise requires, all references to "Lynch,"
"we," "us," or "our" in this prospectus refer collectively to Lynch Corporation,
an Indiana corporation, and its subsidiaries.
THE COMPANY
We are a diversified holding company with subsidiaries engaged in
manufacturing. Our business development strategy is to expand our existing
operations through internal growth and acquisitions. We may also, from time to
time, consider the acquisition of other assets or businesses that are not
related to our present businesses and the strategic disposition of certain
assets.
M-TRON INDUSTRIES, INC./PIEZO TECHNOLOGY, INC.
Mtron designs, manufactures and markets custom designed electronic
components used primarily to control the frequency or timing of electronic
signals in communications equipment. Its devices, which are commonly called
frequency control devices, crystals or oscillators, support fixed and mobile
wireless, copper wire, coaxial cable, wide area networks, local area networks
and fiber optic systems. It sells its products to original equipment
manufacturers, contract manufacturers and to distributors.
On October 15, 2004, Mtron completed its acquisition of all the
issued and outstanding common shares of Piezo. Piezo is a wholly-owned
subsidiary of Mtron that designs, manufactures and markets frequency control
devices, crystal resonators, crystal oscillators, timing devices, filters,
crystal filters, liquid crystal filters and related products and technologies.
The combined operations of Mtron and PTI are referred to herein as "MtronPTI."
LYNCH SYSTEMS, INC.
Lynch Systems designs, develops, manufactures and markets a broad
range of manufacturing equipment for the electronic display and consumer glass
industries. Lynch Systems also produces replacement parts for various types of
packaging and glass container-making machines, which Lynch Systems does not
manufacture.
THE RIGHTS OFFERING
Basic Subscription
Privilege....................We will distribute to the holders of record of our
common shares at the close of business on
___________, 2005, at no charge, one transferable
subscription right for each common share owned.
Every three such rights will entitle the holder to
subscribe for one common share.
Oversubscription Privilege....Each subscription right will also include an
oversubscription privilege to purchase additional
common shares that are not purchased by other
rights holders through their basic subscription
privileges.
You will be entitled to exercise your
oversubscription privilege only if you exercise
your basic subscription privilege in full. If the
number of common shares remaining after the
exercise of all basic subscription privileges is
not sufficient to satisfy all requests for common
shares pursuant to oversubscription privileges,
you will be allocated additional common shares pro
rata, based on the number of common shares you
purchased through the basic subscription privilege
in proportion to the total number of common shares
that you and other oversubscribing shareholders
purchased through the basic subscription
privilege.
Subscription Price............$______ in cash per share
Common Shares
Outstanding
after Rights
Offering.....................Assuming that all rights are exercised, including
those that may be exercised as a result of the
oversubscription privilege, an aggregate of
approximately 539,176 common shares will be sold.
Transferability of Rights.....The rights are transferable until the last
business day prior to the expiration date and are
expected to be authorized for trading on the
American Stock Exchange. A business day is a day
on which trading occurs on the American Stock
Exchange. Trading of the rights will be conducted
on a regular-way basis from ________, 2005 through
the last business day prior to the expiration
date. Any commissions in connection with the sale
of rights will be paid by the selling rights
holder. We cannot assure you that a market for the
rights will develop, or the prices at which rights
may be sold if a market does develop.
Record Date...................______________, 2005.
2
Expiration Time..............._________, 2005, at 5:00 p.m., New York City time,
unless extended for up to 15 days.
Procedure for Exercising
Rights.......................If you want to exercise rights you must properly
complete and sign the Subscription Certificate
evidencing the rights and forward the Subscription
Certificate, with full payment, to the
subscription agent at or prior to the expiration
time.
YOU MAY NOT REVOKE AN EXERCISE OF RIGHTS UNLESS WE
MAKE A SIGNIFICANT AMENDMENT TO THE TERMS OF THE
OFFERING AFTER YOU HAVE EXERCISED.
Issuance of Common
Shares.......................We will deliver to you certificates representing
common shares purchased upon exercise of the basic
subscription and oversubscription privileges as
soon as practicable after the expiration date,
anticipated to be approximately seven to 10
business days after the expiration date.
Use of Proceeds...............The net cash proceeds from the sale of the common
shares offered hereby, after payment of fees and
expenses, is anticipated to be approximately
$__________. We expect that such net proceeds will
be used for general corporate purposes, working
capital and to make acquisitions, although the
Company has not identified any specific
acquisitions at this time.
Risk Factors..................There are substantial risks in connection with
this offering that should be considered by you.
See "Risk Factors."
Amendment, Extension or
Termination Rights
Offering.....................We reserve the right, in our sole discretion, to:
(a) amend or modify the terms of this rights
offering; (b) extend the expiration time to a
later date, but in no event for more than 15
additional days; and (c) terminate the rights
offering at any time for any reason.
Intentions of the
Company's officers,
directors and principal
shareholders.................Our officers, directors and certain of their
affiliates have advised us that they expect to
exercise the basic subscription privilege under
their rights and may exercise their
oversubscription privilege.
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RISK FACTORS
AN INVESTMENT IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. THE FOLLOWING
RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO THE OTHER INFORMATION
IN THIS PROSPECTUS, INCLUDING THE INFORMATION UNDER "SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS," BEFORE MAKING AN INVESTMENT IN OUR COMMON SHARES.
RISKS RELATING TO THIS OFFERING
THE SUBSCRIPTION PRICE IS NOT AN INDICATION OF THE VALUE OF OUR COMMON SHARES
AND YOU MAY NOT BE ABLE TO SELL COMMON SHARES PURCHASED UPON THE EXERCISE OF
YOUR SUBSCRIPTION RIGHTS AT A PRICE EQUAL TO OR GREATER THAN THE SUBSCRIPTION
PRICE.
The subscription price per common share does not necessarily bear
any relationship to the book value per share of our assets, operations, cash
flows, earnings, financial condition or any other established criteria for
value. As a result, you should not consider the subscription price as an
indication of the current value of our common shares. We cannot assure you that
you will be able to sell common shares purchased in this offering at a price
equal to or greater than the subscription price.
THIS OFFERING MAY CAUSE THE PRICE OF OUR COMMON SHARES TO DECREASE IMMEDIATELY,
AND THIS DECREASE MAY CONTINUE.
The subscription price per share represents a discount of ____% from
[the closing sale price of our common shares on _____ __, 2005] [the average of
the closing sales prices of our common shares over the ___-trading day period
ending ______ __, 2005]. This discount, along with the number of common shares
we propose to issue and ultimately will issue if this offering is completed, may
result in an immediate decrease in the market value of our common shares. This
decrease may continue after the completion of this offering.
YOU MAY SUFFER DILUTION OF YOUR PERCENTAGE OWNERSHIP OF OUR COMMON SHARES.
If you do not exercise your subscription rights and common shares
are purchased by other shareholders in this offering, your proportionate voting
and ownership interest will be reduced and the percentage that your original
common shares represents of our expanded equity after exercise of the
subscription rights will be diluted. For example, if you own 5,000 common shares
before this offering, or approximately 0.3% of our outstanding common shares,
and you exercise none of your subscription rights while all other subscription
rights are exercised by other shareholders, then your percentage ownership would
be reduced to approximately 0.2%. The magnitude of the reduction of your
percentage ownership will depend upon the number of common shares you hold and
the extent to which you exercise your subscription rights.
ONCE YOU EXERCISE YOUR SUBSCRIPTION RIGHTS, YOU MAY NOT REVOKE SUCH EXERCISE
EVEN IF THERE IS A DECLINE IN THE PRICE OF OUR COMMON SHARES OR IF WE DECIDE TO
EXTEND THE EXPIRATION DATE OF THE SUBSCRIPTION PERIOD.
The public trading market price of our common shares may decline
after you elect to exercise your subscription rights. If that occurs, you will
have committed to buy our common shares at a price above the prevailing market
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price and you will have an immediate unrealized loss. We may also, in our sole
discretion, extend the expiration date of the subscription period, but in no
event beyond an additional 15 days. During any potential extension of time, the
value of our common shares may decline below the subscription price and result
in a loss on your investment upon the exercise of rights to acquire our common
shares. If the expiration date is extended after you send in your subscription
forms and payment, you still may not revoke or change your exercise of rights.
Moreover, we cannot assure you that following the exercise of subscription
rights you will be able to sell your common shares at a price equal to or
greater than the subscription price.
YOU WILL NOT RECEIVE INTEREST ON SUBSCRIPTION FUNDS RETURNED TO YOU.
If we cancel this offering or if we are not able to fulfill your
full oversubscription, we will not have any obligation with respect to the
subscription rights except to return to you, without interest, any subscription
payments and/or oversubscription payments you made that were not used to
purchase common shares.
YOU NEED TO ACT PROMPTLY AND FOLLOW SUBSCRIPTION INSTRUCTIONS, OTHERWISE YOUR
SUBSCRIPTION MAY BE REJECTED.
Shareholders who desire to purchase common shares in this offering
must act promptly to ensure that all required forms and payments are actually
received by the subscription agent prior to 5:00 p.m., New York City time, on
the expiration date. If you fail to complete and sign the required subscription
forms, send an incorrect payment amount, or otherwise fail to follow the
subscription procedures that apply to your desired transaction, the subscription
agent may, depending on the circumstances, reject your subscription or accept it
to the extent of the payment received. Neither we nor our subscription agent
undertakes to contact you concerning, or attempt to correct, an incomplete or
incorrect subscription form or payment. We have the sole discretion to determine
whether a subscription exercise properly follows the subscription procedures.
YOU MAY NOT RECEIVE ALL OF THE COMMON SHARES FOR WHICH YOU OVERSUBSCRIBE.
If an insufficient number of common shares is available to fully
satisfy all oversubscription privilege requests, the available common shares
will be distributed proportionately among rights holders who exercised their
oversubscription privilege based on the number of common shares each rights
holder subscribed for under the basic subscription privilege.
YOU MAY NOT WANT TO EXERCISE YOUR RIGHTS AS THE PROCEEDS OF THIS OFFERING MAY BE
USED TO MAKE ACQUISITIONS THAT YOU MAY NOT HAVE THE OPPORTUNITY TO APPROVE.
We expect that the net cash proceeds from this offering will be used
for general corporate purposes, working capital and to make acquisitions,
although we have not identified any specific acquisitions at this time. If you
exercise your rights, you may not have an opportunity to evaluate the specific
merits or risks of any potential future acquisitions. As a result, you may be
5
entirely dependent on the broad discretion and judgment of management in the
selection of potential future acquisitions.
NEITHER WE, NOR THE SUBSCRIPTION AGENT, WILL HAVE ANY OBLIGATION TO YOU IF THIS
OFFERING IS CANCELED, OTHER THAN TO REFUND YOUR SUBSCRIPTION PAYMENTS.
Neither we, nor the subscription agent, will have any obligation to
you if this offering is canceled, other than to refund your subscription
payments, without interest.
RISKS RELATING TO OUR BUSINESS
WE HAVE INCURRED OPERATING LOSSES FOR THE PAST THREE YEARS AND FACE UNCERTAINTY
IN OUR ABILITY TO ACHIEVE OPERATING PROFITS IN THE FUTURE.
