UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-2257
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TRANS-LUX CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-1394750
-------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Richards Avenue, Norwalk, CT 06856-5090
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(Address of principal executive offices) (Zip code)
(203) 853-4321
--------------------
(Registrant's telephone number, including area code)
- - -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Date Class Shares Outstanding
- - -------- ------------------------------ ------------------
11/09/98 Common Stock - $1.00 Par Value 993,134
11/09/98 Class B Stock - $1.00 Par Value 297,286
(Immediately convertible into a like
number of shares of Common Stock.)
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
Index
Part I - Financial Information Page No.
--------
Consolidated Balance Sheets - September 30, 1998 (unaudited) and
December 31, 1997 1
Consolidated Statements of Stockholders' Equity - September 30, 1998
(unaudited) and December 31, 1997 2
Consolidated Statements of Income - Three and Nine Months Ended
September 30, 1998 and 1997 (unaudited) 3
Consolidated Statements of Cash Flows - Nine Months Ended
September 30, 1998 and 1997 (unaudited) 4
Notes to Consolidated Financial Statements (unaudited) 5
Management's Discussion and Analysis of Financial Condition and Results
of Operations 7
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
<PAGE>
Part I - Financial Information
------------------------------
<TABLE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
September 30 December 31
In thousands 1998 1997
------------ -----------
<S> <C> <C>
(unaudited)
ASSETS
- - ------
Current assets:
Cash and cash equivalents $ 937 $ 1,843
Available-for-sale securities 6,553 8,245
Receivables 9,743 6,833
Unbilled receivables 339 620
Inventories 4,633 4,644
Prepaids and other current assets 496 831
------ --------
Total current assets 22,701 23,016
------ --------
Rental equipment 69,279 62,910
Less accumulated depreciation 27,017 23,009
------ -------
42,262 39,901
------ -------
Property, plant and equipment 29,786 27,064
Less accumulated depreciation and
amortization 9,364 8,070
------ -------
20,422 18,994
Prepaids, intangibles and other 5,409 5,371
Maintenance contracts, net 850 1,006
Note receivable, joint venture
(excludes $94 current portion) 620 690
------- -------
$92,264 $88,978
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
Current liabilities:
Accounts payable and accruals $ 7,295 $ 6,814
Income taxes payable 321 --
Current portion of long-term debt 1,427 258
------- -------
Total current liabilities 9,043 7,072
------- -------
Long-term debt:
7 1/2% convertible subordinated
notes due 2006 31,625 31,625
9 1/2% subordinated debentures due 2012 1,057 1,057
Notes payable 16,617 16,770
------ ------
49,299 49,452
Deferred revenue, deposits and other 3,927 3,369
Deferred income taxes 4,604 4,753
Stockholders' equity 25,391 24,332
------- -------
$92,264 $88,978
======= =======
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<TABLE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
September 30 December 31
In thousands, except per share data 1998 1997
------------ -----------
<S> <C> <C>
(unaudited)
Capital stock:
Preferred - $1.00 par value
Authorized - 500,000 shares
Issued - none
Common - $1.00 par value
Authorized - 5,500,000 shares
Issued - 2,443,119 shares in 1998
and 2,442,765 in 1997 $ 2,443 $ 2,443
Class B - $1.00 par value
Authorized - 1,000,000 shares
Issued - 297,286 shares in 1998
and 297,640 in 1997 297 297
Class A - $1.00 par value
Authorized - 3,000,000 shares
Issued - none
Additional paid-in capital 13,902 13,904
Retained earnings 20,320 19,297
Other 56 29
------ ------
37,018 35,970
Less treasury stock - at cost
1,450,016 shares in 1998 and 1,453,722
in 1997 (excludes additional 297,286
shares held in 1998 and 297,640 in
1997 for conversion of Class B stock) 11,627 11,638
------ ------
Total stockholders' equity $25,391 $24,332
======= =======
</TABLE>
<TABLE>
THE CHANGES IN CONSOLIDATED STOCKHOLDERS'
EQUITY ARE AS FOLLOWS:
<CAPTION>
Additional
Common Class Paid-in Retained Treasury
Stock B Stock Capital Earnings Other Stock
------ ------- --------- -------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1997 $2,443 $297 $13,904 $19,297 $29 $(11,638)
1/1/98 - 9/30/98:
(unaudited)
Net income 1,155
Cash dividends (132)
Exercise of stock
options (2) 11
Unrealized holding
losses (7)
Foreign currency
translation gains 34
