<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
TRANS-LUX CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
TRANS-LUX CORPORATION
110 RICHARDS AVENUE
NORWALK, CONNECTICUT 06856-5090
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 20, 1996
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TRANS-LUX
CORPORATION will be held at the Office of the Corporation, 110 Richards Avenue,
Norwalk, Connecticut, on Thursday, June 20, 1996 at 10:00 A.M. local time for
the following purposes:
1. To elect one (1) director chosen by the holders of Common Stock and
two (2) directors chosen by the holders of Class B Stock to serve for a
term of three (3) years, in each case until their successors shall be
elected and shall have qualified;
2. To consider and act upon a proposal to amend the 1995 Stock Option
Plan by which an additional 50,000 shares of the Corporation's capital
stock will be reserved for issuance thereunder;
3. To consider and act upon a proposal to recommend to the Board of
Directors the retention of Deloitte & Touche LLP as the Corporation's
independent auditors for the ensuing year; and
4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The close of business on April 22, 1996 has been fixed as the record date
for the determination of the stockholders entitled to notice of and to vote at
the Meeting.
By Order of the Board of Directors,
ANGELA D. TOPPI
Secretary
Dated: Norwalk, Connecticut
April 22, 1996
- - --------------------------------------------------------------------------------
Please mark, date, sign and return promptly the enclosed proxy so that your
shares may be represented at the Meeting. A return envelope, which requires no
postage if mailed in the United States, is enclosed for your convenience.
- - --------------------------------------------------------------------------------
<PAGE> 3
TRANS-LUX CORPORATION
110 RICHARDS AVENUE
NORWALK, CONNECTICUT 06856-5090
------------------------
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of TRANS-LUX CORPORATION (hereinafter called the
"Corporation"), of proxies in the accompanying form to be used at the Annual
Meeting of the Stockholders of the Corporation to be held on Thursday, June 20,
1996, and at any adjournment thereof, for the purposes set forth in the
accompanying notice of the Meeting. It is intended that this Statement and the
proxies solicited hereby be mailed to stockholders no later than May 3, 1996. A
stockholder who shall sign and return a proxy in the form enclosed with this
Statement has the power to revoke it at any time before it is exercised by
giving written notice of revocation or a proxy of later date and returning it to
the Corporation, Attention: Secretary, or by voting in person at the Meeting.
Proxies properly executed and received in time for the Meeting will be voted.
The close of business on April 22, 1996, has been fixed as the record date
for the determination of the stockholders entitled to notice of, and to vote at
the Meeting. There were outstanding as of the close of business on April 22,
1996 and entitled to notice of, and to vote at the Meeting 949,657 shares of
Common Stock and 304,137 shares of Class B Stock. Each outstanding share of
Common Stock shall be entitled to one vote on all matters voted on at the
Meeting and each outstanding share of Class B Stock is entitled to ten votes on
all matters voted on at the Meeting. The holders of Common Stock and Class B
Stock vote together on the proposals to adopt the amendment adding additional
shares to the 1995 Stock Option Plan and recommend the independent auditors.
With respect to the election of directors, the holders of Common Stock have the
right to elect 25% of the total number of directors rounded up to the next
highest whole number, and holders of Class B Stock elect the balance of the
Board. At the 1996 Annual Meeting one (1) director will be elected by the
holders of Common Stock and two (2) directors will be elected by the holders of
Class B Stock.
Unless otherwise specified, the proxies in the accompanying form will be
voted in favor of all of the proposals set forth in the Notice of Annual
Meeting. In the discretion of the proxyholders, the proxies will also be voted
for or against such other matters as may properly come before the Meeting. The
Board of Directors is not aware that any other matters are to be presented for
action at the Meeting.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as of April 15, 1996 (or such
other date specified) with respect to the beneficial ownership of the
Corporation's Class B Stock and Common Stock by (i) each person known by the
Corporation to own more than 5% of the Corporation's outstanding Class B Stock
and/or Common Stock and who is deemed to be such beneficial owner of the
Corporation's Class B Stock and Common Stock under Rule 13d-3(a)(ii); (ii) each
person who is a director of the Corporation; (iii) each named executive in the
Summary Compensation Table; and (iv) all persons as a group who are executive
officers and directors of the Corporation, and as to the percentage of
outstanding shares held by them on that date.
<TABLE>
<CAPTION>
AMOUNT PERCENT
BENEFICIALLY PERCENT OF ALL
NAME, STATUS & MAILING ADDRESS TITLE OF CLASS OWNED OF CLASS CLASSES
- - ------------------------------------------ --------------------- ------------ -------- -------
<S> <C> <C> <C> <C>
Richard Brandt............................ Class B Stock 191,357(1) 62.92% 15.26%
Chairman of the Board of Directors & Common Stock 12,500(1) 1.30% 0.99%
beneficial owner of more than 5% of the acquirable
Corporation's Class B Stock
110 Richards Avenue
Norwalk, CT 06856-5090
The TCW Group, Inc........................ Common Stock 92,900(2) 9.78% 7.41%
Beneficial owner of more than 5% of the
Corporation's Common Stock
865 South Figueroa Street
Los Angeles, CA 90017
Gabelli Funds, Inc........................ Common Stock 135,952(3) 14.32% 10.84%
Beneficial owner of more than 5% of the Common Stock 82,677(3) 8.01% 6.19%
Corporation's Common Stock acquirable
One Corporate Center
Rye, NY 10580-1434
Ryback Management Corporation............. Common Stock 135,354(4) 12.47% 9.74%
Lindner Dividend Fund acquirable
Beneficial owner of more than 5% of the
Corporation's Common Stock
7711 Carondelet Avenue
Box 16900
St. Louis, MO 63105
Jean Firstenberg.......................... Common Stock 920(5) * *
Director and Common Stock
110 Richards Avenue acquirable
Norwalk, CT 06856-5090
Allan Fromme.............................. Class B Stock 2,013 * *
Director Common Stock 400(6) * *
110 Richards Avenue
Norwalk, CT 06856-5090
Robert Greenes............................ Common Stock 2,556 * *
Director
110 Richards Avenue
Norwalk, CT 06856-5090
Victor Liss............................... Class B Stock 9,728 3.20% *
Director, Vice Chairman, President Common Stock 29,033(7) 2.97% 2.26%
and Chief Executive Officer and Common Stock
110 Richards Avenue acquirable
Norwalk, CT 06856-5090
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
AMOUNT PERCENT
BENEFICIALLY PERCENT OF ALL
NAME, STATUS & MAILING ADDRESS TITLE OF CLASS OWNED OF CLASS CLASSES
- - ------------------------------------------ --------------------- ------------ -------- -------
<S> <C> <C> <C> <C>
Howard S. Modlin.......................... Class B Stock 2,812(8) * *
Director Common Stock 1,000(8) * *
445 Park Avenue acquirable
New York, NY 10022
Steven Baruch............................. Common Stock and 600(9) * *
Director Common Stock
110 Richards Avenue acquirable
Norwalk, CT 06856-5090
Matthew Brandt............................ Class B Stock 21,700 7.13% 1.73%
Director Common Stock 1,000(10) * *
110 Richards Avenue acquirable
Norwalk, CT 06856-5090
Thomas Brandt............................. Class B Stock 21,700 7.13% 1.73%
Director Common Stock 1,000(11) * *
110 Richards Avenue acquirable
Norwalk, CT 06856-5090
Gene Jankowski............................ Common Stock 2,500(12) * *
Director and Common Stock
110 Richards Avenue acquirable
Norwalk, CT 06856-5090
Michael R. Mulcahy........................ Common Stock 6,616(13) * *
Executive Vice President and Common Stock
110 Richards Avenue acquirable
Norwalk, CT 06856-5090
Karl P. Hirschauer........................ Common Stock 2,629(14) * *
Senior Vice President and Common Stock
110 Richards Avenue acquirable
Norwalk, CT 06856-5090
All directors and executive officers as a Class B Stock 249,310(15) 81.97% 19.88%
group (14 persons)...................... Common Stock 67,027(15) 6.59% 5.07%
and Common Stock
acquirable
</TABLE>
- - ---------------
(1) The amount includes 12,500 shares of Common Stock acquirable upon exercise
of stock options in the 60 days following April 15, 1996. It does not
include 4,232 shares of Class B Stock owned by Mrs. Brandt.
(2) Based on Schedule 13G, Amendment No. 1, dated February 16, 1996 filed by
such parent holding company and Robert Day who is deemed to control The TCW
Group, Inc. and also deemed a parent holding company, The TCW Group, Inc.
has sole voting power and sole dispositive power over all such 92,900
shares.
(3) Based on Schedule 13D, Amendment No. 16, dated November 10, 1995, this
amount includes 82,677 shares of Common Stock acquirable upon conversion of
$1,050,000 principal amount of the Corporation's 9% Convertible
Subordinated Debentures due 2005 (the "9% Debentures"). All securities are
held as agent for the account of various investment company fund accounts
managed by the reporting persons. Except under certain conditions, Gabelli
Funds, Inc., Gamco Investors, Inc. and Gabelli International Limited,
respectively, have sole voting power and sole dispositive power over
168,186, 48,543 and 1,900 shares of Common Stock or a maximum aggregate
218,629 shares of Common Stock if the 9% Debentures were converted into
Common Stock.
(4) Based on Schedule 13G, Amendment No. 2, dated January 25, 1996 filed by
Ryback Management Corporation, a registered investment adviser, this amount
includes 135,354 shares of Common Stock acquirable upon conversion of
$1,719,000 principal amount of the 9% Debentures held by the Lindner
3
<PAGE> 6
Dividend Fund, a separate series of the Lindner Investment Series Trust, a
registered investment company. Such investment adviser has sole voting
power and sole dispositive power over the maximum 135,354 shares of Common
Stock if the 9% Debentures were converted into Common Stock.
