<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 5, 1998
LYNCH CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
INDIANA 1-106 33-1799862
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.
</TABLE>
8 SOUND SHORE DRIVE, SUITE 290
GREENWICH, CT 06830
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 203-629-3333
ITEM 5. OTHER EVENTS
On February 5, 1998, Registrant's majority owned subsidiary, Spinnaker
Industries, Inc. ("Spinnaker")announced a proposed private offering of $25
million of preferred stock (the "Preferred Stock"). The Preferred Stock will
be convertible into Spinnaker's Common Stock (NASDAQ:SPNI), will be redeemable
by Spinnaker at any time after January 15, 2003 and will be subject to
mandatory redemption in 2010. Dividends on the Preferred Stock will be payable
in cash or additional shares of Preferred Stock, at Spinnaker's option.
The Preferred Stock offering is being made in reliance on Rule 144A and
other exemptions from registration under the Securities Act of 1933, as
amended. Spinnaker will grant the initial purchaser of the Preferred Stock
<PAGE> 2
an option to purchase up to $3.75 million of additional shares of Preferred
Stock solely to cover over-allotments.
The net proceeds from the offering of Preferred Stock will be combined
with other funds, including borrowings under Spinnaker's revolving credit
facility, to consummate the acquisition of S. D. Warren Company's pressure
sensitive label business, which Spinnaker announced in November 1997.
The entire text of Spinnaker's press release is incorporated by
reference herein and a copy of the press release has been filed as an exhibit
to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release dated February 5, 1998
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
LYNCH CORPORATION
Date: February 11, 1998 By: /s/Robert E. Dolan
-----------------------------
Robert E. Dolan
Chief Financial Officer
<PAGE> 4
EXHIBIT INDEX
Exhibit Description
- -------- ------------
99.1 Press release dated February 5, 1998
<PAGE> 1
EXHIBIT 99.1
SPINNAKER INDUSTRIES, INC.
CONTACT:
Richard J. Boyle
Chairman and CEO
612/933-5573
or
Bill Robertson
Sunwest Comms.
214/373-1601
FOR IMMEDIATE RELEASE: February 5, 1998
SPINNAKER INDUSTRIES OFFERING $25 MILLION
OF PREFERRED STOCK IN PRIVATE PLACEMENT
DALLAS -- Spinnaker Industries, Inc. (Nasdaq: SPNIA and SPNI) announced
Thursday a proposed private placement offering of $25 million of preferred
stock.
The preferred stock will be convertible into Spinnaker's common stock
(SPNI) and will be redeemable by Spinnaker, for cash, at any time after January
15, 2003. The preferred stock will be subject to mandatory redemption by
Spinnaker in 2010. Dividends on the preferred stock will be payable in cash or
additional shares of preferred stock, at Spinnaker's option.
The preferred stock offering is being made to qualified buyers in reliance
on Rule 144A and other exemptions from registration under the Securities Act of
1933. Spinnaker will grant the initial purchaser of the preferred stock an
option to purchase up to $3.75 million of additional preferred stock solely to
cover over-allotments.
The net proceeds from the offering of preferred stock will be combined
with other funds, including borrowings under Spinnaker's revolving credit
facility, to consummate the acquisition of S.D. Warren Company's pressure
sensitive label business, which Spinnaker announced in November 1997.
The proposed offering of preferred stock will not be registered under the
Securities Act or any securities laws of any state or other jurisdiction and
may not be offered or sold in the U.S. or any state thereof or other
jurisdiction without registration or an applicable exemption from registration
requirements.
SOURCE: Spinnaker Industries, Inc.