------ ---- ------- ------- --- --------
September 30, 1998 $2,443 $297 $13,902 $20,320 $56 $(11,627)
====== ==== ======= ======= === ========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<TABLE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
-------------------- -------------------
In thousands, except per share data 1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Equipment rentals and maintenance $ 5,830 $ 5,522 $17,623 $17,468
Equipment sales 9,034 7,310 26,039 17,043
Theatre receipts and other 1,875 1,535 4,910 4,003
------ ------ ------ ------
Total revenues 16,739 14,367 48,572 38,514
------ ------ ------ ------
Operating expenses:
Cost of equipment rentals and
maintenance 3,240 2,815 9,608 9,005
Cost of equipment sales 5,963 4,949 17,151 11,043
Cost of theatre receipts and other 1,502 1,176 4,040 3,015
------ ------ ------ ------
Total operating expenses 10,705 8,940 30,799 23,063
------ ------ ------ ------
Gross profit from operations 6,034 5,427 17,773 15,451
General and administrative expenses 4,348 3,942 13,184 11,420
------ ------ ------ ------
1,686 1,485 4,589 4,031
Interest income 141 281 472 958
Interest expense (1,061) (1,072) (3,107) (3,291)
Other income (expense) 47 51 147 67
------ ------ ------ ------
Income before income taxes 813 745 2,101 1,765
------ ------ ------ ------
Provision for income taxes:
Current 220 246 514 593
Deferred 147 74 432 166
------ ------ ------ ------
367 320 946 759
------ ------ ------ ------
Net income $ 446 $ 425 $ 1,155 $ 1,006
======= ======= ======= =======
Earnings per share:
Basic $ 0.35 $ 0.33 $ 0.90 $ 0.78
Diluted $ 0.22 $ 0.21 $ 0.60 $ 0.58
Average common shares outstanding:
Basic 1,290 1,284 1,290 1,280
Diluted 3,550 3,578 3,562 3,631
Cash dividends per share:
Common stock $ 0.035 $ 0.035 $ 0.105 $ 0.105
Class B stock $ 0.0315 $ 0.0315 $ 0.0945 $ 0.0945
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<TABLE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
--------------------
In thousands 1998 1997
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,155 $ 1,006
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,866 5,272
Net income of joint venture (100) (37)
Deferred income taxes (144) (49)
Gain on sale of securities (47) --
Changes in operating assets and liabilities:
Receivables (2,910) (1,532)
Unbilled receivables 281 2,185
Inventories 11 (905)
Prepaids and other current assets 335 (66)
Prepaids, intangibles and other (346) (350)
Accounts payable and accruals 514 (2,442)
Income taxes payable 321 74
Deferred revenue, deposits and other 558 (500)
------ ------
Net cash provided by operating activities 5,494 2,656
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of rental equipment (6,369) (7,845)
Purchases of property, plant and equipment (2,722) (551)
Payments for acquisitions (net) -- (2,268)
Proceeds from joint venture 70 70
Purchases of available-for-sale securities -- (14,846)
Redemption of available-for-sale securities 1,728 3,411
------ ------
Net cash (used in) investing activities (7,293) (22,029)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 1,500 8,075
Repayment of long-term debt (484) (2,924)
Redemption of Company's 9% convertible
subordinated debentures -- (4,573)
Proceeds from exercise of stock options 9 9
Cash dividends (132) (132)
------ ------
Net cash provided by financing activities 893 455
------ ------
Net decrease in cash and cash equivalents (906) (18,918)
Cash and cash equivalents at beginning of year 1,843 19,274
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 937 $ 356
====== ======
- - -------------------------------------------------------------------------------
Interest paid $ 2,100 $ 2,445
Interest received 535 707
Income taxes paid 318 553
- - -------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998
(unaudited)
Note 1 - Basis of Presentation
Financial information included herein is unaudited, however, such information
reflects all adjustments which are, in the opinion of management, necessary for
the fair presentation of the consolidated financial statements for the interim
periods. The results for the interim periods are not necessarily indicative of
the results to be expected for the full year. It is suggested that the
September 30, 1998 consolidated financial statements be read in conjunction with
the consolidated financial statements and notes included in the Company's Annual
Report and Form 10-K for the year ended December 31, 1997. Certain
reclassifications of prior years' amounts have been made to conform to the
current year's presentation.