(5) The amount includes 500 shares of Common Stock acquirable upon exercise of
stock options in the 60 days following April 15, 1996.
(6) Dr. Fromme is Mr. Richard Brandt's brother-in-law. The amount does not
include 3,937 shares of Common Stock acquirable upon conversion of $50,000
principal amount of the 9% Debentures owned by Mrs. Fromme.
(7) The amount includes 28,000 shares of Common Stock acquirable upon exercise
of stock options in the 60 days following April 15, 1996.
(8) The amount includes 1,000 shares of Common Stock acquirable upon exercise
of stock options in the 60 days following April 15, 1996. It does not
include 3,460 shares of Class B Stock owned by Mr. Modlin's immediate
family.
(9) The amount includes 500 shares of Common Stock acquirable upon exercise of
stock options in the 60 days following April 15, 1996.
(10) The amount includes 1,000 shares of Common Stock acquirable upon exercise
of stock options in the 60 days following April 15, 1996.
(11) The amount includes 1,000 shares of Common Stock acquirable upon exercise
of stock options in the 60 days following April 15, 1996.
(12) The amount includes 500 shares of Common Stock acquirable upon exercise of
stock options in the 60 days following April 15, 1996.
(13) The amount includes 4,000 shares of Common Stock acquirable upon exercise
of stock options in the 60 days following April 15, 1996.
(14) The amount includes 2,000 shares of Common Stock acquirable upon exercise
of stock options in the 60 days following April 15, 1996.
(15) The amount includes 55,000 shares of Common Stock which members of the
group have the right to acquire by exercise of stock options (including
director stock options) in the 60 days following April 15, 1996; it does
not include an aggregate 7,692 shares of Class B Stock or 2.53% set forth
in footnotes 1 and 8 above or 3,937 shares of Common Stock acquirable upon
conversion of the 9% Debentures set forth in footnote 6 above.
* Less than 1%
4
<PAGE> 7
ELECTION OF DIRECTORS
The Board of Directors of the Corporation is divided into three classes
with the term of office of one of the three classes of directors expiring each
year and with each class being elected for a three-year term. Two (2) Class B
Stock directors and one (1) Common Stock director are to be elected at the June
20, 1996 Annual Meeting for a three (3) year term, in each case until their
successors have been elected and qualified. Messrs. Matthew Brandt and Howard S.
Modlin, Class B Stock designees nominated for election as directors for a three
(3) year term, were respectively elected a director of the Corporation at the
1994 and 1993 Annual Meetings of Stockholders; Mr. Robert Greenes, the nominee
as Common Stock director for a three (3) year term, was elected a director of
the Corporation at the 1993 Annual Meeting of Stockholders.
Set forth opposite the name of the nominees and each director is their
principal occupation for the past five years, age, the name and principal
business of any corporation or other organization in which such employment is
carried on, certain other directorships held, the year first elected as a
director and the year in which the term of office for which they are a nominee
or the term of office of such person will expire.
<TABLE>
<CAPTION>
FIRST
BECAME TERM
NAME PRINCIPAL OCCUPATION, OTHER DIRECTORSHIPS AND AGE DIRECTOR EXPIRES
- - ---------------------- -------------------------------------------------------- -------- -------
<S> <C> <C> <C>
NOMINEES -- THREE-YEAR TERM
CLASS B DIRECTORS
Matthew Brandt........ Vice President of Trans-Lux Corporation and Senior Vice 1994 1999
President of its Entertainment Subsidiaries since 1991;
prior thereto Vice President since 1990 of its
Entertainment Subsidiaries; Director of the National
Association of Theatre Owners; 32
Howard S. Modlin...... Attorney and member of the firm Weisman Celler Spett & 1975 1999
Modlin, P.C.; Director of Fedders Corporation and
General DataComm Industries, Inc.; 64
COMMON STOCK DIRECTOR
Robert Greenes........ Vice Chairman of the Executive Committee of Trans-Lux 1971 1999
Corporation; President of Petroconsult, Inc.; President
of East Coast Energy Council; formerly President and
Chief Executive Officer of Public Fuel Service Inc. and
all of its subsidiaries; 75
DIRECTORS -- TWO-YEAR REMAINING TERM
CLASS B DIRECTORS
Richard Brandt........ Chairman of the Board, formerly President and Chief 1954 1998
Executive Officer of Trans-Lux Corporation; Director of
Presidential Realty Corporation; Vice Chairman and
Trustee of The College of Santa Fe; Chairman Emeritus
and Trustee of the American Film Institute; Trustee of
American Theatre Wing; 68
Jean Firstenberg...... Director of the American Film Institute since 1980; 1989 1998
Trustee of Boston University; 60
Victor Liss........... Vice Chairman of the Board, President, and Chief 1988 1998
Executive Officer, formerly Co-Chief Executive Officer,
Executive Vice President, Chief Financial Officer and
Secretary of Trans-Lux Corporation; Director of Blue
Cross & Blue Shield of Connecticut, Inc. and First Union
Bank of Connecticut; Trustee of Norwalk Hospital and
Norwalk Community Technical College Foundation, Inc.; 59
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
FIRST
BECAME TERM
NAME PRINCIPAL OCCUPATION, OTHER DIRECTORSHIPS AND AGE DIRECTOR EXPIRES
- - ---------------------- -------------------------------------------------------- -------- -------
<S> <C> <C> <C>
COMMON STOCK DIRECTOR
Gene Jankowski........ Chairman of Jankowski Communications System, Inc. since 1994 1998
1990; formerly President and Chairman of the CBS
Broadcast Group; Adjunct Professor Telecommunications
for Michigan State University; Chairman Emeritus of the
American Film Institute; Director of The Advertising
Educational Foundation and the Silvermine Art Center;
and advisor to the World Press Freedom Foundation; 61
DIRECTORS -- ONE-YEAR REMAINING TERM
CLASS B DIRECTORS
Thomas Brandt......... Vice President of Trans-Lux Corporation and Senior Vice 1994 1997
President of its Entertainment Subsidiaries since 1991;
prior thereto Vice President since 1990 of its
Entertainment Subsidiaries; 32
Allan Fromme.......... Psychologist, Author, Consultant and Chairman of the 1958 1997
Executive Committee of Trans-Lux Corporation; 80
COMMON STOCK DIRECTOR
Steven Baruch......... Executive Vice President of Presidential Realty 1994 1997
Corporation; producer of various theatrical productions
among them Driving Miss Daisy, Angels in America, Love
Letters and the Broadway revivals of Damn Yankees,
Smokey Joe's Cafe and A Funny Thing Happened on the Way
To The Forum; 57
</TABLE>
6
<PAGE> 9
EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the compensation paid
or awarded for the fiscal years ended December 31, 1995, 1994 and 1993 to the
Corporation's five most highly compensated executive officers and the Chairman
of the Board whose compensation exceeded $100,000 for the fiscal year ended
December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
-------------------------------- COMPENSATION
OTHER ------------ ALL OTHER
ANNUAL OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION GRANTED(#) ($)(1)
- - --------------------------------- ---- ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Richard Brandt, Chairman of...... 1995 -- 78,618 368,146 -- 57,549
the Board, former Chief and 1994 -- 73,491 363,380 -- 116,535
Co-Chief Executive Officer(2) 1993 -- 57,694 349,242 12,500 96,615
Victor Liss, Chief Executive..... 1995 228,037 106,230 -- 5,000 1,888
Officer, President and Vice 1994 196,915 133,753 -- 10,000 1,888
Chairman 1993 168,244 67,694 -- 10,000 1,958
Michael R. Mulcahy, Executive.... 1995 166,593 21,458 -- 1,500 --
Vice President, former 1994 130,261 28,124 -- 3,500 --
Senior Vice President and Vice 1993 129,689 -- -- 500 --
President of Sales
Karl P. Hirschauer............... 1995 98,654 5,000 -- 1,000 --
Senior Vice President, 1994 91,212 6,719 -- 1,000 --
former Vice President of 1993 91,859 -- -- 500 --
Engineering
</TABLE>
- - ---------------
(1) There are no restricted stock awards, stock appreciation rights or deferred
long-term incentive payouts. The amounts reflected for Mr. Liss are payments
by the Corporation for split dollar life insurance premiums.
(2) The Chairman is not an executive officer under the Corporation's by-laws and
the bonuses and other annual compensation constitute consulting fees and
other payments under his consulting agreement with the Corporation.
COMPENSATION COMMITTEE REPORT
All matters concerning executive compensation for Mr. Victor Liss, the
Chief Executive Officer, and other executive officers are considered by the
Corporation's Compensation Committee. The salary levels are intended to be
consistent with competitive practice and level of performance. In determining
the total compensation to be paid to the Chief Executive Officer and all other
executive officers, the Compensation Committee considers management's
recommendation based upon past salary levels, contractual obligations where
applicable, experience, capability, duties, normal salary increase levels in
past years, and the Corporation's and respective individual's performance during
the last fiscal year. The Chief Executive Officer's compensation is based upon
the above factors and includes profit participation and bonuses as described in
the section on Employment and Consultant Agreements. Mr. Liss' responsibilities
were increased in September 1993 when the then President resigned. His contract
was amended in 1994 to increase his salary by $15,000 for each year through
1997, increase the profit participation from 3/4% in 1994, 7/8% in 1995 and
1996 and 1% in 1997 to 1 1/2% in each such year and increase the bonus formula
to a percentage of earnings and not fixed amounts at each progressive level plus
a one time bonus of $15,000 in 1994.