We have incurred substantial operating losses for the past three
years. Without giving effect to gains realized from the deconsolidation in 2002
of one of our holdings, we suffered operating losses of $2.9 million, $832,000
and $3.3 million in 2004, 2003 and 2002, respectively. We are uncertain whether
we will be able to achieve or sustain operating profits in the future.
IF WE ARE UNABLE TO SECURE NECESSARY FINANCING, WE MAY NOT BE ABLE TO FUND OUR
OPERATIONS OR STRATEGIC GROWTH.
In order to achieve our strategic business objectives, we will be
required to seek additional financing. Lynch Systems' credit facility with
SunTrust Bank, which was to have expired by its terms on May 31, 2005, has been
extended to August 31, 2005. Lynch Systems is currently in discussions with
other banks to obtain financing to replace this facility, however, there can be
no assurances that the Company will be able to obtain new financing on
acceptable terms, or at all. MtronPTI's bridge loan from First National Bank of
Omaha is scheduled to mature on October 14, 2005. MtronPTI is in discussions to
refinance this bridge loan, however, there can be no assurances that the Company
will be able to do so. MtronPTI's revolving credit facility from First National
Bank of Omaha is scheduled to mature on May 31, 2006. Venator Merchant Fund,
L.P.'s loan to the Company is due on September 11, 2005, or within seven days,
after demand.
Under our existing credit facilities, we are required to obtain the
lenders' consent for most additional debt financing and to comply with other
covenants, including specific financial ratios. For example, we may require
further capital to continue to develop our technology and infrastructure and for
working capital purposes. In addition, future acquisitions would likely require
additional equity and/or debt financing. Our failure to secure additional
financing could have a material adverse effect on our continued development or
growth.
AS A HOLDING COMPANY, WE DEPEND ON THE OPERATIONS OF OUR SUBSIDIARIES TO MEET
OUR OBLIGATIONS.
We are a holding company that transacts all of our business through
operating subsidiaries. Our primary assets are the common shares of our
operating subsidiaries. Our ability to meet our operating requirements and to
make other payments depends on the surplus and earnings of our subsidiaries and
6
their ability to pay dividends or to advance or repay funds. Payments of
dividends and advances and repayments of inter-company debt by our subsidiaries
are restricted by our credit agreements.
WE MAY MAKE ACQUISITIONS THAT ARE NOT SUCCESSFUL OR FAIL TO PROPERLY INTEGRATE
ACQUIRED BUSINESSES INTO OUR OPERATIONS.
We intend to explore opportunities to buy other businesses or
technologies that could complement, enhance or expand our current business or
product lines or that might otherwise offer us growth opportunities. We may have
difficulty finding such opportunities or, if we do identify such opportunities,
we may not be able to complete such transactions for reasons including a failure
to secure necessary financing.
Any transactions that we are able to identify and complete may
involve a number of risks, including:
o the diversion of our management's attention from our existing
business to integrate the operations and personnel of the
acquired or combined business or joint venture;
o possible adverse effects on our operating results during the
integration process;
o substantial acquisition related expenses, which would reduce our
net income in future years;
o the loss of key employees and customers as a result of changes in
management; and
o our possible inability to achieve the intended objectives of the
transaction.
In addition, we may not be able to successfully or profitably
integrate, operate, maintain and manage our newly acquired operations or
employees. We may not be able to maintain uniform standards, controls,
procedures and policies, and this may lead to operational inefficiencies.
PROVISIONS IN OUR CHARTER DOCUMENTS AND UNDER INDIANA LAW MAY PREVENT OR DELAY A
CHANGE OF CONTROL OF US AND COULD ALSO LIMIT THE MARKET PRICE OF OUR COMMON
SHARES.
Provisions of our certificate of incorporation and bylaws, as well
as provisions of Indiana corporate law, may discourage, delay or prevent a
merger, acquisition or other change in control of our company, even if such a
change in control would be beneficial to our shareholders. These provisions may
also prevent or frustrate attempts by our shareholders to replace or remove our
management. These provisions include those:
o prohibiting our shareholders from fixing the number of our
directors;
o requiring advance notice for shareholder proposals and
nominations; and
o prohibiting shareholders from acting by written consent, unless
unanimous.
We are subject to certain provisions of the Indiana Business
Corporation Law, or IBCL, that limit business combination transactions with 10%
shareholders during the first five years of their ownership, absent approval of
our board of directors. The IBCL also contains control share acquisition
provisions that limit the ability of certain shareholders to vote their common
shares unless their control share acquisition was approved in advance by
shareholders. These provisions and other similar provisions make it more
7
difficult for shareholders or potential acquirers to acquire us without
negotiation and could limit the price that investors are willing to pay in the
future for our common shares.
COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE WILL REQUIRE US EITHER TO INCUR ADDITIONAL EXPENSES OR CEASE TO BE A
REPORTING COMPANY.
Keeping abreast of, and in compliance with, changing laws,
regulations and standards relating to corporate governance and public
disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and
American Stock Exchange rules, will require an increased amount of management
attention and external resources. We would be required to invest additional
resources to comply with evolving standards, which would result in increased
general and administrative expenses and a diversion of management time and
attention from revenue-generating activities to compliance activities.
Our Board of Directors may determine that it is in the best
interests of shareholders to eliminate or reduce such expense by ceasing to be a
reporting company for purposes of the Securities Exchange Act of 1934, as
amended. One commonly used method, subject to shareholder approval, is to effect
a reverse share split to reduce the number of shareholders to fewer than 300,
permitting termination of registration. Under this method, shareholders who own
less than one whole common share following the reverse split would cease to be
shareholders and would receive a cash payment for their fractional shares. After
a reverse split, there might be no established trading market for our common
shares, although we expect that our common shares may then be quoted on the
"pink sheets."
WE MAY BE EXPOSED TO LIABILITY AS A RESULT OF BEING NAMED AS A DEFENDANT IN A
LAWSUIT BROUGHT UNDER THE SO-CALLED "QUI TAM" PROVISIONS OF THE FEDERAL FALSE
CLAIMS ACT.
The Company, Lynch Interactive Corporation, which was formed via a
tax-free spin-off from Lynch Corporation on September 1, 1999 ("Lynch
Interactive"), and various other parties are defendants in a lawsuit brought
under the so-called "qui tam" provisions of the federal False Claims Act in the
United States District Court for the District of Columbia. The main allegation
in the case is that the defendants participated in the creation of "sham"
bidding entities that allegedly defrauded the U.S. Treasury Department by
improperly participating in Federal Communications Commission spectrum auctions
restricted to small businesses, and obtained bidding credits in other spectrum
auctions allocated to "small" and "very small" businesses. While the lawsuit
seeks to recover an unspecified amount of damages, which would be subject to
mandatory trebling under the statute, a report prepared for the relator (a
private individual who filed the action on behalf of the United States) in 2005
alleges damages of approximately $91 million in respect of bidding credits,
approximately $70 million in respect of government loans and approximately $206
million in respect of subsequent resales of licenses, in each case prior to
trebling. Although Lynch Interactive is contractually bound to indemnify us for
any losses or damages we may incur as a result of this lawsuit, Lynch
Interactive may lack the capital resources to do so. As a result, we could be
held liable and forced to pay a significant amount of damages without recourse.
8
WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON SHARES IN THE
FORESEEABLE FUTURE.
We anticipate that all of our earnings will be retained for the
development of our business. The Board of Directors has adopted a policy of not
paying cash dividends on our common shares. We do not anticipate paying cash
dividends on our common shares in the foreseeable future.
THERE IS A LIMITED MARKET FOR OUR COMMON SHARES. OUR COMMON SHARE PRICE IS
LIKELY TO BE HIGHLY VOLATILE AND COULD DROP UNEXPECTEDLY.
There is a limited public market for our common shares, and we
cannot assure you that an active trading market will develop. As a result of low
trading volume in our common shares, the purchase or sale of a relatively small
number of common shares could result in significant share price fluctuations.
Our share price may fluctuate significantly in response to a number of factors,
including the following, several of which are beyond our control:
o changes in financial estimates or investment recommendations by
securities analysts relating to our common shares;
o loss of a major customer;
o announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments; and
o changes in key personnel.
In the past, securities class action litigation has often been
brought against a company following periods of volatility in the market price of
its securities. We could be the target of similar litigation in the future.
Securities litigation, regardless of merit or ultimate outcome, would likely
cause us to incur substantial costs, divert management's attention and
resources, harm our reputation in the industry and the securities markets and
reduce our profitability.
SECURITIES ANALYSTS MAY NOT INITIATE COVERAGE OF OUR COMMON SHARES OR MAY ISSUE
NEGATIVE REPORTS, AND THIS MAY HAVE A NEGATIVE IMPACT ON THE MARKET PRICE OF OUR
COMMON SHARES.
We cannot assure you that securities analysts will initiate coverage
and publish research reports on us. It is difficult for companies with smaller
market capitalizations, such as us, to attract independent financial analysts
who will cover our common shares. If securities analysts do not, this lack of
research coverage may adversely affect the market price of our common shares.
IF WE ARE UNABLE TO INTRODUCE INNOVATIVE PRODUCTS, DEMAND FOR OUR PRODUCTS MAY
DECREASE.
Our future operating results are dependent on our ability to
continually develop, introduce and market innovative products, to modify
existing products, to respond to technological change and to customize some of
our products to meet customer requirements. There are numerous risks inherent in
this process, including the risks that we will be unable to anticipate the
direction of technological change or that we will be unable to develop and
market new products and applications in a timely or cost-effective manner to
satisfy customer demand.
9
OUR OPERATING RESULTS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY
AFFECTED BY ECONOMIC, POLITICAL, HEALTH, REGULATORY AND OTHER FACTORS EXISTING
IN FOREIGN COUNTRIES IN WHICH WE OPERATE.
As we have significant international operations, our operating
results and financial condition could be materially adversely affected by
economic, political, health, regulatory and other factors existing in foreign
countries in which we operate. Our international operations are subject to
inherent risks, which may materially adversely affect us, including:
o political and economic instability in countries in which our
products are manufactured and sold;
o expropriation or the imposition of government controls;
o sanctions or restrictions on trade imposed by the United States
government;
o export license requirements;
o trade restrictions;
o currency controls or fluctuations in exchange rates;
o high levels of inflation or deflation;
o greater difficulty in collecting our accounts receivable and
longer payment cycles;
o changes in labor conditions and difficulties in staffing and
managing our international operations; and
o limitations on insurance coverage against geopolitical risks,
natural disasters and business operations.
In addition, these same factors may also place us at a competitive
disadvantage when compared to some of our foreign competitors. In response to
competitive pressures and customer requirements, we may further expand
internationally at lower cost locations. If we expand into these locations, we
will be required to incur additional capital expenditures.
OUR BUSINESSES ARE CYCLICAL. THE RECENT DECLINE IN DEMAND IN THE ELECTRONIC
COMPONENT AND GLASS COMPONENT INDUSTRIES MAY CONTINUE, RESULTING IN ADDITIONAL
ORDER CANCELLATIONS AND DEFERRALS AND LOWER AVERAGE SELLING PRICES FOR OUR
PRODUCTS.