Note 2 - Accounting for Income Taxes
The provision for income tax expense for the three months ended September 30,
1998 was $367,000 of which $220,000 and $147,000 are current and deferred tax
expense, respectively. The provision for income tax expense for the nine months
ended September 30, 1998 was $946,000 of which $514,000 and $432,000 are current
and deferred tax expense, respectively.
Note 3 - Prepaids, Intangibles and Other
Prepaids, intangibles and other consist of the following (net of amortization):
<TABLE>
<CAPTION>
September 30, December 31,
In thousands 1998 1997
------------ -----------
<S> <C> <C>
Deferred note and debenture costs $1,613 $1,759
Goodwill and noncompete agreements 1,498 1,572
Prepaids and other 1,058 798
Long-term portion of officers' and
employees' loans 424 440
Deferred financing costs 274 310
Patents 152 198
Investment in joint ventures 219 120
Deposits and advances 89 88
Acquisition costs 82 86
------ ------
$5,409 $5,371
====== ======
</TABLE>
Note 4 - Reporting Comprehensive Income
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income" (SFAS 130) during the first
quarter of 1998, as required. SFAS 130 establishes standards for reporting and
displaying comprehensive income and its components in a set of financial
statements. The adoption of this standard had no impact on the Company's net
income.
<PAGE>
Comprehensive income is defined as the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources. The components of comprehensive income for the Company are
foreign currency translation adjustments relating to the Company's foreign
subsidiaries (gain of $4,000 and $19,000 for the three and nine months ended
September 30, 1998, respectively net of 45% tax, and gain of $7,000 and $17,000
for the three and nine months ended September 30, 1997, respectively net of 43%
tax), and unrealized holding gains or losses on the Company's available-for-sale
securities (gain of $21,000 and loss of $7,000 for the three and nine months
ended September 30, 1998, respectively net of 45% tax, and gain of $101,000 and
$31,000 for the three and nine months ended September 30, 1997, respectively net
of 43% tax). Other comprehensive income is $25,000 and $108,000 for the three
months ended September 30, 1998 and 1997, respectively, and $12,000 and $48,000
for the nine months ended September 30, 1998 and 1997, respectively.
Comprehensive income is $471,000 and $533,000 for the three months ended
September 30, 1998 and 1997, respectively, and $1,167,000 and $1,054,000 for the
nine months ended September 30, 1998 and 1997, respectively.
Note 5 - New Accounting Standards
The Company will adopt the provisions of Statement of Financial Accounting
Standards No. 131 "Disclosure about Segments of an Enterprise and Related
Information" in the fourth quarter of 1998. The new standard requires certain
information be reported about operating segments, products and services,
geographic areas in which a company operates and its major customers. The
Company is in the process of evaluating the impact this standard will have on
disclosure in the Company's financial statements. The adoption of this new
standard will not have an effect on the Company's financial position or results
of operations.