7
<PAGE> 10
RETIREMENT PLAN AND SUPPLEMENTAL RETIREMENT BENEFITS
There was a cash contribution of $98,816 for the group to the Corporation's
retirement plan for 1995. The amounts set forth for All Other Compensation
include $96,615, $116,535 and $57,549 paid to Mr. Richard Brandt for tax
equalization payments in 1993, 1994 and 1995, respectively, under his consulting
agreement primarily resulting from limitations placed on the Plan by the
Internal Revenue Code. Under the supplemental retirement arrangement with Mr.
Liss, $15,000, $95,475 and $43,723 was accrued but not paid in 1993, 1994 and
1995, respectively.
The Corporation's retirement plan covers all salaried employees over age 21
with at least one year of service who are not covered by a collective bargaining
agreement to which the Corporation is a party. The following table presents
estimated retirement benefits payable at normal retirement date, which normally
is age 65. The amounts shown include estimated Social Security benefits which
would be deducted in calculating benefits payable under such Plan.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS
BASED ON CREDITED SERVICE YEARS
FINAL AVERAGE SALARY FOR HIGHEST FIVE OF ----------------------------------------------------
THE TEN YEARS PRECEDING RETIREMENT 10 20 30 35 40
- - ------------------------------------------ ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
$100,000.................................. 15,000 30,000 45,000 52,500 60,000
125,000.................................. 18,750 37,500 56,250 65,625 75,000
150,000.................................. 22,500 45,000 67,500 78,750 90,000
200,000**................................ 30,000 60,000 90,000 105,000 120,000*
</TABLE>
As of January 1, 1996, Messrs. Victor Liss, Michael R. Mulcahy and Karl P.
Hirschauer had 27, 28 and 16 years of credited service, respectively.
- - ---------------
* Maximum legislated annual benefits payable from qualified pension plan.
** $235,840 is the legislated annual cap on compensation for 1993 and $150,000
is the limit for subsequent years.
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN ("TRASOP")
In 1980 the Board adopted, as of January 1, 1980, a TRASOP, which was
amended to conform to the provisions of the Internal Revenue Code, under which
the Corporation contributed an amount equivalent to 0.5% of the payroll of
eligible participants to a Trustee for the purchase of Common Stock of the
Corporation. No contributions are required of participating employees. Due to an
offsetting tax credit permitted through 1986, there was no cost to the
Corporation. No contribution was made to the TRASOP for the years 1987 through
1994 and the TRASOP terminated in December 1994 and stock or cash was
distributed. Eligibility for such plan was based on three years continuous
employment and account distributions were made in the Corporation's Common Stock
or Class B Stock or cash upon termination of employment, termination of the
plan, death, total disability or 84 months after the month in which shares were
allocated.
CERTAIN TRANSACTIONS
During the year 1995, $265,000 in fees for legal services rendered were
paid by the Corporation to the law firm of which Mr. Howard S. Modlin is a
partner.
EMPLOYMENT AND CONSULTANT AGREEMENTS
The Corporation has a consulting agreement with Mr. Richard Brandt
effective December 31, 1992, when he retired, providing consultation fees at the
annual rate of $240,000 during the term expiring December 31, 2002. In addition,
Mr. Brandt is entitled to additional consulting fees per annum of $90,000 for
five years (subject to extension by Mr. Brandt) if Mr. Brandt performs a minimum
of 35 hours per month. Such rates are subject to CPI adjustments commencing
January 1, 1994 and such increases effective January 1, 1994 and 1995 were 2.7%
in each year and 2.5% in 1996. Mr. Brandt has 12,500 non-incentive
8
<PAGE> 11
stock options granted on January 1, 1993 at $7.50 per share and he has waived
2,500 stock options under the Non-Employee Director Stock Option Plan. In
addition, Mr. Brandt is entitled to receive as a profit participation for each
year during the term of the agreement an amount equal to 3/4 of 1% of the
Corporation's pre-tax consolidated earnings for each fiscal year during the term
thereof. The Board of Directors of the Corporation, upon the recommendation of
the Compensation Committee, shall grant Mr. Brandt a bonus for each year during
the term as follows: $5,000 if the Corporation's pre-tax consolidated earnings
meet or exceed $250,000; $10,000 if earnings meet or exceed $500,000; $15,000 if
earnings meet or exceed $750,000; $20,000 if earnings meet or exceed $1,000,000;
$31,250 if earnings meet or exceed $1,250,000; $37,500 if earnings meet or
exceed $1,500,000; $43,750 if earnings meet or exceed $1,750,000; $50,000 if
earnings meet or exceed $2,000,000; and over $2,000,000, $50,000 plus 2 1/2% of
each full increment of $250,000 over $2,000,000, up to a maximum of $125,000.
Such pre-tax consolidated earnings shall not include any defined extraordinary
or unusual items of gain or loss (such gains and losses are not offset for this
purpose) as determined by generally accepted accounting principles to the extent
such item exceeds 20% of net book value. The Board of Directors may, in any
event, even if the breakpoint for any year is not achieved, grant Mr. Brandt the
aforesaid bonus or a portion thereof for such year. The agreement further
provides that if Mr. Brandt is unable to perform by reason of his disability,
then the Corporation will continue to pay to Mr. Brandt the fees he was
receiving at the time of the occurrence of such disability, plus the profit
participation and bonus he would have received if such disability had not
occurred. In the event Mr. Brandt dies, the Corporation shall pay his widow and
children the consulting fees payable to him for the balance of the term. In
accordance with the terms of the consulting agreement, the Corporation has
purchased a life insurance policy on the life of Mr. Brandt, in the face amount
of $250,000. During 1995 the Corporation agreed to loan on an annual basis a
substantial portion of the $29,765 annual premium of split dollar second to die
life insurance policies on the lives of Mr. Brandt and his wife in the amount of
$1,500,000. The loan is secured by the proceeds of such policy and $28,701 was
loaned during July 1995. During the term of the agreement, the Corporation
agreed to use its best efforts to the end that Mr. Brandt continues to be
elected Chairman of the Board and a director of the Corporation and a member of
its Executive Committee. A failure to elect Mr. Brandt to such positions shall,
upon Mr. Brandt's option, constitute a material breach of the agreement and
entitle him to receive the annual fees and additional fees for the remaining
term in one lump sum payment within ten (10) days of his notice, plus the other
bonus and profit participation amounts at the times provided for in the
agreement.
The Corporation has an employment agreement with Mr. Victor Liss for a term
expiring December 31, 1997, which provides for compensation at the annual rate
of $195,000 for 1995, $205,000 for 1996 and $215,000 for 1997. As part of the
agreement, Mr. Liss was granted an incentive stock option on January 1, 1993 to
purchase 10,000 shares of Common Stock at $7.5625 per share. Mr. Liss is
entitled to receive as a profit participation 1 1/2% of the Corporation's
pre-tax consolidated earnings for the fiscal years 1995, 1996 and 1997. The
Board of Directors, upon the recommendation of the Compensation Committee, shall
grant Mr. Liss a bonus for 1995 through 1997 of 2% of pre-tax consolidated
earnings if earnings are $250,000 up to $1,000,000 and 2 1/2% of total if over
$1,000,000 with a maximum of $125,000 for any year. In addition to the aforesaid
bonus, Mr. Liss is entitled to receive an additional bonus of $10,000 if pre-tax
consolidated earnings for 1996 and/or 1997 exceed $1,000,000, and if such
pre-tax consolidated earnings exceed $2,000,000, a bonus of $25,000 in lieu of
the $10,000 bonus. Such pre-tax consolidated earnings shall not include any
defined extraordinary or unusual items of gain or loss (such gains and losses
are not offset for this purpose) as determined by generally accepted accounting
principles to the extent such item exceeds 20% of net book value. The agreement
further provides that if Mr. Liss is disabled, the Corporation will pay to him
50% of the salary he is entitled to receive for the duration of the disability
during the term but in no event less than twenty-four (24) months. In the event
Mr. Liss dies during the term of said agreement, the Corporation shall pay to
his widow death benefits in an amount equal to 50% of his then annual salary
plus 50% of profit participation and bonus for the immediate preceding fiscal
year, but in no event less than twenty-four (24) nor more than forty-two (42)
months' salary. The Corporation has purchased a life insurance policy in the
amount of $75,000 in favor of Mr. Liss' beneficiary and will reimburse him for
the cost of an additional $175,000 of life insurance and the cost of $5,000
monthly long-term disability insurance coverage plus paid the one time cost of
up to $5,000 for personal tax planning. During the period January 1, 1996
through June 30, 1996, Mr. Liss may request the Corporation to renegotiate the
agreement for 1997 and in accordance with such provision of
9
<PAGE> 12
the agreement, Mr. Liss has requested such renegotiation. If no new terms are
agreed on, Mr. Liss has the right to cancel the agreement effective as of
January 1, 1997 by giving notice on or before August 1, 1996 and if he is not
elected co-chief executive officer or chief executive officer and a member of
the Board and Executive Committee, he may cancel the agreement on 120 days
notice.