Our subsidiaries sell to industries that are subject to cyclical
economic changes. The electronic component and glass component industries in
general, and specifically the Company, have for the past several years
experienced a decline in product demand on a global basis, resulting in order
cancellations and deferrals and lower average selling prices. This decline is
primarily attributable to a slowing of growth in the demand for components used
by telecommunications infrastructure manufacturers and newer technologies
introduced in the glass display industry. We cannot assure you that any expected
or perceived improvements in the economy and the electronic component and glass
component industry will occur. The slowdown may continue and may become more
pronounced. A slowdown in demand, as well as recessionary trends in the global
economy, make it more difficult for us to predict our future sales, which also
makes it more difficult to manage our operations.
10
OUR MARKETS ARE HIGHLY COMPETITIVE, AND WE MAY LOSE BUSINESS TO LARGER AND
BETTER-FINANCED COMPETITORS.
Our markets are highly competitive worldwide, with low
transportation costs and few import barriers. We compete principally on the
basis of product quality and reliability, availability, customer service,
technological innovation, timely delivery and price. All of the industries in
which we compete have become increasingly concentrated and globalized in recent
years. Our major competitors, some of which are larger than us, and potential
competitors have substantially greater financial resources and more extensive
engineering, manufacturing, marketing and customer support capabilities than we
have.
OUR SUCCESS DEPENDS ON OUR ABILITY TO RETAIN OUR KEY MANAGEMENT AND TECHNICAL
PERSONNEL AND ATTRACTING, RETAINING, AND TRAINING NEW TECHNICAL PERSONNEL.
Our future growth and success will depend in large part upon our
ability to retain our existing management and technical team and to recruit and
retain highly skilled technical personnel, including engineers. The labor
markets in which we operate are highly competitive and most of our operations
are not located in highly populated areas. As a result, we may not be able to
retain and recruit key personnel. Our failure to hire, retain or adequately
train key personnel could have a negative impact on our performance.
WE MAY NOT REALIZE THE SYNERGIES OR ACHIEVE THE INTENDED OBJECTIVES SOUGHT FROM
MTRON'S ACQUISITION OF PTI.
Effective September 30, 2004, Mtron completed its acquisition of
PTI. The value of this acquisition is largely based on the synergies that we
believe will be created by the integration of these two companies. This process
involves a number of risks, including the diversion of our management's
attention from our existing business to integrate PTI's operations and
personnel, and possible adverse effects on our operating results during the
integration process. In addition, we may be unable to integrate, operate,
maintain and manage PTI's operations or employees. We also may not be able to
maintain uniform standards, controls, procedures and policies, and this may lead
to operational inefficiencies.
MTRONPTI'S BACKLOG MAY NOT BE INDICATIVE OF FUTURE SALES AND MAY ADVERSELY
AFFECT OUR BUSINESS.
MtronPTI's backlog comprises orders that are subject to specific
production release orders under written contracts, oral and written orders from
customers with which MtronPTI has had long-standing relationships and written
purchase orders from sales representatives. MtronPTI's customers may order
components from multiple sources to ensure timely delivery when backlog is
particularly long and may cancel or defer orders without significant penalty.
They often cancel orders when business is weak and inventories are excessive, a
phenomenon that MtronPTI has experienced in the recent economic slowdown. As a
result, MtronPTI's backlog as of any particular date may not be representative
of actual net sales for any succeeding period.
11
MTRONPTI RELIES UPON ONE CONTRACT MANUFACTURER FOR A SIGNIFICANT PORTION OF ITS
FINISHED PRODUCTS, AND A DISRUPTION IN ITS RELATIONSHIP COULD HAVE A NEGATIVE
IMPACT ON MTRONPTI'S SALES.
In 2004, approximately 12% of MtronPTI's net sales was attributable
to finished products that were manufactured by an independent contract
manufacturer located in both Korea and China. We expect this manufacturer to
account for a smaller but substantial portion of MtronPTI's net sales in 2005
and a material portion of MtronPTI's sales for the next several years. MtronPTI
does not have a written, long-term supply contract with this manufacturer. If
this manufacturer becomes unable to provide products in the quantities needed,
or at acceptable prices, MtronPTI would have to identify and qualify acceptable
replacement manufacturers or manufacture the products internally. Due to
specific product knowledge and process capability, MtronPTI could encounter
difficulties in locating, qualifying and entering into arrangements with
replacement manufacturers. As a result, a reduction in the production capability
or financial viability of this manufacturer, or a termination of, or significant
interruption in, MtronPTI's relationship with this manufacturer, may adversely
affect MtronPTI's results of operations and our financial condition.
CONTINUED MARKET ACCEPTANCE OF MTRONPTI'S PACKAGED QUARTZ CRYSTALS, OSCILLATOR
MODULES AND ELECTRONIC FILTERS IS CRITICAL TO OUR SUCCESS, BECAUSE FREQUENCY
CONTROL DEVICES ACCOUNT FOR NEARLY ALL OF MTRONPTI'S SALES.
Virtually all of MtronPTI's 2003 and 2004 net sales came from sales
of frequency control devices, which consist of packaged quartz crystals,
oscillator modules and electronic filters. We expect that this product line will
continue to account for substantially all of MtronPTI's net sales for the
foreseeable future. Any decline in demand for this product line or failure to
achieve continued market acceptance of existing and new versions of this product
line may harm MtronPTI's business and our financial condition.
MTRONPTI'S FUTURE RATE OF GROWTH IS HIGHLY DEPENDENT ON THE DEVELOPMENT AND
GROWTH OF THE MARKET FOR COMMUNICATIONS AND NETWORK EQUIPMENT.
MtronPTI's business depends heavily upon capital expenditures by the
providers of communications and network services. In 2004, the majority of
MtronPTI's net sales were to manufacturers of communications and network
infrastructure equipment, including indirect sales through distributors and
contract manufacturers. In 2005, MtronPTI expects a smaller but significant
portion of its net sales to be to manufacturers of communications and network
infrastructure equipment. MtronPTI intends to increase its sales to
communications and network infrastructure equipment manufacturers in the future.
Communications and network service providers have experienced periods of
capacity shortage and periods of excess capacity. In periods of excess capacity,
communications systems and network operators cut purchases of capital equipment,
including equipment that incorporates MtronPTI's products. A slowdown in the
manufacture and purchase of communications and network infrastructure equipment
could substantially reduce MtronPTI's net sales and operating results and
adversely affect our financial condition. Moreover, if the market for
communications or network infrastructure equipment fails to grow as expected,
MtronPTI may be unable to sustain its growth. In addition, MtronPTI's growth
depends upon the acceptance of its products by communications and network
12
infrastructure equipment manufacturers. If, for any reason, these manufacturers
do not find MtronPTI's products to be appropriate for their use, our future
growth will be adversely affected.
COMMUNICATIONS AND NETWORK INFRASTRUCTURE EQUIPMENT MANUFACTURERS INCREASINGLY
RELY UPON CONTRACT MANUFACTURERS, THEREBY DIMINISHING MTRONPTI'S ABILITY TO SELL
ITS PRODUCTS DIRECTLY TO THOSE EQUIPMENT MANUFACTURERS.
There is a growing trend among communications and network
infrastructure equipment manufacturers to outsource the manufacturing of their
equipment or components. As a result, MtronPTI's ability to persuade these
original equipment manufacturers to specify our products has been reduced and,
in the absence of a manufacturer's specification of MtronPTI's products, the
prices that MtronPTI can charge for them may be subject to greater competition.
MTRONPTI'S GOVERNMENT CONTRACTS CONTAIN PROVISIONS THAT ARE UNFAVORABLE TO IT
AND HAVE A NUMBER OF SPECIFIC RISKS THAT MAY RESULT IN LOST ORDERS AND PROFITS.
Many of MtronPTI's contracts with government agencies contain
provisions that give the governments rights and remedies not typically found in
private commercial contracts, including provisions enabling the government to:
o terminate or cancel existing contracts without good reason or
penalty;
o suspend MtronPTI from doing business with a foreign government or
prevent MtronPTI from selling its products in certain countries;
o audit and object to MtronPTI's contract-related costs and
expenses, including allocated indirect costs; and
o change specific terms and conditions in MtronPTI's contracts,
including changes that would reduce the value of the contract to
MtronPTI.
MtronPTI's business generated from government contracts could be
materially and adversely affected if:
o MtronPTI's reputation or relationship with government agencies
were impaired;
o MtronPTI were suspended or otherwise prohibited from contracting
with a domestic or foreign government;
o any of MtronPTI's products were to fail to meet the requirements
of certain applicable specified military standards;
o levels of government spending were to decrease;
o MtronPTI were barred from entering into new government contracts
or extending existing government contracts based on violations or
suspected violations of laws or regulations; or
o MtronPTI were not granted security clearances required to provide
its services and solutions to governments, or such security
clearances were revoked.
13
FUTURE CHANGES IN MTRONPTI'S ENVIRONMENTAL LIABILITY AND COMPLIANCE OBLIGATIONS
MAY INCREASE COSTS AND DECREASE PROFITABILITY.
MtronPTI's manufacturing operations, products and/or product
packaging are subject to environmental laws and regulations governing air
emissions, wastewater discharges, and the handling, disposal and remediation of
hazardous substances, wastes and other chemicals. In addition, more stringent
environmental regulations may be enacted in the future, and we cannot presently
determine the modifications, if any, in MtronPTI's operations that any future
regulations might require, or the cost of compliance that would be associated
with these regulations.
MTRONPTI MAY BE UNABLE TO MODIFY ITS PRODUCTS OR MAY INCUR INCREASED COSTS TO
MEET THE REQUIREMENTS OF THE EUROPEAN UNION'S RESTRICTION ON HAZARDOUS
SUBSTANCES DIRECTIVE.
MtronPTI may be unable to modify its products or may incur increased
costs to meet the requirements of the European Union's Restriction on Hazardous
Substances Directive. If MtronPTI is unable to comply with these regulations, it
may not be permitted to ship its products to the European Union.
LYNCH SYSTEMS' REVENUE IS LARGELY DEPENDENT ON DEMAND FOR ITS TELEVISIONS AND
COMPUTER MONITORS BASED ON CATHODE-RAY TUBE TECHNOLOGY. THIS TECHNOLOGY WILL
EVENTUALLY BE REPLACED BY PLASMA AND LIQUID CRYSTAL DISPLAYS.
Lynch Systems generates a significant portion of its revenue from
sales to glass producers that supply television and computer monitor displays
that are based on cathode-ray tube technology. This market is being rapidly
penetrated by thinner, lighter weight plasma displays and liquid crystal
displays. Although cathode-ray tube televisions and computer monitors currently
retain advantages in image quality and price, glass producers are investing
billions of dollars to improve the quality and lower the unit price of plasma,
liquid crystal and other display types. We believe that market penetration by
plasma and liquid crystal display producers will continue and eventually render
obsolete cathode-ray tube technology and this Lynch Systems product line.
LYNCH SYSTEMS' DEPENDENCE ON A FEW SIGNIFICANT CUSTOMERS EXPOSES IT TO OPERATING
RISKS.