Note 6 - Earnings per Share
The following table represents the computation of basic and diluted earnings per
common share as required by Statement of Financial Accounting Standards No. 128,
"Earnings per Share" for the three and nine months ended September 30, 1998 and
1997, respectively:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
In thousands, except per share data 1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Basic earnings per share computation:
Net income $ 446 $ 425 $1,155 $1,006
----- ----- ----- -----
Weighted average common shares
outstanding 1,290 1,284 1,290 1,280
----- ----- ----- -----
Basic earnings per common share $0.35 $0.33 $0.90 $0.78
===== ===== ===== =====
Diluted earnings per share computation:
Net income $ 446 $ 425 $1,155 $1,006
Add: After tax interest expense
applicable to convertible debt 353 364 1,057 1,188
Add: After tax changes to income
applicable to assumed conversion (15) (27) (74) (89)
----- ----- ----- -----
Adjusted net income $ 784 $ 762 $2,138 $2,105
===== ===== ===== =====
Weighted average common shares
outstanding 1,290 1,284 1,290 1,280
Assumes exercise of options reduced
by the number of shares which could
have been purchased with proceeds
from exercise of such options 3 37 15 30
Assumes conversion of 9% convertible
subordinated debentures --- --- --- 79
Assumes conversion of 7 1/2% convertible
subordinated notes 2,257 2,257 2,257 2,242
----- ----- ----- -----
Total weighted average common shares 3,550 3,578 3,562 3,631
===== ===== ===== =====
Diluted earnings per common share $0.22 $0.21 $0.60 $0.58
===== ===== ===== =====
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Nine Months Ended September 30, 1998 Compared to Nine Months Ended September 30,
1997
The Company's total revenues for the nine months ended September 30, 1998
increased 26.1% to $48.6 million from $38.5 million for the same period in the
previous year. Revenues from equipment rentals and maintenance increased
$155,000 or 0.9% in 1998, primarily due to increased rental of indoor displays,
offset by the expected decline in revenues from the outdoor lease and
maintenance bases previously acquired, although the decline is at a slower rate
than originally anticipated. Revenues from equipment sales increased $9.0
million or 52.7% in 1998, primarily due to the acquisition of the Fairtron
catalog and custom scoreboard sign business in May 1997 and an increase in the
sales of indoor displays, certain of which are being recognized on the
percentage of completion basis. Revenues from theatre receipts and other
increased $907,000 or 22.7% in 1998, attributable to the acquisitions of the
Gaslight Cinemas in March 1997 and Lake Dillon Cinemas in September 1997, and
the expansion of the Taos Storyteller Cinemas from a four-plex to a seven-plex
in February 1998.
Gross profit as a percentage of revenues was 36.6% in 1998 compared to 40.1% in
1997. The decrease in gross profit percentage was expected as the Company
enters and increases its market share in existing and new industry segments of
the outdoor market. Cost of equipment rentals and maintenance, which includes
field service expenses, plant repair and maintenance and depreciation, increased
$603,000 or 6.7% in 1998, primarily due to increased depreciation of indoor
rental equipment. The cost of equipment rentals and maintenance represented
54.5% of related revenues for the nine months ended September 30, 1998 compared
to 51.6% in 1997. Cost of equipment sales, which includes materials, labor,
overhead and installation costs, increased $6.1 million or 55.3% in 1998,
primarily due to the Fairtron acquisition and sales of indoor displays, certain
of which are being recognized on the percentage of completion basis. The cost
of equipment sales represented 65.9% of related revenues for the nine months
ended September 30, 1998 compared to 64.8% in 1997. Cost of theatre receipts
and other, which includes film rental expenses, increased $1.0 million or 34.0%
in 1998, primarily due to the acquisition of the Gaslight Cinemas and Lake
Dillon Cinemas, and the expansion of the Taos Storyteller Cinemas. The cost of
theatre receipts and other represented 82.3% of related revenues for the nine
months ended September 30, 1998 compared to 75.3% in 1997.
General and administrative expenses increased $1.8 million or 15.4%, primarily
due to expanded sales efforts, increased administrative support, and the
Fairtron acquisition.
Interest income decreased $486,000, primarily attributable to the utilization of
investments as a result of use of funds for acquisitions and investment in
rental equipment. Interest expense decreased $184,000, primarily due to a
special one-time charge in the first quarter of 1997 of approximately $113,000
for the unamortized portion of the financing costs pertaining to the call of the
Company's 9% Convertible Subordinated Debentures. Other income/expense relates
to the operations of the theatre joint venture, MetroLux Theatres and gain on
sale of securities.
The effective tax rate at September 30, 1998 and 1997 was 45.0% and 43.0%,
respectively.
<PAGE>
Three Months Ended September 30, 1998 Compared to Three Months Ended September
30, 1997
The Company's total revenues for the three months ended September 30, 1998
increased 16.5% to $16.7 million from $14.4 million for the same period in the
previous year. Revenues from equipment rentals and maintenance increased
$308,000 or 5.6% in 1998, primarily due to increased rental of indoor
displays, offset by the expected decline in revenues from the outdoor lease
and maintenance bases previously acquired. Revenues from equipment sales
increased $1.7 million or 23.6% in 1998, primarily due to an increase in sales
of catalog scoreboard signage and an increase in the sales of indoor displays as
a result of certain sales which are being recognized on the percentage of
completion basis. Revenues from theatre receipts and other increased $340,000 or
22.1% in 1998, primarily attributable to the acquisition of the Lake Dillon
Cinemas in September 1997 and the expansion of the Taos Storyteller Cinemas in
February 1998.