The Corporation has an employment agreement with Mr. Michael R. Mulcahy for
a term expiring May 31, 1998, as amended in 1995, which provides for
compensation at the annual rate of $135,000 during the period June 1, 1995
through May 31, 1996, $145,000 during the period June 1, 1996 through May 31,
1997 and $155,000 during the period June 1, 1997 through May 31, 1998. The
agreement also provides for sales override commissions not to exceed $50,000 for
calendar year 1995, $55,000 for calendar year 1996, $60,000 for calendar year
1997, and $25,000 for January 1 through May 31, 1998 plus an additional bonus
based on a formula if bonus sales goals are exceeded, not to be paid on amounts
which exceed twice the mutually agreed goal. The Board of Directors of the
Corporation, upon the recommendation of the Compensation Committee shall grant
Mr. Mulcahy a bonus for each year during the term if the Corporation's pre-tax
consolidated earnings meet or exceed $250,000 and each $125,000 incremental
level up to $3,000,000, not to exceed $30,000 for 1995, 1996 and 1997 and
$12,500 for 1998. Such pre-tax consolidated earnings shall not include any
defined extraordinary or unusual items of gain or loss (such gains and losses
are not offset for this purpose) as determined by generally accepted accounting
principles to the extent such item exceeds 20% of net book value. In the event
Mr. Mulcahy is disabled, the Corporation will pay him 35% of the salary he is
entitled to receive for the duration of the disability during the term of said
agreement or 18 months, whichever is greater. In the event Mr. Mulcahy dies
during the term of said agreement the Corporation shall pay to his widow death
benefits in an amount equal to 40% of his then annual salary for 18 months. The
agreement also provides for severance pay if Mr. Mulcahy leaves the employ of
the Corporation at the end of any term (unless discharged for cause) at the rate
of 50% of his then annual salary for eighteen (18) months. The Corporation has
purchased a separate life insurance policy in the amount of $75,000 in favor of
Mr. Mulcahy's beneficiary and paid him a one time performance bonus of $10,000
following execution of the agreement in 1994.
The Corporation has an employment agreement with Mr. Karl P. Hirschauer for
a term expiring December 31, 1996, which provides for compensation at the annual
rate of $100,000 during 1996. The Board of Directors of the Corporation, upon
the recommendation of the Compensation Committee shall grant Mr. Hirschauer a
bonus for 1996 if the Corporation's pre-tax consolidated earnings meet or exceed
$250,000 and each $125,000 incremental level up to $11,000,000, not to exceed
$20,000. Such pre-tax consolidated earnings shall not include any defined
extraordinary or unusual items of gain or loss (such gains and losses are not
offset for this purpose) as determined by generally accepted accounting
principles to the extent such item exceeds 20% of net book value. In the event
Mr. Hirschauer is disabled, the Corporation will pay him 35% of the salary he is
entitled to receive for the duration of the disability during the term of said
agreement. In the event Mr. Hirschauer dies during the term of said agreement
the Corporation shall pay to his widow death benefits in an amount equal to 35%
of his then annual salary for 18 months or the balance of the term, whichever is
less.
Messrs. Matthew Brandt and Thomas Brandt, directors, Vice Presidents of the
Corporation and sons of Mr. Richard Brandt and nephews of Dr. Allan Fromme, are
each employed by the Corporation at an annual rate of compensation of $82,500
plus a bonus of 1/4 of 1% of the Corporation's pre-tax consolidated earnings.
LOANS
During 1989, 1990, 1991, 1994 and 1995 Trans-Lux Investment Corporation
loaned $46,795 in each year and $9,615 in 1992 for an aggregate of $243,590,
plus accrued interest, which is presently outstanding, to Dr. Allan Fromme,
Chairman of the Executive Committee, to pay for premiums on a life insurance
policy on his life. The Corporation has received an assignment of the policy as
collateral for such loan which had an interest rate adjusted periodically from
5.15% to 5.75% during 1995 based on the bank 90-day certificate of deposit rate
and agreed to loan an additional $46,795 to pay the annual premium for 1996.
10
<PAGE> 13
STOCK OPTION PLAN AND STOCK OPTIONS
The Corporation has two incentive stock option plans adopted by the
stockholders in 1992 and 1995 and a proposal to add additional shares to the
1995 Plan to be considered at the Annual Meeting which plans provide for the
grant of incentive stock options at fair market value or 110% of fair market
value on date of grant to employees. Options outstanding are exercisable during
the period one year to ten years after date of grant and while the holder is in
the employ of the Corporation. The following tables set forth information as to
certain executive officers and the Chairman of the Board of the Corporation with
respect to value realized on exercise of options, stock options granted pursuant
to the existing plans during 1995, the potential gain that could be realized if
the fair market value of the Corporation's Common Stock were to appreciate at a
5% or 10% annual rate over the ten (10) year period of the option term and
fiscal year end option values.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
% OF
TOTAL POTENTIAL
OPTIONS REALIZABLE VALUE
GRANTED TO EXERCISE AT ASSUMED
EMPLOYEES OR BASE ANNUAL RATES OF
OPTIONS IN FISCAL PRICE ($) EXPIRATION STOCK PRICE
NAME GRANTED(#) YEAR PER SHARE DATE APPRECIATION FOR
- - -------------------------------- ---------- ---------- --------- ---------- OPTION TERM
-----------------
5% ($)
------
10% ($)
-------
<S> <C> <C> <C> <C> <C> <C>
Victor Liss..................... 5,000 18.4% 8.125 07/26/05 26,000 65,000
Michael R. Mulcahy.............. 1,500 5.5% 8.125 07/26/05 8,000 19,000
Karl P. Hirschauer.............. 1,000 3.7% 8.125 07/26/05 5,000 13,000
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR ("FY") END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTION EXERCISES OPTIONS AT OPTIONS AT
-------------------------- FY-END (#) FY-END ($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
- - ------------------------------------- ----------- ---------- ------------- ----------------
<S> <C> <C> <C> <C>
Richard Brandt....................... -- -- 12,500/ -- 6,250/--
Victor Liss.......................... -- -- 28,000/5,000 17,875/--
Michael R. Mulcahy................... 2,000 2,063 4,000/1,500 --/--
Karl P. Hirschauer................... -- -- 2,000/1,000 844/--
</TABLE>
- - ---------------
(1) Market value of underlying securities at FY-End, minus the exercise price.
11
<PAGE> 14
FIVE YEAR CORPORATE PERFORMANCE GRAPH
The following graph compares the Corporation's total stockholder return
over the five fiscal years ended December 31, 1995 with the total return on the
American Stock Exchange Market Value Index ("AMEX MKT") and The American Stock
Exchange New England Regional Index ("AMEX NE"). The stockholder return shown on
the graph as "TLX" is not intended to be indicative of future performance of the
Corporation's Common Stock.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) AMEX MKT AMEX NE TLX
<S> <C> <C> <C>
1990 100 100 100
1991 128 134 111
1992 130 151 174
1993 155 152 209
1994 141 169 209
1995 178 233 186
</TABLE>
* Cumulative total return assumes reinvestment of dividends.
** Peer group consists of the AMEX NE. Assumes $100 investment at the close of
trading on the last trading day preceding the first day of the fifth
preceding fiscal year in TLX Common Stock, AMEX MKT and AMEX NE.
PROPOSED AMENDMENT TO THE 1995 STOCK OPTION PLAN
The 1995 Stock Option Plan ("1995 Plan") was adopted by the stockholders at
the 1995 Annual Meeting of Stockholders. It is intended to provide an incentive
to key employees, including officers and directors who are employees of the
Corporation and its subsidiaries, and to offer an inducement in obtaining the
services of key personnel. The 1995 Plan is in addition to the Corporation's
existing 1992 Stock Option Plan. At the 1996 Annual Meeting it is intended that
an additional 50,000 shares be authorized for grant under the 1995 Plan.
Options granted under the 1995 Plan may be either "incentive stock options"
within the meaning of Section 422A of the Internal Revenue Code of 1986 ("Code")
as amended or non-statutory options. The 1995 Plan is not qualified under
Section 401(a) of the Code and is not subject to the Employee Retirement Income
Security Act of 1974.
12
<PAGE> 15
SUMMARY OF THE PLAN
The basic provisions of the 1995 Plan are as follows:
1. Fifty thousand (50,000) shares of the Common Stock, $1.00 par value,
and/or Class A Stock, $1.00 par value, if a certificate of amendment to the
Certificate of Incorporation is filed creating Class A Stock of the Corporation
authorized at the 1995 Annual Meeting of Stockholders, are authorized for
issuance under the Plan, which number of shares is subject to adjustment by
reason of certain specified changes in the capitalization of the Corporation. An
additional 50,000 shares will be available if the stockholders approve this
proposal. Of such 100,000 total as of April 15, 1996, 23,800 options have been
granted and are outstanding and 76,200 options remain available for grant,
including the additional 50,000 subject to stockholder approval.
2. The 1995 Plan is administered by the Compensation Committee of the Board
of Directors which reports to the Board of Directors with respect to the names
of employees to be granted stock options, the number of shares covered by each
option, the applicable option prices, the type of option and class of stock
subject to the option. Options granted to persons who are not subject to Section
16 of the Securities Exchange Act of 1934 shall be adopted by resolution of the
Board of Directors and options granted to persons subject to Section 16 shall be
adopted by resolution of the Compensation Committee.
3. The granting of an option under the 1995 Plan takes place whenever the
Board of Directors or the Compensation Committee, as the case may be, by
resolution makes such grant, designates the person for the receipt of the option
and such option is evidenced by an appropriate Stock Option Contract executed by
the Corporation and the employee.
4. The 1995 Plan terminates on March 9, 2005, and no option shall be
granted under the 1995 Plan after that date.
5. The option price at which non-statutory stock options may be granted
shall be the fair market value of the Common Stock and/or Class A Stock on the
date the option is granted or such greater or lesser price as determined by the
Compensation Committee, as the case may be. The option price at which incentive
stock options may be granted shall not be less than the fair market value of the
Common Stock and/or Class A Stock on the date the option is granted, except that
if the optionee owns more than 10% of the total combined voting power of the
Corporation on the date of grant, the exercise price of such option shall be not
less than 110% of the market price for said shares on the date of grant.