Lynch Systems' sales to its ten largest customers accounted for
approximately 80% of its net sales in 2004, 2003 and 2002. Lynch Systems' sales
to its largest customer accounted for approximately 36%, 42% and 27% of its net
sales in 2004, 2003 and 2002. If a significant customer reduces, delays or
cancels its orders for any reason, the business and results of operations of
Lynch Systems would be negatively affected.
AN ORDER TO BUILD MULTIPLE MACHINES IN THE FUTURE WITH A SIGNIFICANT CUSTOMER IN
THE TABLEWARE MARKET IS CONTINGENT UPON THE SUCCESSFUL INSTALLATION AND
OPERATION OF THE MACHINES CURRENTLY IN PRODUCTION.
Lynch Systems has a significant order for glass manufacturing
machines that are scheduled to be shipped and installed in the customer's
factories in 2005. We expect that this contract will represent approximately 33%
14
of Lynch Systems' revenues in 2005. Many of these machines utilize new processes
and require customer training. The ability of the customer's personnel and
resources to operate these machines successfully is critical. If the customer
does not realize the full benefit from these machines, new orders from this
customer may be canceled.
THE RESULTS OF LYNCH SYSTEMS' OPERATIONS ARE SUBJECT TO FLUCTUATIONS IN THE
AVAILABILITY AND COST OF STEEL USED TO MANUFACTURE GLASS FORMING EQUIPMENT.
Lynch Systems uses large amounts of steel to manufacture its glass
forming equipment. The price of steel has risen substantially and demand for
steel is very high. Lynch Systems has only been able to pass some of the
increased costs to its customers. As a result, Lynch Systems' profit margins on
glass forming equipment have decreased. If the price of and demand for steel
continues to rise, our profit margins will continue to decrease.
LYNCH SYSTEMS MAY BE UNABLE TO PROTECT ITS INTELLECTUAL PROPERTY.
The success of Lynch Systems' business depends, in part, upon its
ability to protect trade secrets, designs, drawings and patents, obtain or
license patents and operate without infringing on the intellectual property
rights of others. Lynch Systems relies on a combination of trade secrets,
designs, drawings, patents, nondisclosure agreements and technical measures to
protect its proprietary rights in its products and technology. The steps taken
by Lynch Systems in this regard may not be adequate to prevent misappropriation
of its technology. In addition, the laws of some foreign countries in which
Lynch Systems operates do not protect its proprietary rights to the same extent
as do the laws of the United States. Although Lynch Systems continues to
evaluate and implement protective measures, we cannot assure you that these
efforts will be successful. Lynch Systems' inability to protect its intellectual
property rights could diminish or eliminate the competitive advantages that it
derives from its technology, cause Lynch Systems to lose sales or otherwise harm
its business.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and documents incorporated by reference into this
prospectus contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that are not historical facts, but rather are
based on current expectations, estimates and projections about our business and
industry, our beliefs and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," and variations of these
words and similar expressions are intended to identify forward-looking
statements. These statements are based on our current plans and expectations and
involve risks and uncertainties over which we have no control, that could cause
actual future activities and results of operations to be materially different
from those set forth in the forward-looking statements. Important factors that
could cause actual future activities and operating results to differ include
fluctuating demand for capital goods such as large glass presses, delay in the
recovery of demand for components used by telecommunications infrastructure
manufacturers and exposure to foreign economies. Important information regarding
risks and uncertainties is also set forth elsewhere in this document, including
in those described in "Risk Factors" beginning on page 5, as well as elsewhere
in this prospectus and in documents incorporated by reference into this
prospectus. You are cautioned not to place undue reliance on these
15
forward-looking statements, which reflect our management's view only as of the
date of this prospectus or as of the date of any document incorporated by
reference into this prospectus. All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. We undertake no
obligation to update these statements or publicly release the results of any
revisions to the forward-looking statements that we may make to reflect events
or circumstances after the date of this prospectus or the date of any document
incorporated into this prospectus or to reflect the occurrence of unanticipated
events.
You are also urged to carefully review and consider the various
disclosures made by us in this document, as well as in our prior periodic
reports on Forms 10-K, 10-Q and 8-K, filed with the Securities and Exchange
Commission and listed under the caption "Incorporation by Reference" on page 31
of this prospectus.
We make available, free of charge, our annual report on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K, if any.
We also make this information available on our website at
WWW.LYNCHCORP.COM.
DESCRIPTION OF SECURITIES TO BE REGISTERED
Our authorized capital consists of 10,000,000 common shares with a
par value of $.0.01 per share. As of July 31, 2005, there were approximately
1,617,526 common shares issued and outstanding. Additionally, there were 600,000
common shares reserved for issuance upon exercise of options granted or to be
granted pursuant our 2001 Equity Incentive Plan. The holders of our common
shares are entitled to one vote for each common share held of record on all
matters to be voted on by shareholders. The holders of our common shares are
entitled to receive such dividends, if any, as may be declared by the Board of
Directors in its discretion out of funds legally available. Upon liquidation or
dissolution of the Company, the holders of our common shares are entitled to
receive on a pro rata basis all assets remaining for distribution to
shareholders after the payment of debts and liquidation preferences on any
capital stock. Our common shares have no preemptive or other subscription rights
and there are no other conversion rights or redemption or sinking fund
provisions with respect to such common shares.
The Company's Transfer Agent and Registrar is Mellon Investor
Services LLC.
USE OF PROCEEDS
If all of the rights are exercised in full at $_______ per share, we
would receive net cash proceeds of approximately $_______ million, after payment
of fees and expenses. No discount or commission is payable in connection with
any such exercise.
The funds, if any, received upon exercise of the rights will be used
for general corporate purposes, working capital and to make acquisitions,
although the Company has not identified any specific acquisitions at this time.
16
THE RIGHTS OFFERING
Our Board of Directors has proposed that we raise equity capital
through this offering to all of our shareholders. Through this prospectus, we
are offering common shares that rights holders may purchase upon exercising
their subscription rights.
SUBSCRIPTION RIGHTS
BASIC SUBSCRIPTION PRIVILEGE. We will distribute to the holders of
record of our common shares, at the close of business on ___________, 2005, at
no charge, one transferable subscription right for each common share owned. The
subscription rights will be evidenced by Subscription Certificates. Every three
such rights will entitle the holder to subscribe for one common share. Assuming
that all rights are exercised, including those that may be exercised as a result
of the oversubscription privilege, an aggregate of approximately 539,176 common
shares will be sold. We will deliver to subscribers certificates representing
common shares purchased through the exercise of the basic subscription privilege
as soon as practicable after the expiration date, anticipated to be
approximately seven to 10 business days. You are not required to exercise any or
all of your subscription rights.
If, pursuant to the exercise of subscription rights, the number of
common shares that a rights holder would be entitled to receive would result in
receipt of fractional shares, the aggregate number of common shares that the
holder is entitled to purchase will be rounded up to the nearest whole number.
Rights holders will not receive cash in lieu of fractional shares.
OVERSUBSCRIPTION PRIVILEGE. Subject to the allocation described
below, each subscription right will include an oversubscription privilege to
purchase additional common shares that are not purchased by other rights holders
pursuant to the other rights holders' basic subscription privileges. A rights
holder will be entitled to exercise its oversubscription privilege only if it
exercises its basic subscription privilege in full. If the number of common
shares remaining after the exercise of all basic subscription privileges is not
sufficient to satisfy requests from all shareholders for common shares pursuant
to oversubscription privileges, you will be allocated additional common shares
pro rata, based on the number of common shares you purchased through the basic
subscription privilege in proportion to the total number of common shares that
you and other oversubscribing shareholders purchased through the basic
subscription privilege. Once you have exercised your oversubscription privilege,
you may not revoke your exercise.
If you wish to exercise your oversubscription privilege, you should
indicate the number of additional common shares that you would like to purchase
in the space provided on your Subscription Certificate. When you send in your
Subscription Certificate, you must also send the full purchase price for the
number of additional common shares that you have requested to purchase (in
addition to the payment due for common shares purchased through your basic
subscription privilege). After all common shares requested pursuant to the basic
subscription privilege are allocated, a determination will be made as to the
number of common shares available for issuance under the oversubscription
privilege. For purposes of allocating the common shares under the
oversubscription privilege, there shall be calculated for each holder seeking to
exercise the oversubscription privilege a proration factor. This proration
factor will be based on the number of common shares purchased by a holder
through the basic subscription privilege in proportion to the total number of
17
common shares purchased by all holders pursuant to the basic subscription
privilege. For each holder, this proration factor will be applied to the common
shares available for purchase upon exercise of the oversubscription privilege
and common shares will be allocated accordingly. This process will be repeated
until one of the following conditions is met: (i) all oversubscribing holders'
requests are filled, or (ii) there are no more common shares available for
allocation.
As soon as practicable after the expiration date, Mellon Investor
Services LLC, acting as our subscription agent, will determine the number of
common shares that you may purchase pursuant to the oversubscription privilege.
You will receive certificates representing these common shares and a refund for
any excess subscription payments as soon as practicable after the expiration
date, anticipated to be approximately seven to 10 business days after the
expiration date. If you request and pay for more common shares than are
allocated to you, we will refund that overpayment, without interest. In
connection with the exercise of the oversubscription privilege, banks, brokers
and other nominee holders of subscription rights who act on behalf of beneficial
owners will be required to certify to us and to the subscription agent as to the
aggregate number of subscription rights that have been exercised, and the number
of common shares that are being requested through the oversubscription
privilege, by each beneficial owner on whose behalf the nominee holder is
acting.
SUBSCRIPTION PRICE
Three subscription rights plus $______ entitles the holder to
purchase one common share. The per share price represents a discount of ____ %
from [the closing sale price of our common shares on ____ __, 2005] [the average
of the closing sales prices of our common shares over the __-trading day period
ending _____ __, 2005]. The subscription price does not necessarily bear any
relationship to our past or expected future results of operations, cash flows,
current financial condition, or any other established criteria for value. No
change will be made to the cash subscription price by reason of changes in the
trading price of our common shares prior to the closing of this offering.
DETERMINATION OF SUBSCRIPTION PRICE
Our Board of Directors set all of the terms and conditions of this
offering, including the subscription price. In establishing the subscription
price, our Board of Directors considered the following factors:
o strategic alternatives for capital raising,
o the market price of our common shares,
o the pricing of similar transactions,
o the amount of proceeds desired,
o our business prospects,
o our recent and anticipated operating results, and
o general conditions in the securities markets.
We determined the subscription price after taking into account the
preceding factors. We did not seek or obtain any opinion of financial advisors
or investment bankers in establishing the subscription price for the offering.
18
You should not consider the subscription price as an indication of the value of
our company or our common shares. We cannot assure you that you will be able to
sell common shares purchased during this offering at a price equal to or greater
than the subscription price. On _________, 2005, the closing sale price of our
common shares was $_____ per share.
EXPIRATION DATE, EXTENSIONS AND TERMINATION
You may exercise your subscription right at any time before 5:00
p.m., New York City time, on __________, 2005, the expiration date for this
offering. However, we may extend the offering period for exercising your
subscription rights in our sole discretion, but in no event by more than 15
additional days. If you do not exercise your subscription rights before the
expiration date, your unexercised subscription rights will be null and void. We
will not be obligated to honor your exercise of subscription rights if the
subscription agent receives the documents relating to your exercise after the
expiration date, regardless of when you transmitted the documents, unless you
have timely transmitted the documents under the guaranteed delivery procedures
described below.