Gross profit as a percentage of revenues was 36.0% in 1998 compared to 37.8% in
1997. The decrease in gross profit percentage was expected as the Company
enters and increases its market share in existing and new industry segments of
the outdoor market. Cost of equipment rentals and maintenance increased
$425,000 or 15.1% in 1998, primarily due to increased field service costs
related to the installation of indoor displays and an increase in
depreciation of indoor rental equipment. The cost of equipment rentals and
maintenance represented 55.6% of related revenues for the three months ended
September 30, 1998 compared to 51.0% in 1997. Cost of equipment sales increased
$1.0 million or 20.5% in 1998, primarily due to the sales of outdoor displays,
and certain sales of indoor displays being recognized on the percentage of
completion basis. The cost of equipment sales represented 66.0% of related
revenues for the three months ended September 30, 1998 compared to 67.7% in
1997. Cost of theatre receipts and other increased $326,000 or 27.7% in 1998,
primarily due to the acquisition of the Lake Dillon Cinemas and the expansion of
the Taos Storyteller Cinemas. The cost of theatre receipts and other
represented 80.1% of related revenues for the three months ended September 30,
1998 compared to 76.6% in 1997.
General and administrative expenses increased $406,000 or 10.3%, primarily due
to the expanded sales efforts and administrative support needed for the
increased revenues and the negative impact of the effect of foreign currency
exchange rates.
Interest income decreased $140,000, primarily attributable to the utilization of
investments as a result of use of funds for investment in rental equipment.
Interest expense decreased $11,000. Other income/expense relates to the
operations of the theatre joint venture, MetroLux Theatres.
Accounting Standards
The Company will adopt the provisions of Statement of Financial Accounting
Standards No. 131 "Disclosure about Segments of an Enterprise and Related
Information" in the fourth quarter of 1998. The new standard requires certain
information be reported about operating segments, products and services,
geographic areas in which a company operates and their major customers. The
Company is in the process of evaluating the impact this standard will have on
disclosure in the Company's financial statements. The adoption of this new
standard will not have an effect on the Company's consolidated financial
position or results of operations.
Liquidity and Capital Resources
The regular quarterly cash dividend for the third quarter of 1998 of $0.035 per
share on the Company's Common Stock and $0.0315 per share on the Company's Class
B Stock was declared by the Board of Directors on September 24, 1998 payable to
stockholders of record as of October 9, 1998 and was paid October 20, 1998.
<PAGE>
The Company has a $10.0 million revolving credit facility accessible through
June 2000, at which time it will convert into a five-year term loan. At
September 30, 1998 the Company had $7.2 million available under such facility.
The Company believes that cash generated from operations together with the cash
and cash equivalents on hand and the availability under the revolving credit
facility will be sufficient to meet its anticipated near term cash requirements.
Cash and cash equivalents decreased $906,000 for the nine months ended September
30, 1998 compared to a decrease of $18.9 million in 1997. The decrease in 1998
is primarily attributable to an increase in receivables which is primarily
related to certain contracts being recorded on the percentage of completion
basis and cash utilized for investment in rental equipment, construction of
theatres and purchases of equipment. The decrease in cash and cash equivalents
for the nine months ended September 30, 1997 was primarily attributable to the
net investment of $11.4 million of the net proceeds of the 7 1/2% Convertible
Subordinated Notes due 2006 in available-for-sale securities, cash utilized for
investment in rental equipment and cash utilized in connection with the Fairtron
acquisition offset by an increase in unbilled receivables related to certain
significant contracts being recognized on the percentage of completion basis.
The Company has limited involvement with derivative financial instruments and
does not use them for trading purposes; they are only used to manage and fix
well-defined interest rate risks. The Company entered into two interest rate
swap agreements having a notional value of $10.3 million during the first
quarter of 1998 to reduce exposure to interest fluctuations. The resulting gain
or loss on the swaps is included in interest expense.