6. The maximum term of each non-statutory stock option shall be for a
period not exceeding ten (10) years from the date of grant thereof and the term
of each incentive stock option shall likewise be for a period not exceeding ten
(10) years from the date of grant thereof (but only five (5) years if the
optionee owns more than 10% of the voting power).
7. Except in limited situations as expressly provided in the 1995 Plan, no
option granted under the 1995 Plan may be exercised during the life of the
optionee, unless the optionee remains in the continuous employ of the
Corporation or one of its subsidiaries from the date of grant to the date of
exercise. The option shall be exercisable in whole or in part, from time to
time, during the term thereof, as may be determined by the Compensation
Committee and stated in the option, provided, however, that unless otherwise
permitted by the Compensation Committee, no option may be exercised prior to the
first anniversary of the date of grant of such option.
8. Payment for shares purchased will be made in full in cash or by the
surrender of shares of Common Stock or Class A Stock, as the case may be, of the
Corporation valued at the market price for such shares at the time of exercise
of the option under the 1995 Plan.
9. If an optionee holds more than one (1) incentive or non-statutory stock
option under the 1995 Plan or 1992 Plan the options may be exercised by the
optionee in any order.
13
<PAGE> 16
FEDERAL INCOME TAX CONSEQUENCES
Tax Aspects -- Non-Statutory Stock Options
Messrs. Weisman Celler Spett & Modlin, P.C., the Corporation's legal
counsel, have advised that under existing Treasury regulations, with respect to
non-statutory stock options, (i) an optionee will not realize taxable income
upon the grant of an option; (ii) the difference between the option price and
the fair market value of the shares on the date of exercise is taxable as
ordinary income to the optionee at the time of exercise and is allowable to the
Corporation, as an income tax deduction; (iii) the ordinary income to the
optionee will be treated as compensation to the optionee which is subject to
income tax withholding by the Corporation; (iv) the optionee will take a basis
in the shares for tax purposes equal to the sum of the option price plus the
amount of his or her ordinary income; and (v) any gain or loss on a subsequent
sale of the shares, which will equal the difference between the sales proceeds
and the optionee's tax basis in the shares, will be capital gain or loss at the
time of sale.
Tax Aspects -- Incentive Stock Options
The Corporation has also been advised by such legal counsel that the
Federal income tax consequences of incentive stock options under present law are
generally as follows: if an option is an incentive stock option, the optionee
will recognize no income upon grant or exercise (except for purposes of
computing alternative minimum tax described below) of the incentive stock option
and as such, the Corporation will not be allowed a deduction for Federal tax
purposes as it would in the case of the exercise of a non-statutory stock
option. Upon the sale of the shares by the optionee (assuming that the sale
occurs no sooner than two (2) years after grant of the option and one (1) year
after exercise of the option), any gain will be capital gain to the optionee.
In order for an option to qualify as an incentive stock option, (i) the
option must be granted pursuant to a plan which includes the aggregate number of
shares which may be issued under options and the employees (or class of
employees) eligible to receive options; (ii) such option is granted within ten
(10) years from the date such plan is adopted, or the date such plan is approved
by the stockholders, whichever is earlier; (iii) the option must be exercised
while the optionee is an employee of the Corporation or a subsidiary of the
Corporation, or no more than three months after the optionee's employment ceases
(twelve (12) months in the case of termination following the optionee's total
disability); (iv) the option may not by its terms be exercisable after the
expiration of ten (10) years from the date it is granted; (v) the option price
must not be less than the fair market value of the stock at the time such option
is granted; (vi) the option plan must be approved by the stockholders within
twelve (12) months after the date such plan is adopted; (vii) the option by its
terms is non-transferable other than upon death of the optionee and is
exercisable only by the optionee during his or her lifetime; (viii) if the
optionee owns more than 10% of the voting power of all classes of the
Corporation's stock at the time the option is granted, the option price must be
at least 110% of the fair market value on the date of grant and the option may
not be exercised after five (5) years from the date of grant; and (ix) under the
terms of the Plan, the aggregate fair market value, determined at time of grant,
of stock for which an employee may exercise incentive stock options for the
first time in any calendar year under all plans cannot exceed $100,000.
For purposes of computing alternative minimum tax the spread between the
fair market value of the stock on the exercise date and the option price is
added to taxable income as an adjustment in computing alternative minimum tax,
and the basis of the acquired stock is fair market value on the date of
exercise.
The selection of officers, executives and employees who will be granted
options, and the number of shares to be offered shall be made by the
Compensation Committee. However, it is presently expected that approximately 40
such persons of whom 7 are executive officers, and/or employee directors, will
be eligible for consideration by the Compensation Committee. The shares will be
held by the optionee for investment unless the Corporation registers the shares
covered by the 1995 Plan under the Securities Act of 1933.
The preceding summary of certain provisions of the 1995 Stock Option Plan
as proposed to be amended is qualified in its entirety by reference to the
complete text of the 1995 Plan which is set forth as Exhibit A of this Proxy
Statement.
14
<PAGE> 17
The affirmative vote of a majority of all of the Common and Class B shares
entitled to vote as a single class is required to approve the amendment to the
1995 Plan authorizing an additional 50,000 shares for issuance thereunder. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
AMENDMENT TO THE 1995 PLAN. IT IS INTENDED THAT PROXIES SOLICITED HEREBY WILL BE
VOTED FOR SUCH AMENDMENT UNLESS THE STOCKHOLDER SPECIFIES OTHERWISE.
SELECTION OF INDEPENDENT AUDITORS
The auditors recommended to be retained by the Board of Directors, Deloitte
& Touche LLP, have advised the Corporation that they have no direct financial
interest or any material indirect financial interest in the Corporation, nor did
they have any connection during the past three years with the Corporation in the
capacity of promoter, underwriter, voting trustee, director, officer or
employee. Such auditors were first retained in 1987 as auditors for the
Corporation's 1987 fiscal year.
Representatives of such auditors are expected to be at the Meeting of the
stockholders and will be permitted to make a statement to stockholders if they
desire and to respond to any appropriate questions addressed by stockholders to
such representatives. The affirmative vote of a majority of the total votes cast
at the Meeting by the holders of Common Stock and Class B Stock combined is
required to approve the proposal to recommend the independent auditors.
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
During 1995, the Board of Directors had five (5) meetings. All directors
attended 75% or more of such meetings and of committees of which they were
members. Non-employee directors receive an annual fee of $3,500 and, effective
January 1, 1996, $950 for each meeting of the Board attended, while employee
directors receive an annual fee of $2,200 and effective January 1, 1996, $450
for each meeting attended.
The members of the Executive Committee of the Board of Directors are
Messrs. Allan Fromme, Chairman, Richard Brandt, Robert Greenes, Victor Liss and
Howard S. Modlin. The Executive Committee is authorized to exercise the powers
of the Board of Directors during the intervals between the meetings of the Board
and is from time to time delegated certain authorizations by the Board in
matters pertaining to the Corporation. The Executive Committee did not hold any
formal meetings in 1995. Members of said Committee receive a fee of $300 for
each meeting of the Committee they attend. Dr. Allan Fromme receives an annual
fee of $12,000 as Chairman of the Executive Committee and for other consulting
services, including his participation in telephonic conferences. Mr. Robert
Greenes receives an annual fee of $6,000 as Vice Chairman of the Executive
Committee and for other consulting services, including his participation in
telephonic conferences.
The members of the Compensation Committee of the Board of Directors are
Messrs. Howard S. Modlin, Chairman, Robert Greenes, Gene Jankowski and Ms. Jean
Firstenberg. The Compensation Committee reviews compensation and other benefits.
The Compensation Committee had two (2) meetings in 1995. Members of said
Committee receive a fee of $300 for each meeting of the Committee they attend
and the Chairman receives an annual fee of $2,500.
The members of the Audit Committee of the Board of Directors are Ms. Jean
Firstenberg, Chairperson and Messrs. Steven Baruch, Robert Greenes and Howard S.
Modlin. The Audit Committee reviews the audit function and material aspects
thereof with the Corporation's independent auditors. Such Committee had two (2)
meetings in 1995. Members of the Audit Committee receive a fee of $300 for each
meeting which they attend and the Chairperson receives an annual fee of $2,500.
The Board of Directors has not established a nominating or similar
committee.
On June 20, 1989, the Board of Directors established a Non-Employee
Director Stock Option Plan covering a maximum of 15,000 shares for grant.
Options are for a period of six years from the date of the grant, are granted at
fair market value on the date of the grant, may be exercised at any time after
one (1) year from
15
<PAGE> 18
the date of the grant while a director and are based on years of service, with a
minimum of 500 stock options for each director, an additional 500 based on five
or more years of service, another 500 based on ten or more years of service and
an additional 1,000 based an twenty or more years of service. In accordance with
the Plan, the Board granted 500, 2,500, 1,500 and 1,500 options respectively to
Jean Firstenberg, Allan Fromme, Robert Greenes and Howard S. Modlin at the fair
market price of $7.4375 per share on June 20, 1989 which, except for Mr.
Greenes' option, expired June 19, 1995 and 500 options to Steven Baruch, Jean
Firstenberg and Gene Jankowski at the fair market value of $9.6875 per share on
May 19, 1995 which are currently outstanding. An additional 1,000 options were
granted to Robert Greenes on June 10, 1991 at the fair market price on such date
of $4.6875 per share. Mr. Greenes exercised such 1,000 options in June 1992 and
the 1,500 options granted in 1989 in June 1995. An additional 1,000 options were
granted to Howard S. Modlin as of April 24, 1995 at the fair market value of
$8.625 per share on such date. Mr. Richard Brandt waived his right to receive
2,500 options upon his retirement as an employee.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Corporation's executive officers and directors are required under
Section 16(a) of the Securities Exchange Act of 1934 to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and American Stock Exchange. Copies of those reports must also be furnished to
the Corporation.