We have the sole discretion to extend the expiration date by giving
oral or written notice to the subscription agent on or before the scheduled
expiration date. If we elect to extend the expiration of this offering, we will
issue a press release announcing the extension no later than 9:00 a.m., New York
City time, on the next business day after the most recently announced expiration
date.
WITHDRAWAL AND AMENDMENT
We reserve the right to withdraw or terminate this offering at any
time for any reason. In the event that this offering is withdrawn or terminated,
all funds received from subscriptions by shareholders will be returned as soon
as practicable, anticipated to be approximately three to five business days
after such date of such withdrawal or termination. Interest will not be payable
on any returned funds.
We reserve the right to amend the terms of this offering. If we make
an amendment that we consider material, we will:
o mail notice of the amendment to all shareholders of record as of
the record date;
o extend the expiration date by at least 10 days; and
o offer all subscribers no less than 10 days to revoke any
subscription already submitted.
The extension of the expiration date will not, in and of itself, be
treated as a material amendment for these purposes.
INTENTIONS OF THE COMPANY'S OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS
Our officers, directors and certain of their affiliates have advised
us that they expect to exercise the basic subscription privilege under their
rights and may exercise their oversubscription privilege.
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METHOD OF SUBSCRIPTION - EXERCISE OF SUBSCRIPTION RIGHTS
You may exercise your subscription rights by delivering the
following to the subscription agent, at or prior to 5:00 p.m., New York City
time, on ______________, 2005, the date on which the rights expire:
o your properly completed and executed Subscription Certificate
with any required signature guarantees or other supplemental
documentation; and
o your full subscription price payment for each common share
subscribed for under your basic subscription privilege and your
oversubscription privilege.
You should read and follow the Instructions for Use of Lynch
Corporation Subscription Certificates carefully.
SIGNATURE GUARANTEE MAY BE REQUIRED
Your signature on each Subscription Certificate must be guaranteed
by an eligible institution such as a member firm of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., or from a commercial bank or trust company having an office or
correspondent in the United States, subject to standards and procedures adopted
by the subscription agent, unless:
o your Subscription Certificate provides that common shares are to
be delivered to you as record holder of those subscription
rights; or
o you are an eligible institution.
DELIVERY OF SUBSCRIPTION MATERIALS AND PAYMENT
You should deliver your Subscription Certificate and payment of the
subscription price or, if applicable, Notice of Guaranteed Delivery for
Subscription Certificates, to the subscription agent by mail, by overnight
courier or by hand to:
BY UNITED STATES MAIL DELIVERY: BY OVERNIGHT COURIER: BY HAND:
------------------------------ -------------------- -------
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Post Office Box 3301 85 Challenger Road - Mail Drop - Reorg 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Ridgefield Park, NJ 07660 New York, NY 10271
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
You are responsible for the method of delivery of your Subscription
Certificate(s) with your subscription price payment to the subscription agent.
If you send your Subscription Certificate(s) and subscription price payment by
mail, we recommend that you send them by registered mail, properly insured, with
20
return receipt requested. You should allow a sufficient number of days to ensure
delivery to the subscription agent prior to the time this offering expires.
DO NOT SEND YOUR SUBSCRIPTION CERTIFICATE(S) AND SUBSCRIPTION PRICE
PAYMENT TO THE COMPANY. Your delivery to an address other than the address set
forth above will not constitute valid delivery.
METHOD OF PAYMENT
Your payment of the subscription price must be made in U.S. dollars
for the full number of common shares you are subscribing (or oversubscribing)
for by either bank draft (cashier's check) or certified check drawn upon a U.S.
bank or money order payable to the subscription agent.
PLEASE NOTE THAT COMMON SHARES MAY NOT BE PAID FOR BY UNCERTIFIED PERSONAL
CHECK.
RECEIPT OF PAYMENT
Your payment will be considered received by the subscription agent
only upon receipt by the subscription agent of a certified check or bank draft
drawn upon a U.S. bank or a money order.
CALCULATION OF SUBSCRIPTION RIGHTS EXERCISED
If you do not indicate the number of subscription rights being
exercised, or do not forward full payment of the total subscription price for
the number of subscription rights that you indicate are being exercised, then
you will be deemed to have exercised your basic subscription privilege with
respect to the maximum number of rights that may be exercised with the aggregate
subscription price payment you delivered to the subscription agent.
YOUR FUNDS WILL BE HELD BY THE SUBSCRIPTION AGENT UNTIL COMMON SHARES ARE ISSUED
The subscription agent will hold your payment of the subscription
price payment in a segregated account with other payments received from other
rights holders until we issue your common shares to you. If this offering is not
completed, or we do not apply your full subscription price payment to your
purchase of common shares, the subscription agent will return as soon as
practicable, without interest, all excess subscription payments.
NO REVOCATION
Once you have exercised your subscription privileges, you may not
revoke your exercise. Subscription rights not exercised prior to the expiration
date of this offering will expire.
TRANSFERABILITY OF RIGHTS
The rights are transferable until the last business day prior to the
expiration date. A business day is a day on which the American Stock Exchange
trades. We have applied to list the rights and expect to be authorized for
21
trading of the rights on the American Stock Exchange. Any commissions in
connection with the sale of rights will be paid by the selling rights holder. We
cannot assure that a market for the rights will develop, or the prices at which
rights may be sold if a market does develop.
You may transfer all of the rights, including oversubscription
rights, evidenced by a single Subscription Certificate by signing the
Subscription Certificate for transfer in accordance with the appropriate form
printed on the Subscription Certificate. You may transfer a portion of the
rights, including oversubscription rights, evidenced by a single Subscription
Certificate by delivering to Mellon Investor Services LLC the Subscription
Certificate properly signed for transfer, with separate written instructions to
register a portion of the rights in the name of your transferee and to issue a
new Subscription Certificate to the transferee covering the transferred rights.
In that event and by appropriate written instructions, you may elect to receive
a new Subscription Certificate covering the rights you did not transfer.
If you wish to transfer all or a portion of your rights, you should
allow a sufficient amount of time prior to the expiration time for:
o the transfer instructions to be received and processed by Mellon
Investor Services LLC;
o new Subscription Certificates to be issued and transmitted; and
o the rights evidenced by the new Subscription Certificates to be
exercised or sold by the intended recipients.
It may require from two to 10 business days, or more, to complete
transfers of rights, depending upon how you deliver the Subscription Certificate
and payment and the number of transactions you request. Neither the Company nor
the subscription agent will be liable to you or any transferee of rights if
Subscription Certificates or any other required documents are not received in
time for exercise or sale prior to the expiration time.
If you exercise or sell rights in part, a new Subscription
Certificate for the remaining rights will be issued to you only if the
subscription agent receives a properly endorsed Subscription Certificate from
you no later than 5:00 p.m., Eastern Time, on the fifth business day prior to
the expiration date. The subscription agent will not issue new Subscription
Certificates for partially exercised or sold Subscription Certificates submitted
after that time and date. If you do submit a Subscription Certificate after that
time and date, you will not be able to exercise the unexercised or unsold
rights.
Unless you make other arrangements with the subscription agent, a
new Subscription Certificate issued after 5:00 p.m., Eastern Time, on the fifth
business day before the expiration date will be held for pick-up by you at:
Mellon Bank, N.A.
c/o Mellon Investor Services
120 Broadway, 13th Floor
New York, New York 10271
Attn: Reorganization Department
22
If you request a reissuance of a Subscription Certificate, the
delivery of that document will be at your risk.
You, and not the Company or the subscription agent, will be
responsible for paying any commissions, fees and other expenses, including
brokerage commissions and transfer taxes, that you may incur in the purchase,
sale or exercise of rights.
ISSUANCE OF SHARE CERTIFICATES
Share certificates for common shares purchased in this offering will
be issued as soon as practicable after the expiration date, anticipated to be
approximately seven to 10 business days after the expiration date. Our
subscription agent will deliver subscription payments to us only after
consummation of this offering and the issuance of share certificates to our
shareholders that exercised rights. Unless you instruct otherwise in your
Subscription Certificate form, common shares purchased by the exercise of
subscription rights will be registered in the name of the person exercising the
rights.
GUARANTEED DELIVERY PROCEDURES
If you wish to exercise your subscription rights, but you do not
have sufficient time to deliver the Subscription Certificate evidencing your
rights to the subscription agent on or before the time your subscription rights
expire, you may exercise your subscription rights by the following guaranteed
delivery procedures:
o deliver your subscription price payment in full for each common
share you subscribed for under your subscription privileges in
the manner set forth in "Method of Payment" to the subscription
agent on or prior to the expiration date;
o deliver the form entitled Notice of Guaranteed Delivery for
Subscription Certificates, substantially in the form provided
with the Instructions as to Use of Lynch Corporation Subscription
Certificates distributed with your Subscription Certificates, at
or prior to the expiration date; and
o deliver the properly completed Subscription Certificate
evidencing your rights being exercised and the related nominee
holder certification, if applicable, with any required signatures
guaranteed, to the subscription agent within three business days
following the expiration date.
Your Notice of Guaranteed Delivery for Subscription Certificates
must be delivered in substantially the same form provided with the Instructions
as to Use of Lynch Corporation Subscription Certificates, which will be
distributed to you with your Subscription Certificate. Your Notice of Guaranteed
Delivery for Subscription Certificates must come from an eligible institution,
or other eligible guarantee institutions which are members of, or participants
in, a signature guarantee program acceptable to the subscription agent.
23
In your Notice of Guaranteed Delivery for Subscription Certificates,
you must state:
o your name;
o the number of subscription rights represented by your
Subscription Certificates and the number of common shares you are
subscribing (and oversubscribing) for; and
o your guarantee that you will deliver to the subscription agent
any Subscription Certificates evidencing the subscription rights
you are exercising within three business days following the
expiration date.
You may deliver your Notice of Guaranteed Delivery for Subscription
Certificates to the subscription agent in the same manner as your Subscription
Certificates at the address set forth above under "Delivery of Subscription
Materials and Payment." Alternately, on the third business day following the
expiration date ONLY, you may transmit your Notice of Guaranteed Delivery for
Subscription Certificates to the subscription agent via facsimile transmission
(Facsimile No.: 201-296-4293). ALL FACSIMILE DELIVERIES MUST BE CONFIRMED. To
confirm facsimile deliveries, you must call 201-296-4860.
Please call the information agent to request any additional copies
of the form of Notice of Guaranteed Delivery for Subscription Certificates you
may need.
DETERMINATIONS REGARDING THE EXERCISE OF YOUR SUBSCRIPTION RIGHTS
We will decide all questions concerning the timeliness, validity,
form and eligibility of your exercise of your subscription rights and our
determinations will be final and binding. We, in our sole discretion, may waive
any defect or irregularity, or permit a defect or irregularity to be corrected
within such time as we may determine. Non-material defects or irregularities
that do not result in multiple potential interpretations will be waived. In such
event, we will treat any identical defects or irregularities the same way for
all shareholders. We may reject the exercise of any of your subscription rights
because of any defect or irregularity. We will not receive or accept any
subscription until all irregularities have been waived by us or cured by you
within such time as we decide, in our sole discretion.