Based solely on a review of the copies of reports furnished to the
Corporation and the Corporation's monthly reporting compliance program, the
Corporation believes that during the preceding year all filing requirements
applicable to executive officers and directors were met except Messrs. Matthew
Brandt and Thomas Brandt, Directors and Frank Daniels and Karl P. Hirschauer,
Senior Vice Presidents, each filed a Form 5 year end report approximately one
month late because they inadvertently failed to report the grant of an incentive
stock option in August 1995 and expiration of another stock option in September
1995.
STOCKHOLDER PROPOSALS -- 1997 ANNUAL MEETING
If any stockholder desires to submit a proposal for action at the 1997
annual meeting, such proposal must be received by the Secretary of the
Corporation on or before December 23, 1996. Nominations for directors at the
1997 annual meeting by stockholders must be in accordance with Article 4(c) of
the Corporation's By-Laws and received on or before February 20, 1997.
COST OF SOLICITATION
The cost of preparing and mailing material in connection with the
solicitation of proxies is to be borne by the Corporation. Solicitation will be
made by the Corporation's regular employees in the total approximate number of
ten. Solicitation will be made by mail, telegram, telephone and in person.
By Order of the Board of Directors
ANGELA D. TOPPI
Secretary
Dated: Norwalk, Connecticut
April 22, 1996
16
<PAGE> 19
EXHIBIT A
1995 STOCK OPTION PLAN
OF
TRANS-LUX CORPORATION
1. Purpose. The purpose of this Plan is to enable the Corporation to
attract and keep able and qualified officers, key executives and employees of
the Corporation and its subsidiaries, as defined in
Section 425(f) of the Internal Revenue Code of 1986, as amended, by offering
them an opportunity to participate in the growth and development of the
Corporation through stock ownership, and to thereby provide additional incentive
for them to promote the success of the business.
2. Stock Subject to the Plan. The shares of stock to be offered pursuant
to this Plan shall be shares of the Corporation's authorized Common Stock and/or
Class A Stock (if a certificate of amendment to the Certificate of Incorporation
is filed creating Class A Stock of the Corporation authorized at the May 18,
1995 Annual Meeting of Stockholders), and may be unissued shares or reacquired
shares. The aggregate amount of stock which may be delivered upon exercise of
all options granted under the Plan shall not be more than 50,000* shares. Shares
subject to but not delivered under any option terminating or expiring for any
reason prior to the exercise thereof by the optionee in full shall be deemed
available for options thereafter granted during the continuance of the Plan.
Options granted may be "Incentive Stock Options" or "Non-Statutory Stock
Options".
3. Administration of the Plan. The Board of Directors shall appoint a
Compensation Committee (hereinafter called "Committee"), which shall consist of
not less than three members who are not employees of the Corporation. Each
member of the Committee, while serving as such, shall also be a member of the
Board of Directors of the Corporation. Subject to the provisions of the Plan,
the Committee shall have plenary authority in its sole discretion to determine
the employees of the Corporation and its subsidiaries to whom options may be
granted, the number and class of shares to be embraced in each of the options
and the time or times at which options shall be granted, to interpret the Plan;
and to prescribe, amend, and rescind rules and regulations relating to it;
provided, however, that options shall be granted in accordance with the
provisions of paragraphs 4 and 5 hereof. The Board of Directors may from time to
time appoint members of the Committee in substitution for or in addition to
members previously appointed and may fill vacancies, however caused, in the
Committee. The Committee shall select one of its members as its chairman and
shall hold its meetings at such times and places as it shall deem advisable. A
majority of its members shall constitute a quorum. All actions of the Committee
shall be taken by a majority of its members. Any action may be taken by a
written instrument signed by a majority of the members and actions so taken
shall be fully as effective as if it had been taken by a vote of a majority of
the members at a meeting duly called and held. The Committee may appoint a
secretary, shall keep minutes of its meetings, and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.
4. Employees to Whom Options May be Granted. Options may be granted to
such qualified officers, key executives and employees of the Corporation and of
its subsidiaries who, in the opinion of the Committee, perform services of
special importance to the management, operation and development of the business
of the Corporation or any of its subsidiaries. The Committee shall determine
those employees to be granted options and the number and class of shares to be
subject to each option so granted, provided, however, that the option shall be
granted only by resolution adopted by the Board of Directors of this Corporation
if it is to an employee who is not subject to Section 16 of the Securities
Exchange Act of 1934. Options granted to employees who are subject to said
Section 16 shall be granted by resolution of the Committee. Employees may
receive more than one (1) option under the Plan, but the aggregate fair market
value (determined as of the time the option is granted) of the stock for which
any employee may exercise incentive stock options for the first time in any
calendar year (under all such plans of the Corporation and its subsidiaries)
shall not exceed $100,000.
- - ---------------
* 100,000 if the proposal is adopted at the 1996 Annual Meeting of Stockholders.
A-1
<PAGE> 20
5. Option Price. The purchase price of the Common Stock and/or Class A
Stock under each option shall be determined by the Committee, but shall not be
less than the fair market value of the stock at the time of granting of the
option except that in the case of Non-Statutory Stock Options, the price may be
such lesser price as determined by the Committee. Such fair market value shall
be taken by the Committee as the average between the high and low sale price of
the Common Stock and/or Class A Stock of the Corporation as quoted on a national
securities exchange or other market on the date the option is granted, or, if
there is no such sale on that date, then on the last previous day on which such
a sale was reported. If the option holder owns more than 10% of the total
combined voting power of the Corporation, the purchase price of Incentive Stock
Options shall not be less than 110% of the fair market value on the date of
grant.
6. Term of Option. The term of each option granted pursuant to the Plan
shall be for a period not exceeding ten (10) years from the date of granting
thereof, except that if the option holder owns more than 10% of the total
combined voting power of the Corporation and the option is an Incentive Stock
Option, such period shall not exceed five (5) years from the date of grant.
Options shall be subject to earlier termination as hereinafter provided.
7. Exercise of Options. An option when and after it becomes exercisable
may be exercised at any time, or from time to time during its term as to any
part of or all of the shares which shall be optioned, provided, however, that:
(a) an option may not be exercised as to less than 100 shares at any
one time (or the remaining shares then purchasable under the option if the
same is less than 100 shares);
(b) the purchase price of the shares as to which an option shall be
exercised shall be paid in full in cash and/or by delivery of shares of the
same class of the Corporation valued at the closing price of such Common
Stock and/or Class A Stock, as the case may be, on the American Stock
Exchange or other market on the date of exercise thereof;
(c) each option shall be subject to the following additional
conditions precedent and restrictions thereon with respect to its exercise:
(i) Each employee to whom an option is granted under the Plan must
remain in the continuous employ of the Corporation or one of its
subsidiaries for one year from the date the option is granted or such
shorter period as permitted by the Committee before he or she shall have
the right to exercise any part thereof. Thereafter all or any part of
the shares covered by each option may be purchased at any time or from
time to time during the option period, provided, however, that no option
may be exercised unless the optionee is at the time of such exercise in
the employ of the Corporation or one of its subsidiaries, and shall have
been continuously so employed since the grant of his or her option,
except as otherwise permitted in paragraph 8. Absence on leave, approved
by the Committee, shall not be considered an interruption of employment
for any purpose of the Plan.
(ii) No option shall be transferable by a participant otherwise
than by will or by the laws of descent and distribution and is
exercisable during his or her lifetime only by the optionee.
(iii) Neither this Plan nor the granting of any option hereunder
shall be deemed to confer upon any optionee any right with respect to
continuation of employment by the Corporation or any subsidiary, nor in
any way interfere with or affect the right of the optionee or the
Corporation's right to terminate his or her employment at any time.
(iv) Each optionee shall agree that unless and until the shares are
registered under the Securities Act of 1933, he or she will purchase the
optioned shares for investment and not with any present intention to
resell the shares.
8. Limitations on Participation.
(a) If an optionee shall cease to be employed by the Corporation or one of
its subsidiaries for any reason (other than death or disability), he or she may,
but only within the 90 days next succeeding such cessation of employment,
exercise the option to the extent that he or she was entitled to exercise it at
the date of such
A-2
<PAGE> 21
cessation, unless he or she was discharged for cause. If an optionee shall be
discharged for cause, the option shall terminate on the date of such discharge
and the optionee shall forfeit any and all rights which may have accrued prior
thereto. The Committee's determination that an optionee was discharged for cause
shall be final and absolute, and shall not be subject to question by the
optionee or the Corporation. All options to the extent not exercisable on the
date of cessation of employment shall be forfeited.
(b) Retirement shall be deemed a cessation of employment within the meaning
of this Plan.
(c) In the event of death of an optionee while in the employ of the
Corporation or any of its subsidiaries, the option theretofore granted to the
optionee shall be exercisable only within nine (9) months next following the
date of his or her death by the person or persons to whom the optionee's rights
under the option shall pass by the optionee's will or the laws of descent and
distribution, or within six (6) months after the date of the appointment of an
administrator or executor of the estate of such optionee, whichever date shall
sooner occur, and then only if and to the extent that he or she was entitled to
exercise it at the date of death, provided, however, that the optionee shall be
deemed to be so entitled even if such death shall have taken place prior to the
expiration of one (1) year from the date of the granting of the option, anything
in this Plan to the contrary notwithstanding, if the Committee so determines.