Neither we nor the subscription agent will be under any duty to
notify you of any defect or irregularity in connection with your submission of
Subscription Certificates and we will not be liable for failure to notify you of
any defect or irregularity. We reserve the right to reject your exercise of
subscription rights if your exercise is not in accordance with the terms of this
offering or in proper form. We will also not accept your exercise of rights if
our issuance of common shares to you could be deemed unlawful under applicable
law or is materially burdensome to us. Under Section 18 of the Securities Act of
1933, as amended, our common stock and the subscription rights offered hereby
are exempt from state regulation or "blue sky" laws because our common shares
are listed on the American Stock Exchange.
If you are given notice of a defect in your subscription, you will
have five business days after the giving of notice to correct it. You will not,
however, be allowed to cure any defect later than 5:00 p.m., New York City time,
on ________________, 2005. We will not consider an exercise to be made until all
defects have been cured or waived.
24
NOTICE TO BANKERS, TRUSTEES OR OTHER DEPOSITARIES
If you are a broker, a trustee or a depositary for securities who
holds common shares for the account of others at the close of business on the
record date, you should notify the respective beneficial owners of such common
shares of this offering as soon as possible to find out their intentions with
respect to exercising their subscription rights. You should obtain instructions
from the beneficial owners with respect to the subscription rights, as set forth
in the instructions we have provided to you for your distribution to beneficial
owners. If the beneficial owner so instructs, you should complete the
appropriate Subscription Certificates and submit them to the subscription agent
with the proper payment. If you hold common shares for the accounts of more than
one beneficial owner, you may exercise the number of subscription rights to
which all such beneficial owners in the aggregate otherwise would have been
entitled had they been direct record holders of our common shares on the record
date, provided that you, as a nominee record holder, make a proper showing to
the subscription agent by submitting the form entitled Nominee Holder
Certification which we will provide to you with your offering materials.
NOTICE TO BENEFICIAL OWNERS
If you are a beneficial owner of our common shares or will receive
your subscription rights through a broker, custodian bank or other nominee, we
will ask your broker, custodian bank or other nominee to notify you of this
offering. If you wish to exercise your subscription rights, you will need to
have your broker, custodian bank or other nominee act for you. If you hold
certificates of our common shares directly and would prefer to have your broker,
custodian bank or other nominee exercise your subscription rights, you should
contact your nominee and request it to effect the transaction for you. To
indicate your decision with respect to your subscription rights, you should
complete and return to your broker, custodian bank or other nominee the form
entitled Beneficial Owner Election Form. You should receive this form from your
broker, custodian bank or other nominee with the other offering materials. If
you wish to obtain a separate Subscription Certificate, you should contact the
nominee as soon as possible and request that a separate Subscription Certificate
be issued to you.
COMMON SHARES OUTSTANDING AFTER THIS OFFERING
Upon the issuance of the common shares offered in this offering
(assuming that all of the subscription rights are exercised), 2,156,702 common
shares will be issued and outstanding. This would represent an approximate 33%
increase in the number of outstanding common shares. If only 10% or 50% of the
subscription rights are exercised, then 1,671,444 and 1,887,114 common shares
will be issued and outstanding, respectively, which represents an approximate 3%
and 17% increase in the number of outstanding common shares, respectively.
SUBSCRIPTION AGENT
We have appointed Mellon Investor Services LLC as subscription agent
for this offering. We will pay the fees and certain expenses of the subscription
agent, which we estimate will total approximately $__________. Under certain
circumstances, we may indemnify the subscription agent from certain liabilities
that may arise in connection with this offering.
25
INFORMATION AGENT
We have appointed Mellon Investor Services LLC as information agent
for this offering. We will pay the fees and certain expenses of the information
agent, which we estimate will total approximately $__________. Under certain
circumstances, we may indemnify the information agent from certain liabilities
that may arise in connection with this offering.
FEES AND EXPENSES
Other than for fees charged by the information agent and the
subscription agent, you are responsible for paying any other commissions, fees,
taxes or other expenses incurred in connection with the exercise of the
subscription rights. Neither we, the information agent nor the subscription
agent will pay such expenses.
NO BOARD RECOMMENDATION
An investment in our common shares must be made according to each
investor's evaluation of its own best interests. Accordingly, our Board of
Directors makes no recommendation to rights holders regarding whether they
should exercise their subscription rights. Our officers, directors and certain
of their affiliates have advised us that they expect to exercise the basic
subscription privilege under their rights and may exercise their
oversubscription privilege. John C. Ferrara (Chief Executive Officer and
Director), Marc Gabelli (Chairman of the Board of Directors and 5% holder), E.
Val Cerutti (Director), Avrum Gray (Director), Anthony R. Pustorino (Director)
and Eugene Hynes (Vice President) collectively beneficially own 349,198 common
shares or 21.6% of the common shares outstanding as of July 31, 2005. Assuming
that each of the persons mentioned above exercises his basic subscription
privilege in full, they will collectively own an additional 116,401 common
shares, or a total of 465,599 common shares after this offering is completed.
IF YOU HAVE QUESTIONS ABOUT EXERCISING RIGHTS
If you have questions or need assistance concerning the procedure
for exercising subscription rights, or if you would like additional copies of
this prospectus or other forms related to this offering, you should contact the
information agent at the following address and telephone number:
BY UNITED STATES MAIL DELIVERY: BY OVERNIGHT COURIER: BY HAND:
------------------------------ -------------------- -------
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Post Office Box 3301 85 Challenger Road - Mail Drop - Reorg 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Ridgefield Park, NJ 07660 New York, NY 10271
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
Toll Free Telephone: (866) 340-1578
Direct Line for Banks and Brokers: (201) 373-5156
26
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of the material U.S. federal
income tax consequences of (i) the dividend by us of subscription rights to
holders of common shares that hold such common shares as a capital asset for
federal income tax purposes, and (ii) the exercise of such rights. This
discussion is based on laws, regulations, rulings and decisions in effect on the
date of this prospectus, all of which are subject to change (possibly with
retroactive effect) and to differing interpretations. This discussion applies
only to holders that are U.S. persons, which is defined as a citizen or resident
of the United States, a domestic partnership, a domestic corporation, any estate
(other than a foreign estate), and any trust so long as a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust. Generally, for federal income tax purposes
an estate is classified as a "foreign estate" based on the location of the
estate assets, the country of the estate's domiciliary administration, and the
nationality and residency of the domiciliary's personal representative.
This discussion does not address all aspects of federal income
taxation that may be relevant to holders in light of their particular
circumstances or to holders who may be subject to special tax treatment under
the Internal Revenue Code of 1986, as amended, including holders of options or
warrants, holders who are dealers in securities or foreign currency, foreign
persons (defined as all persons other than U.S. persons), insurance companies,
tax-exempt organizations, banks, financial institutions, broker-dealers, holders
who hold common shares as part of a hedge, straddle, conversion or other risk
reduction transaction, or who acquired common shares pursuant to the exercise of
compensatory share options or warrants or otherwise as compensation.
We have not sought, and will not seek, an opinion of counsel or a
ruling from the Internal Revenue Service regarding the federal income tax
consequences of the distribution of the rights or the related share issuance.
The following summary does not address the tax consequences of the distribution
of the rights or the related share issuance under foreign, state, or local tax
laws. ACCORDINGLY, EACH HOLDER OF COMMON SHARES SHOULD CONSULT ITS OWN TAX
ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION OF
THE RIGHTS OR THE RELATED COMMON SHARE ISSUANCE TO SUCH HOLDER.
The federal income tax consequences for a holder of common shares on
the receipt of subscription rights and the exercise of such rights are as
follows:
o A holder will not recognize taxable income for federal income tax
purposes in connection with the receipt of subscription rights.
o Except as provided in the following sentence, the tax basis of
the subscription rights received by a holder will be zero. If
either (i) the fair market value of the subscription rights on
27
the date such subscription rights are distributed is equal to at
least 15% of the fair market value on such date of the common
shares with respect to which the subscription rights are received
or (ii) the holder irrevocably elects, by attaching a statement
to its federal income tax return for the taxable year in which
the subscription rights are received, to allocate part of the tax
basis of such common shares to the subscription rights, then upon
exercise of the subscription rights, the holder's tax basis in
the common shares will be allocated between the common shares and
the subscription rights in proportion to their respective fair
market values on the date the subscription rights are
distributed. A holder's holding period for the subscription
rights received will include the holder's holding period for the
common shares with respect to which the subscription rights were
received. We intend to notify the holders whether the fair market
value of the subscription rights will equal or exceed 15% of the
fair market value of the common shares to which the subscription
rights relate and the fair market value of those subscription
rights.
o A holder that sells the subscription rights will recognize
capital gain or loss, depending on the amount realized upon the
sale and the holder's tax basis (if any) in the subscription
rights. The gain or loss will be long-term or short-term
depending on the holder's holding period for the subscription
rights (discussed above).
o A holder that allows the subscription rights received to expire
will not recognize any gain or loss, and the tax basis of the
common shares owned by such holder with respect to which such
subscription rights were distributed will be equal to the tax
basis of such common shares immediately before the receipt of the
subscription rights.
o A holder will not recognize any gain or loss upon the exercise of
the subscription rights.
o The tax basis of the common shares acquired through exercise of
the subscription rights will equal the sum of the subscription
price for the common shares and the holder's tax basis, if any,
in the subscription rights as described above.
o The holding period for the common shares acquired through
exercise of the subscription rights will begin on the date the
subscription rights are exercised.
PLAN OF DISTRIBUTION
We are offering our common shares underlying the rights directly to
you. We have not employed any brokers, dealers or underwriters in connection
with the solicitation or exercise of subscription rights in this offering and no
commissions, fees or discounts will be paid in connection with this offering.
Mellon Investor Services LLC is acting as our subscription agent to effect the
exercise of the rights and the issuance of the underlying common shares.
Therefore, we anticipate that our officers' and employees' role will be limited
to:
o Responding to inquiries of potential purchasers, provided the
response is limited to information contained in the registration
statement of which this prospectus is a part; and
o Ministerial and clerical work involved in effecting transactions
pertaining to the sale of common shares underlying the rights.
28
We intend to distribute and deliver this prospectus by hand or by
mail only, and not by electronic delivery. Also, we intend to use printed
prospectuses only, and not any other forms of prospectus.
We have distributed to the holders of record of our common shares,
at the close of business on __________, 2005, at no charge, one transferable
subscription right for each common share they own. Every three such rights will
entitle the holder thereof to subscribe for a right to purchase one of our
common shares at a subscription price of $_____ per share. You may exercise any
number of your subscription rights, or you may choose not to exercise any
subscription rights. We will not distribute any fractional common shares or pay
cash in lieu of fractional common shares, but will round up the aggregate number
of common shares you are entitled to receive to the nearest whole number.