(d) In the event that an optionee becomes permanently and totally disabled
while in the employ of the Corporation or any of its subsidiaries, the optionee
may, but only within one (1) year next succeeding the day of the commencement of
such disability, exercise the option to the extent that he or she was entitled
to exercise, but in no event after the expiration of the option. For this
purpose, an optionee shall be considered permanently and totally disabled if he
or she is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months. An optionee shall not be considered
to be permanently and totally disabled unless the optionee furnishes proof of
the existence thereof in such form and manner, and at such times, as the
Committee may require. The Committee's determination of whether the optionee is
permanently and totally disabled shall be final and absolute, and shall not be
subject to question by the optionee, a representative of the optionee, or the
Corporation.
9. Adjustments Upon Changes in Capitalization. In the event of changes in
the outstanding Common Stock and Class A Stock of the Corporation by reason of
stock dividends, split-ups, recapitalizations, mergers, consolidations,
combinations, or exchanges of shares, separations, reorganizations, or
liquidations, the number and class of shares available under the Plan and the
aggregate and the maximum number of shares as to which options may be granted to
any employee shall be correspondingly adjusted by the Committee. No adjustment
shall be made in the minimum number of shares which may be purchased at any
time.
10. Effectiveness of the Plan. The Plan shall become effective on such
date as the Board of Directors shall determine, but only after:
(a) The stockholders shall have approved the Plan by an affirmative
vote of the majority of the outstanding shares of capital stock entitled to
vote as a single class within twelve (12) months following the adoption of
the Plan by the Board of Directors;
(b) if not previously listed, the shares of the Common Stock and/or
Class A Stock reserved for the Plan shall have been duly listed, upon
official notice of issuance, upon the national exchange whereon they are
traded and registered under the Securities Exchange Act of 1934, as
amended; and
(c) the Board of Directors shall have been advised by counsel that all
applicable legal requirements have been complied with.
11. Time of Granting Options. Whenever the Board of Directors or
Committee shall designate a person for the receipt of an option, the Corporation
shall forthwith send notice thereto to the designee. The date of such notice
shall be the date of granting the option to such participant for all purposes of
this Plan. The notice shall be in the form of a Grant approved by the Board of
Directors of this Corporation.
A-3
<PAGE> 22
12. Amendments and Termination of the Plan. The Plan shall terminate on
March 9, 2005, and an option shall not be granted under the Plan after that
date. The Board of Directors without further approval of the stockholders, may
at any time suspend or terminate the Plan or amend it from time to time in such
respects as it may deem advisable in order that options granted hereunder as
Incentive Stock Options shall be "Incentive Stock Options" as defined in Section
422A of the Internal Revenue Code of 1986, or to conform to any change in
applicable law or to regulations or rulings of administrative agencies, or may
so amend it in any other respect not involving a substantial departure from the
principles herein set forth; provided, however, that no amendment shall be
effective without prior approval of a majority of the holders of the issued and
outstanding shares of capital stock of the Corporation entitled to vote, which
would: (a) except as specified in paragraph 9, increase the number of shares for
which options may be granted under the Plan; (b) change the eligibility
requirements for individuals entitled to receive options hereunder; (c) the
manner of determining option prices; (d) the period during which options may be
granted or exercised; or (e) the provisions relating to adjustments to be made
in changes in capitalization. No termination, suspension or amendment of the
Plan shall, without the consent of the holder of an existing option, adversely
affect the holder's rights under such option.
13. Restriction on Issuance of Shares. The Corporation shall not be
obligated to sell or issue any shares pursuant to any stock option agreement
unless:
(a) the shares with respect to which the option is being exercised
have been registered under the Securities Act of 1933, as amended, or are
exempt from such registration; and
(b) the prior approval of such sale or issuance has been obtained from
any State regulatory body having jurisdiction.
14. Class A Stock. All references to Class A Stock herein are subject to
filing of a certificate of amendment to the Certificate of Incorporation
creating such Class A Stock of the Corporation authorized at the May 18, 1995
Annual Meeting of Stockholders. If such certificate of amendment is not filed,
then the only shares of stock offered pursuant to this Plan shall be Common
Stock.
(INCENTIVE) (NON-STATUTORY) STOCK OPTION
GRANT made this day of , 19 , by TRANS-LUX
CORPORATION, a Delaware corporation having its office at 110 Richards Avenue,
Norwalk, Connecticut (hereinafter called the "Corporation") to
residing at (hereinafter called the
"Employee").
A-4
<PAGE> 23
WHEREAS, Corporation has heretofore adopted the TRANS-LUX CORPORATION 1995
STOCK OPTION PLAN for the benefit of its employees and the employees of its
subsidiaries, which Plan has been approved by Corporation's stockholders; and
WHEREAS, the said 1995 Stock Option Plan makes the granting of an option to
Employee effective on the date hereof,
FIRST: Subject to all of the provisions hereinafter set forth and the terms
and provisions of the 1995 Stock Option Plan, Corporation grants to Employee the
right and option (hereinafter called the "Option") to purchase all or any part
of an aggregate of ( ) shares of the Stock* of Corporation
(such number being subject to adjustment as provided in paragraph SEVENTH
hereof).
SECOND: The purchase price of the shares of Corporation's
Stock* covered by the Option shall be ($ ) per share.
THIRD: The term of the Option shall be for a period of ten (10)** years
from the date hereof subject to earlier termination as provided in paragraphs
FIFTH and SIXTH hereof. The Option may be exercised at any time, or from time to
time, during its term, as to any part or all of the shares covered by the Option
provided, however, that an Option may not be exercised as to less than one
hundred (100) shares at any time (or the remaining shares then purchasable under
the Option if the same is less than one hundred (100) shares), and further
provided that except as otherwise provided in paragraph SIXTH hereof, Employee,
at the time of exercise of the Option, shall have been continuously employed by
Corporation, or one of its subsidiaries, for a period of one (1) year from the
date hereof. (Absence on leave approved by or on behalf of the employing
corporation, shall not be considered an interruption of employment for the
purpose hereof.)
The holder of the Option shall not have any of the rights of a stockholder
with respect to the shares covered by the Option except to the extent that any
such shares shall be actually delivered upon the due exercise of the Option. The
Option may not be exercised unless at the date of exercise a registration
statement under the Securities Exchange Act of 1934, as amended, relating to the
shares covered by the Option, shall be in effect, and such shares shall have
been duly listed, upon official notice of issuance, upon the national exchange
wherein they are traded.
FOURTH: The Option herein granted may not be assigned, transferred, pledged
or hypothecated in any way, shall not be subject to execution, attachment or
similar process and shall not be transferable or assignable by operation of law
except that the Option shall be assignable or transferable under and pursuant to
the last will and testament of Employee or the laws of descent and distribution.
The Option may be exercised during the lifetime of the Employee only by
Employee. The granting of the Option herein granted to Employee shall not in any
way be deemed to confer upon Employee any right to continuation of employment by
the Corporation, or any subsidiary of Corporation nor shall it in any way
interfere or affect the right of Corporation or any subsidiary of Corporation
who shall be the employer of Employee, to terminate Employee's employment
hereunder.
FIFTH: If Employee shall cease to be employed by Corporation or one of its
subsidiaries for any reason other than death, disability or discharge for cause,
Employee may, but only within 90 days next succeeding such cessation of
employment, exercise the Option herein granted to the extent that Employee shall
be entitled to exercise it at the date of such cessation of employment. If
Employee shall be discharged for cause, the Option herein granted shall
terminate on the date of such discharge and Employee shall forthwith forfeit any
and all rights which may have accrued prior thereto. Any determination by or on
behalf of the employing
- - ---------------
* Insert whether options are granted for Common or Class A Stock. Options will
only be for Common Stock if a certificate of amendment to the Corporation's
Certificate of Incorporation creating such Class A Stock is not filed.
** Five (5) years if the Employee owns more than ten percent (10%) of the total
combined voting power of the Corporation and the Option is an Incentive Stock
Option.
A-5
<PAGE> 24
corporation of Employee that Employee was discharged for cause shall be final
and absolute and shall not be subject to any question by Employee.
SIXTH: (a) In the event of the death of Employee while in the employ of
Corporation or any of its subsidiaries, the Option herein granted shall be
exercisable only within nine (9) months next following the date of Employee's
death by the person or persons to whom the rights under the Option shall pass by
the Employee's will or by the laws of descent and distribution or within six (6)
months after the date of the appointment of an administrator or executor of the
estate of the Employee, whichever date shall sooner occur, and then only if and
to the extent that Employee was entitled to exercise the Option at the date of
death; provided, however, that anything hereinbefore contained to the contrary
notwithstanding, the Employee shall be deemed, in the sole and absolute
discretion of the Compensation Committee of the Board of Directors of the
Corporation, to be so entitled to exercise the Option herein granted in such
number of shares, if any, as the Compensation Committee of the Board of
Directors of the Corporation determines in its sole and absolute discretion,
even if death shall take place prior to the expiration of one (1) year from the
date hereof.
(b) In the event that Employee becomes permanently and totally disabled
while in the employ of the Corporation or one of its subsidiaries the Employee
may, but only within one (1) year next succeeding the day of the commencement of
such disability, exercise the Option to the extent Employee is entitled to
exercise, but in no event after the expiration of the Option. For this purpose,
Employee shall be considered permanently and totally disabled if Employee is
unable to engage in any substantial gainful activity by reason of any medically
determinable mental or physical impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. Employee shall not be considered to be
permanently and totally disabled unless Employee furnishes proof of the
existence thereof in such form and manner and at such times as the Compensation
Committee of the Board of Directors may require. The Compensation Committee's
determination of whether Employee is permanently and totally disabled shall be
final and absolute and shall not be questioned by the Employee, a representative
of the Employee or the Corporation.