We do not expect that all of our shareholders will exercise all of
their basic subscription privileges. By extending oversubscription privileges to
our shareholders, we are providing shareholders that exercise all of their basic
subscription privileges with the opportunity to purchase those common shares
that are not purchased by other shareholders.
If you wish to exercise your oversubscription privilege, you should
indicate the number of additional common shares that you would like to purchase
in the space provided on your Subscription Certificate. When you send in your
Subscription Certificate, you must also send the full purchase price for the
number of additional common shares that you have requested to purchase (in
addition to the payment due for common shares purchased through your basic
subscription privilege). If the number of common shares remaining after the
exercise of all basic subscription privileges is not sufficient to satisfy all
requests for common shares pursuant to oversubscription privileges, you will be
allocated additional common shares pro rata (subject to elimination of
fractional common shares), based on the number of common shares you purchased
through the basic subscription privilege in proportion to the total number of
common shares that you and other oversubscribing shareholders purchased through
the basic subscription privilege. However, if your pro rata allocation exceeds
the number of common shares you requested on your Subscription Certificate, then
you will receive only the number of common shares that you requested, and the
remaining common shares from your pro rata allocation will be divided among
other rights holders exercising their oversubscription privileges.
As soon as practicable after the expiration date, Mellon Investor
Services LLC, acting as our subscription agent, and we will determine the number
of common shares that you may purchase pursuant to the oversubscription
privilege. You will receive certificates representing these common shares as
soon as practicable after the expiration date, anticipated to be approximately
seven to 10 business days after the expiration date. If you request and pay for
more common shares than are allocated to you, we will refund that overpayment,
without interest. In connection with the exercise of the oversubscription
privilege, banks, brokers and other nominee holders of subscription rights who
act on behalf of beneficial owners will be required to certify to us and to the
subscription agent as to the aggregate number of subscription rights that have
been exercised, and the number of common shares that are being requested through
the oversubscription privilege, by each beneficial owner on whose behalf the
nominee holder is acting.
29
We will pay Mellon Investor Services LLC, as the information agent,
a fee of approximately $______ plus expenses, and as the subscription agent, a
fee of approximately $________ plus expenses, for its services in connection
with this offering. We also have agreed to indemnify, under certain
circumstances, Mellon Investor Services LLC, in its capacity as information
agent and subscription agent, from any liability it may incur in connection with
this offering.
Our subscription rights will be listed on the American Stock
Exchange under the symbol "LGL.RT." Our common shares issued upon the exercise
of subscription rights will be listed on the American Stock Exchange under the
symbol "LGL," the same symbol under which our currently outstanding common
shares now trade.
LEGAL MATTERS
The validity of the common shares offered hereby has been passed
upon by Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65
East 55th Street, New York, New York 10022.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm,
has audited our consolidated financial statements and schedules included in our
Annual Report on Form 10-K for the year ended December 31, 2004, as set forth in
their report, which is incorporated by reference in this registration statement.
Our financial statements and schedules are incorporated by reference in reliance
on Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
INFORMATION WITH RESPECT TO THE REGISTRANT
This prospectus is accompanied by a copy of our latest Annual Report
on Form 10-K and Quarterly Report on Form 10-Q.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-2 with the SEC for
our common shares offered in this offering. This prospectus does not contain all
the information set forth in the registration statement. You should refer to the
registration statement and its exhibits for additional information. Whenever we
make references in this prospectus to any of our contracts, agreements or other
documents, the references are not necessarily complete and you should refer to
the exhibits attached to the registration statement for the copies of the actual
contract, agreement or other document.
The SEC maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding us. You may also read and copy any document we file with the SEC at
its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room.
30
Our common shares are listed on the American Stock Exchange and our
reports and other information about us may also be inspected at the offices of
the American Stock Exchange at 86 Trinity Place, New York, New York 10006.
Additional information about us is available over the Internet at our web site
at WWW.LYNCHCORP.COM.
INCORPORATION BY REFERENCE
The following documents filed by us with the SEC are incorporated by
reference in this prospectus:
(1) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2004;
(2) Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005;
(3) Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005;
(4) Our Current Report on Form 8-K/A filed on January 3, 2005;
(5) Our Current Report on Form 8-K filed on January 4, 2005;
(6) Our Current Report on Form 8-K filed on April 29, 2005;
(7) Our Current Report on Form 8-K filed on May 16, 2005;
(8) Our Current Report on Form 8-K filed on July 6, 2005.
You may request a copy of these filings (excluding the exhibits to
such filings that we have not specifically incorporated by reference in such
filings) at no cost, by writing or telephoning us as follows:
Lynch Corporation
140 Greenwich Avenue, 4th Floor
Greenwich, Connecticut 06830
Attention: Secretary
(203) 622-1150
31
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
------- -------------------------------------------
The following table sets forth the various expenses that will be
paid by us in connection with the securities being registered. With the
exception of the Securities and Exchange Commission ("SEC") registration fee and
the American Stock Exchange ("AMEX") listing fee, all amounts shown are
estimates.
SEC registration fee......................................... $ 525.60
AMEX listing fee............................................. $ 10,783.52
Printing and engraving....................................... $ 30,000.00
Legal fees and expenses (including Blue Sky fees)............ $ 50,000.00
Accounting Fees and Expenses................................. $ 10,000.00
Miscellaneous................................................ $ 5,000.00
Subscription Agent........................................... $ 30,000.00
Information Agent............................................ $ 10,000.00
------------------
Total.................................................. $ 146,309.12
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------- -----------------------------------------
Except as hereinafter set forth, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of the Company is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
Article VI, Section 6.2 of Registrant's Restated Articles of
Incorporation provides that to the extent not inconsistent with applicable law,
every director and officer shall be indemnified by Registrant against all
liability and reasonable expense that may be incurred by such director or
officer in connection with or resulting from any claim, (i) if such director or
officer is wholly successful with respect to the claim, or (ii) if not wholly
successful, then if such director or officer is determined to have acted in good
faith, in what the director or officer reasonably believed to be the best
interests of Registrant or at least not opposed to its best interest and, in
addition, with respect to any criminal claim is determined to have had
reasonable cause to believe that his conduct was lawful or had no reasonable
cause to believe that his conduct was unlawful. The termination of any claim, by
judgment, order, settlement (whether with or without court approval), or
conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a director or officer did not meet the
standards of conduct set forth in clause (ii) hereof. For a more detailed
description, reference is made to Article VI, Section 6.2 of the Registrant's
Restated Articles of Incorporation filed as Exhibit 3(a) hereto which contains
certain indemnification provisions pursuant to authority contained in the
Indiana Business Corporation Law.
Registrant's directors and officers are also covered under
Registrant's directors and officers insurance policy up to a maximum of $10
million.
II-1
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.
The following sections of Chapter 37 of the Indiana Business
Corporation Law provide as follows:
Section 23-1-37-8 Permissive Indemnification
(a) A corporation may indemnify an individual made a party to a
proceeding because the individual is or was a director against liability
incurred in the proceeding if:
(1) the individual's conduct was in good faith; and
(2) the individual reasonably believed:
(A) in the case of conduct in the individual's official
capacity with the corporation, that the individual's conduct was in its best
interests; and
(B) in all other cases, that the individual's conduct
was at least not opposed to its best interests; and
(3) in the case of any criminal proceeding, the individual either:
(A) had reasonable cause to believe the individual's
conduct was lawful; or
(B) had no reasonable cause to believe the individual's
conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
Section 23-1-37-9 Mandatory Indemnification
Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party because the
director is or was a director of the corporation against reasonable expenses
incurred by the director in connection with the proceeding.
Section 23-1-37-10 Advance Indemnification
(a) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:
II-2
(1) the director furnishes the corporation a written affirmation of
the director's good faith belief that the director has met the standard of
conduct described in section 8 of this chapter;
(2) the director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is
ultimately determined that the director did not meet the standard of conduct;
and
(3) a determination is made that the facts then known to those
making the determination would not preclude indemnification under this chapter.
(b) The undertaking required by subsection (a)(2) must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 12 of this chapter.
Section 23-1-37-11 Application for Indemnification
Unless a corporation's articles of incorporation provide otherwise,
a director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:
(1) the director is entitled to mandatory indemnification under
section 9 of this chapter, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to obtain
court-ordered indemnification; or
(2) the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director met the standard of conduct set forth in section 8 of this chapter.
Section 23-1-37-12 Procedure for Determining Indemnification
(a) A corporation may not indemnify a director under section 8 of
this chapter unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct set forth in
section 8 of this chapter.
(b) The determination shall be made by any one (1) of the following
procedures:
(1) By the board of directors by majority vote of a
quorum consisting of directors not at the time parties to the proceeding.
(2) If a quorum cannot be obtained under subdivision
(1), by majority vote of a committee duly designated by the board of directors
(in which designation directors who are parties may participate), consisting
solely of two (2) or more directors not at the time parties to the proceeding.
II-3
(3) By special legal counsel:
(A) selected by the board of directors or
its committee in the manner prescribed in subdivision (1) or (2); or
(B) if a quorum of the board of directors
cannot be obtained under subdivision (1) and a committee cannot be designated
under subdivision (2), selected by majority vote of the full board of directors
(in which selection directors who are parties may participate).
(4) By the shareholders, but common shares owned by or
voted under the control of directors who are at the time parties to the
proceeding may not be voted on the determination.
(d) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.
Section 23-1-37-13 Indemnification of Officers, Agents and Employees
Unless a corporation's articles of incorporation provide otherwise:
(1) an officer of the corporation, whether or not a director, is
entitled to mandatory indemnification under section 9 of this chapter, and is
entitled to apply for court-ordered indemnification under section 11 of this
chapter, in each case to the same extent as a director;
(2) the corporation may indemnify and advance expenses under this
chapter to an officer, employee, or agent of the corporation, whether or not a
director, to the same extent as to a director; and
(3) a corporation may also indemnify and advance expenses to an
officer, employee, or agent, whether or not a director, to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of directors, or
contract.
Section 23-1-37-14 Insurance
A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, member, manager, trustee, employee, or agent of another
foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by the individual in that capacity or arising from
the individual's status as a director, officer, member, manager, employee, or
II-4
agent, whether or not the corporation would have power to indemnify the
individual against the same liability under section 8 or 9 of this chapter. The:
(1) corporation may purchase insurance under this section from; and
(2) insurance purchased under this section may be reinsured in whole
or in part by;
an insurer that is owned by or otherwise affiliated with the corporation whether
the insurer does or does not do business with other persons.
Section 23-1-37-15 Indemnification Under Chapter Not Exclusive
(a) The indemnification and advance for expenses provided for or
authorized by this chapter does not exclude any other rights to indemnification
and advance for expenses that a person may have under:
(1) a corporation's articles of incorporation or bylaws;
(2) a resolution of the board of directors or of the shareholders;
or
(3) any other authorization, whenever adopted, after notice, by a
majority vote of all the voting common shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the
board of directors or of the shareholders, or other duly adopted authorization
of indemnification or advance for expenses limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the extent
consistent with the articles, bylaws, resolution of the board of directors or of
the shareholders, or other duly adopted authorization of indemnification or
advance for expenses.
(c) This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent in
connection with the person's appearance as a witness in a proceeding at a time
when the person has not been made a named defendant or respondent to the
proceeding.