SEVENTH: If all or any portion of the Option shall be exercised subsequent
to any stock dividend, split-up, recapitalization, merger, consolidation,
combination or exchange of shares, separation, reorganization or liquidation
occurring after the date hereof, as a result of which shares of any class shall
be issued in respect of outstanding shares of Stock*, or shares of
Stock* shall be changed into the same or a different number of shares
of the same or another class or classes, the person or persons so exercising the
Option shall receive, for the aggregate price paid upon such exercise, the
aggregate number and class of shares which, if shares of Stock* (as
authorized at the date hereof) had been purchased at the date hereof for the
same aggregate price (on the basis of the price per share set forth in paragraph
SECOND hereof) and had not been disposed of, such person or persons would be
holding, at the time of such exercise, as a result of such purchase and all
stock dividends, split-ups, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations, or
liquidations; provided, however, that no fractional share will be issued upon
any such exercise, and the aggregate price paid shall be appropriately reduced
on account of any fractional share not issued. No adjustment shall be made in
the minimum number of shares which may be purchased at any one time.
EIGHTH: The granting of this Option is subject to Employee's agreement that
unless the shares are registered under the Securities Act of 1933, as amended,
Employee or any successor to Employee will purchase the shares which are the
subject hereof for investment and not with any present intention to resell the
same, and to Employee's further agreement that Employee or such successor will
confirm such intention by an appropriate certificate at the time of exercising
the Option, the form of such certificate to be in the form determined by counsel
for the Corporation at the time of any purchase of shares pursuant to the Option
herein
- - ---------------
* Insert whether options are granted for Common or Class A Stock. Options will
only be for Common Stock if a certificate of amendment to the Corporation's
Certificate of Incorporation creating such Class A Stock is not filed.
A-6
<PAGE> 25
granted, and no shares will be issued pursuant to the Option unless and until
such appropriate certificate shall be executed, signed and delivered by the
Employee or any successor.
NINTH: The Option may be exercised by giving written notice of such
exercise to the Corporation, at 110 Richards Avenue, Norwalk, Connecticut
06856-5090 or such other address as designated by the Corporation. Such notice
shall state an intention to exercise the Option and the number of shares in
respect of which it is being exercised, and shall be signed by the person or
persons exercising the Option. Such notice shall either:
(a) be accompanied by the full purchase price of such shares, which
payment shall be the cash and/or delivery of Stock* of
Corporation valued at the closing price of such Stock* on the
American Stock Exchange or other market on the date of exercise, in which
event the Corporation shall deliver a certificate or certificates
representing such shares as soon as practicable after the notice is
received; or
(b) fix a date (not less than 10 nor more than 15 business days from
the date such notice shall be received by the Corporation) for the payment
of the full purchase price of such shares, at the office of the
Corporation, or designate in writing, against delivery of a certificate or
certificates representing such shares.
The certificate or certificates for the shares as to which the Option shall
have been exercised, shall be registered in the name of the person or persons
exercising the Option and shall be delivered as provided above to or upon the
written order of the person or persons exercising the Option. In the event that
the Option shall be exercised by any person or persons other than the Employee,
such notice shall be accompanied by appropriate proof of the right of such
person or persons to exercise the Option, which proof shall be to the
satisfaction of counsel to the Corporation.
TENTH: As used herein, the terms "subsidiary" or "subsidiaries" shall mean
any present or future corporation which would be a "subsidiary corporation" of
the Corporation as that term is defined in Section 425(f) of the Internal
Revenue Code of 1986 as now or hereafter amended.
ELEVENTH: This agreement contains the sole and entire Option Grant and may
not be changed, varied, amended or modified except by an instrument in writing
duly executed by the Corporation.
TWELFTH: The appropriate Federal or State Courts of, or located in, the
State in which the Corporation has its principal executive offices shall have
exclusive jurisdiction of all disputes arising under this Agreement.
IN WITNESS WHEREOF, the Corporation has caused this Option Grant to be duly
executed by its officer thereunto duly authorized on the day and year first
above written.
TRANS-LUX CORPORATION
By
Accepted and Agreed to
Employee
- - ---------------
* Insert whether options are granted for Common or Class A Stock. Options will
only be for Common Stock if a certificate of amendment to the Corporation's
Certificate of Incorporation creating such Class A Stock is not filed.
A-7
<PAGE> 26
TRANS-LUX
CORPORATION
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
JUNE 20, 1996
NORWALK, CONNECTICUT
<PAGE> 27
PROXY
TRANS-LUX CORPORATION
CLASS B STOCK PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- JUNE 20, 1996
(SOLICITED ON BEHALF OF BOARD OF DIRECTORS)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of
TRANS-LUX CORPORATION hereby constitutes and appoints RICHARD BRANDT, VICTOR
LISS and HOWARD S. MODLIN, and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to vote for and in the name, place
and stead of the undersigned, at the Annual Meeting of the Stockholders of said
Corporation, to be held at the office of the Corporation, 110 Richards Avenue,
Norwalk, Connecticut, on June 20, 1996, at 10:00 A.M., and at any adjournment
thereof, the number of votes the undersigned would be entitled to cast if
present for the following matters and, in their discretion, upon such other
matters as may properly come before the meeting or any adjournment thereof:
Directors recommend vote FOR Items 1, 2 and 3.
<TABLE>
<S> <C> <C> <C> <C>
Item 1 / / FOR / / NOT FOR Class B Stock Designees -- Election of Matthew Brandt and Howard
S.
Modlin as directors for a three year term, and until their
successors are elected and shall have qualified.
</TABLE>
Authority is withheld with respect to the following nominee:
---------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Item 2 / / FOR / / AGAINST / / ABSTAIN The proposal to increase the 1995 Stock Option Plan by 50,000
shares.
Item 3 / / FOR / / AGAINST / / ABSTAIN Recommended retention of Deloitte & Touche LLP as the independent
auditors for the Corporation for the ensuing year.
</TABLE>
UNLESS YOU SPECIFY OTHERWISE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES FOR DIRECTORS AND "FOR" ITEMS 2 AND 3. ONLY CLASS B STOCKHOLDERS MAY
VOTE FOR THE CLASS B DESIGNEES.
(Continued and to be signed on other side.)
<PAGE> 28
A majority of said attorneys and proxies, or their substitutes at said
meeting, or any adjournments thereof, may exercise all of the powers hereby
given. Any proxy to vote any of the shares with respect to which the undersigned
is or would be entitled to vote, heretofore given to any person or persons other
than the persons named above, is hereby revoked.
IN WITNESS WHEREOF, the undersigned has signed and sealed this proxy and
hereby acknowledges receipt of a copy of the notice of said meeting and proxy
statement in reference thereto, both dated April 22, 1996.
Dated: , 1996
-------------------------------(L.S.)
Stockholder(s) Signature
-------------------------------(L.S.)
NOTE: This proxy properly
filled in, dated and signed,
should be returned immediately
in the enclosed postpaid
envelope to TRANS-LUX
CORPORATION, 110 Richards
Avenue, Norwalk, Connecticut
06856-5090. If the signer is a
corporation, sign in full the
corporate name by a duly
authorized officer. If signing
as attorney, executor,
administrator, trustee or
guardian, please give your full
title as such.
<PAGE> 29
TRANS-LUX CORPORATION
PROXY
COMMON STOCK PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- JUNE 20, 1996
(SOLICITED ON BEHALF OF BOARD OF DIRECTORS)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of
TRANS-LUX CORPORATION hereby constitutes and appoints RICHARD BRANDT, VICTOR
LISS and HOWARD S. MODLIN, and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to vote for and in the name, place
and stead of the undersigned, at the Annual Meeting of the Stockholders of said
Corporation, to be held at the office of the Corporation, 110 Richards Avenue,
Norwalk, Connecticut, on June 20, 1996, at 10:00 A.M., and at any adjournment
thereof, the number of votes the undersigned would be entitled to cast if
present for the following matters and, in their discretion, upon such other
matters as may properly come before the meeting or any adjournment thereof:
Directors recommend vote FOR Items 1, 2 and 3.
<TABLE>
<S> <C> <C> <C> <C>
Item 1 / / FOR / / NOT FOR Common Stock Designee -- Election of Robert Greenes to serve as
director for a three year term and until his successor is elected
and shall have qualified.
Item 2 / / FOR / / AGAINST / / ABSTAIN The proposal to increase the 1995 Stock Option Plan by 50,000
shares.
Item 3 / / FOR / / AGAINST / / ABSTAIN Recommended retention of Deloitte & Touche LLP as the independent
auditors for the Corporation for the ensuing year.
</TABLE>
UNLESS YOU SPECIFY OTHERWISE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEE FOR DIRECTOR AND "FOR" ITEMS 2 AND 3. ONLY COMMON STOCKHOLDERS MAY VOTE
FOR THE COMMON STOCK DESIGNEE.
(Continued and to be signed on other side.)
<PAGE> 30
A majority of said attorneys and proxies, or their substitutes at said
meeting, or any adjournments thereof, may exercise all of the powers hereby
given. Any proxy to vote any of the shares with respect to which the undersigned
is or would be entitled to vote, heretofore given to any person or persons other
than the persons named above, is hereby revoked.
IN WITNESS WHEREOF, the undersigned has signed and sealed this proxy and
hereby acknowledges receipt of a copy of the notice of said meeting and proxy
statement in reference thereto, both dated April 22, 1996.
Dated: , 1996
-------------------------------(L.S.)
Stockholder(s) Signature
-------------------------------(L.S.)
NOTE: This proxy properly
filled in, dated and signed,
should be returned immediately
in the enclosed postpaid
envelope to TRANS-LUX
CORPORATION, 110 Richards
Avenue, Norwalk, Connecticut
06856-5090. If the signer is a
corporation, sign in full the
corporate name by a duly
authorized officer. If signing
as attorney, executor,
administrator, trustee or
guardian, please give your full
title as such.