ITEM 16. EXHIBITS.
------- --------
EXHIBIT
NO. DESCRIPTION
----------- -----------
3(a) Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the period ended December 31, 2004).
(b) Articles of Amendment of the Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the period ended
December 31, 2004).
(c) By-laws of the Company (incorporated by reference to Exhibit 3.1
to the Company's Current Report on Form 8-K dated December 22,
2004).
5* Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
II-5
10(a) Lynch Corporation 401(k) Savings Plan (incorporated by reference
to Exhibit 10(b) to the Company's Annual Report on Form 10-K for
the period ended December 31, 1995).
(b) Directors Stock Plan (incorporated by reference to Exhibit 10(o)
to the Company's Form 10-K for the year ended December 31, 1997).
(c) Lynch Corporation 2001 Equity Incentive Plan adopted December
10, 2001 (incorporated by reference to Exhibit 10(y) to the
Company's Form 10-K for the year ended December 31, 2001).
(d) Amended and Restated Credit Agreement by and between Lynch
Systems, Inc. and SunTrust Bank dated as of June 10, 2002
(incorporated by reference to Exhibit 10(z) to the Company's Form
10-K for the year ended December 31, 2002).
(e) Unlimited Continuing Guaranty Agreement by Guarantor, Lynch
Corporation, dated June 10, 2002 (incorporated by reference to
Exhibit 10(aa) to the Company's Form 10-K for the year ended
December 31, 2002).
(f) First Amendment and Waiver to Amended and Restated Credit
Agreement between Lynch Systems, Inc. and SunTrust Bank dated May
30, 2003 (incorporated by reference to Exhibit 10(ee) to the
Company's Form 10-Q for the period ending June 30, 2003).
(g) Term Loan Promissory Note between Lynch Systems, Inc. and
SunTrust Bank dated August 4, 2003 (incorporated by reference to
Exhibit 10(ff) to the Company's Form 10-Q for the period ending
June 30, 2003).
(h) Second Amendment to Security Deed and Agreement dated August 4,
2003 between Lynch Systems, Inc. and SunTrust Bank (incorporated
by reference to Exhibit 10(gg) to the Company's Form 10-Q for the
period ending June 30, 2003).
(i) Mortgage dated October 21, 2002 by Mortgagor, Mtron Industries,
Inc., to Mortgagee, Yankton Area Progressive Growth, Inc.
(incorporated by reference to Exhibit 10(hh) to the Company's
Annual Report on Form 10-K for the year ended December 31, 2003).
(j) Promissory Note between Mtron Industries, Inc. and Yankton Area
Progressive Growth, Inc., dated October 21, 2002 (incorporated by
reference to Exhibit 10(ii) to the Company's Annual Report on
Form 10-K for the year ended December 31, 2003).
(k) Standard Loan Agreement by and between Mtron Industries, Inc. and
Areawide Business Council, Inc., dated October 10, 2002 and
Exhibits thereto (incorporated by reference to Exhibit 10(jj) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 2003).
(l) Loan Agreement by and between Mtron Industries, Inc. and South
Dakota Board of Economic Development, dated December 19, 2002
(incorporated by reference to Exhibit 10(kk) to the Company's
Annual Report on Form 10-K for the year ended December 31, 2003).
(m) Promissory Note between Mtron Industries, Inc. and South Dakota
Board of Economic Development, dated December 19, 2002
(incorporated by reference to Exhibit 10(ll) to the Company's
Annual Report on Form 10-K for the year ended December 31, 2003).
(n) Employment Agreement by and between Mtron Industries, Inc. and
South Dakota Board of Economic Development, dated December 19,
2002 (incorporated by reference to Exhibit 10(mm) to the
Company's Annual Report on Form 10-K for the year ended December
31, 2003).
II-6
(o) Loan Agreement by and among Mtron Industries, Inc., Piezo
Technology, Inc. and First National Bank of Omaha (incorporated
by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated October 20, 2004).
(p) Unconditional Guaranty for Payment and Performance with First
National Bank of Omaha (incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated October 20,
2004).
(q) Registration Rights Agreement by and between the Company and
Venator Merchant Fund, L.P. dated October 15, 2004 (incorporated
by reference to Exhibit 10.4 to the Company's Current Report on
Form 8-K dated October 20, 2004).
13(a) Annual Report to Shareholders for the year ended December 31,
2004.
(b) Form 10-Q for the quarter ended March 31, 2005.
23* Consent of Independent Registered Public Accounting Firm - Ernst
& Young LLP.
24* Powers of Attorney.
99(a)* Form of Instructions for Use of Lynch Corporation Subscription
Certificates.
(b)* Form of Notice of Guaranteed Delivery for Subscription
Certificates.
(c)* Form of Letter to Shareholders.
(d)* Form of Letter to Securities Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(e)* Form of Letter to Clients of Security Holders Who Are Beneficial
Holders.
(f)* Form of Nominee Holder Certification Form.
(g)* Beneficial Owner Election Form.
(h)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(i)* Form of Subscription and Information Agent Agreement between
Lynch Corporation and Mellon Bank, N.A.
(j)* Form of Subscription Certificate.
----------------------
* Filed herewith
ITEM 17. UNDERTAKINGS.
------- ------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
II-7
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report, to security holders that
is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act, as amended may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of an
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Greenwich, State of Connecticut on the 16th day of
August, 2005.
LYNCH CORPORATION
By: /s/ John C. Ferrara
---------------------------------
John C. Ferrara
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John C. Ferrara and Eugene Hynes as his
true and lawful attorney-in-fact, each acting alone, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments to this registration statement, and any related registration
statement filed pursuant to Rule 462(b) of the Act and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting along, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John C. Ferrara Chief Executive Officer and Director August 16, 2005
------------------------ (Principal Executive Officer)
John C. Ferrara
* Vice President, Treasurer and Secretary August 16, 2005
------------------------ (Principal Financial and Accounting Officer)
Eugene Hynes
* Chairman of the Board of Directors August 16, 2005
------------------------
Marc Gabelli
* Director August 16, 2005
------------------------
E. Val Cerutti
* Director August 16, 2005
------------------------
Avrum Gray
* Director August 16, 2005
------------------------
Anthony R. Pustorino
* By John C. Ferrara,
Attorney-In-Fact
II-9
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
----------- -----------
3(a) Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the period ended December 31, 2004).
(b) Articles of Amendment of the Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the period ended
December 31, 2004).
(c) By-laws of the Company (incorporated by reference to Exhibit 3.1
to the Company's Current Report on Form 8-K dated December 22,
2004).
5* Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
10(a) Lynch Corporation 401(k) Savings Plan (incorporated by reference
to Exhibit 10(b) to the Company's Annual Report on Form 10-K for
the period ended December 31, 1995).
(b) Directors Stock Plan (incorporated by reference to Exhibit 10(o)
to the Company's Form 10-K for the year ended December 31, 1997).
(c) Lynch Corporation 2001 Equity Incentive Plan adopted December
10, 2001 (incorporated by reference to Exhibit 10(y) to the
Company's Form 10-K for the year ended December 31, 2001).
(d) Amended and Restated Credit Agreement by and between Lynch
Systems, Inc. and SunTrust Bank dated as of June 10, 2002
(incorporated by reference to Exhibit 10(z) to the Company's Form
10-K for the year ended December 31, 2002).
(e) Unlimited Continuing Guaranty Agreement by Guarantor, Lynch
Corporation, dated June 10, 2002 (incorporated by reference to
Exhibit 10(aa) to the Company's Form 10-K for the year ended
December 31, 2002).
(f) First Amendment and Waiver to Amended and Restated Credit
Agreement between Lynch Systems, Inc. and SunTrust Bank dated May
30, 2003 (incorporated by reference to Exhibit 10(ee) to the
Company's Form 10-Q for the period ending June 30, 2003).
(g) Term Loan Promissory Note between Lynch Systems, Inc. and
SunTrust Bank dated August 4, 2003 (incorporated by reference to
Exhibit 10(ff) to the Company's Form 10-Q for the period ending
June 30, 2003).
(h) Second Amendment to Security Deed and Agreement dated August 4,
2003 between Lynch Systems, Inc. and SunTrust Bank (incorporated
by reference to Exhibit 10(gg) to the Company's Form 10-Q for the
period ending June 30, 2003).
(i) Mortgage dated October 21, 2002 by Mortgagor, Mtron Industries,
Inc., to Mortgagee, Yankton Area Progressive Growth, Inc.
(incorporated by reference to Exhibit 10(hh) to the Company's
Annual Report on Form 10-K for the year ended December 31, 2003).
(j) Promissory Note between Mtron Industries, Inc. and Yankton Area
Progressive Growth, Inc., dated October 21, 2002 (incorporated by
reference to Exhibit 10(ii) to the Company's Annual Report on
Form 10-K for the year ended December 31, 2003).
(k) Standard Loan Agreement by and between Mtron Industries, Inc. and
Areawide Business Council, Inc., dated October 10, 2002 and
Exhibits thereto (incorporated by reference to Exhibit 10(jj) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 2003).
(l) Loan Agreement by and between Mtron Industries, Inc. and South
Dakota Board of Economic Development, dated December 19, 2002
(incorporated by reference to Exhibit 10(kk) to the Company's
Annual Report on Form 10-K for the year ended December 31, 2003).
(m) Promissory Note between Mtron Industries, Inc. and South Dakota
Board of Economic Development, dated December 19, 2002
(incorporated by reference to Exhibit 10(ll) to the Company's
Annual Report on Form 10-K for the year ended December 31, 2003).
(n) Employment Agreement by and between Mtron Industries, Inc. and
South Dakota Board of Economic Development, dated December 19,
2002 (incorporated by reference to Exhibit 10(mm) to the
Company's Annual Report on Form 10-K for the year ended December
31, 2003).
(o) Loan Agreement by and among Mtron Industries, Inc., Piezo
Technology, Inc. and First National Bank of Omaha (incorporated
by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated October 20, 2004).
(p) Unconditional Guaranty for Payment and Performance with First
National Bank of Omaha (incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated October 20,
2004).
(q) Registration Rights Agreement by and between the Company and
Venator Merchant Fund, L.P. dated October 15, 2004 (incorporated
by reference to Exhibit 10.4 to the Company's Current Report on
Form 8-K dated October 20, 2004).
13(a) Annual Report to Shareholders for the year ended December 31,
2004.
(b) Form 10-Q for the quarter ended March 31, 2005.
23* Consent of Independent Registered Public Accounting Firm - Ernst
& Young LLP.
24* Powers of Attorney.
99(a)* Form of Instructions for Use of Lynch Corporation Subscription
Certificates.
(b)* Form of Notice of Guaranteed Delivery for Subscription
Certificates.
(c)* Form of Letter to Shareholders.
(d)* Form of Letter to Securities Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(e)* Form of Letter to Clients of Security Holders Who Are Beneficial
Holders.
(f)* Form of Nominee Holder Certification Form.
(g)* Beneficial Owner Election Form.
(h)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(i)* Form of Subscription and Information Agent Agreement between
Lynch Corporation and Mellon Bank, N.A.
(j)* Form of Subscription Certificate.
----------------------
* Filed herewith