Year 2000 Considerations
The Company's Year 2000 Project is proceeding on schedule. The Company is
presently implementing changes required for its information systems relative to
the new millennium "year 2000". This process involves modifying or replacing
certain hardware and software maintained by the Company. The Company is
communicating with its vendors to ensure that timely updates will be made
available to make the software licensed to the Company Year 2000 compliant. The
Company will utilize both internal and external resources to reprogram or
replace and test all of its software for Year 2000 compliance, and the Company
expects to complete the project in mid 1999 and believes that its level of
preparedness is appropriate. The total cost for this project is estimated to be
$350,000, of which $250,000 will be capitalized. This cost is being funded
through operating cash flows. In addition, the Company is communicating with
others with whom it does significant business to determine their Year 2000
compliance readiness and the extent to which the Company is vulnerable to any
third-party Year 2000 issues. Failure by the Company and/or vendors and
customers to complete Year 2000 compliance work in a timely manner could have a
material adverse effect on certain of the Company's operations. The costs of
this project and the expected completion dates are based on management's best
estimates.
- - --------------------------------------------------------------------------------
The Company may, from time to time, provide estimates as to future performance.
These forward looking statements will be estimates, and may or may not be
realized by the Company. The Company undertakes no duty to update such forward
looking statements. Many factors could cause actual results to differ from
these forward looking statements, including loss of market share through
competition, introduction of competing products by others, pressure on prices
from competition or purchasers of the Company's products, interest rate and
foreign exchange fluctuations.
- - --------------------------------------------------------------------------------
<PAGE>
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.a Employment Agreement with Richard Brandt dated as of
September 11, 1998.
10.b Employment Agreement with Michael R. Mulcahy dated as of
June 1, 1998.
27 Financial Data Schedule, which is submitted
electronically to the Securities and Exchange Commission
for information only and not filed.
(b) No reports on Form 8-K were filed during the quarter covered by
this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRANS-LUX CORPORATION
-------------------------
(Registrant)
Date: November 10, 1998
by /s/ Angela Toppi
----------------------------------
Angela D. Toppi
Senior Vice President and
Chief Financial Officer
by /s/ Robert P. Bosworth
----------------------------------
Robert P. Bosworth
Chief Accounting Officer
<PAGE> EX-10.a
AMENDED AND RESTATED AGREEMENT made September 11, 1998 as of July
1, 1998, by and between TRANS-LUX CORPORATION, a Delaware corporation,
transacting business at 110 Richards Avenue, Norwalk, Connecticut (hereinafter
referred to as "Company"), and RICHARD BRANDT, residing at P.O. Box 839,
Tesuque, New Mexico 87574 (hereinafter referred to as "Brandt").
WHEREAS, the parties have heretofore entered into an employment
agreement dated August 16, l996; and
WHEREAS, the parties desire to amend such agreement effective July
1, 1998, but all rights and benefits which accrued or accrue to Brandt
thereunder on or prior to July 1, 1998 shall not be abrogated and shall remain
in full force and effect; and
WHEREAS, the parties desire to restate such agreement in its
entirety as amended hereby; and
WHEREAS, Brandt for approximately forty-eight (48) years has been
continuously engaged as an employee, officer, consultant and/or director of the
Company, and for approximately thirty-four (34) years and thirty-two (32) years
respectively has been an executive officer and chief executive manager of the
affairs of the Company and its subsidiaries and affiliates; and
WHEREAS, Brandt has had a long, continuously successful experience
and performance in the business operations of the Company and has a unique and
deep knowledge of the management, needs, trade secrets, know-how and affairs of
the Company and its subsidiaries and affiliates; and
WHEREAS, by reason of all of the aforesaid, Brandt's services are
uniquely valuable and advantageous to the Company; and
WHEREAS, it is the considered judgment of the Board of Directors
of the Company that it is in the best interests and to the advantage of the
Company that it secure to itself additional commitments from Brandt for the
performance of employment and consulting services to the Company to the extent
and upon the terms hereinafter provided;
NOW, THEREFORE, in consideration of the mutual premises herein
contained, the parties agree with each other that the following is their amended
and restated agreement ("Agreement") in its entirety effective July 1, 1998:
1. The Company hereby engages Brandt to perform employment and
consulting services to the Company on the terms and conditions hereafter set
forth, and Brandt hereby accepts such employment and engagement with the Company
for a term ("Term") of nine and one-half (9-1/2) years commencing on July 1,
1998 and ending on December 31, 2007. The employment term ("Employment Term")
shall be for a period of four and one-half (4-l/2) years commencing on July 1,
1998 and ending December 31, 2002. The consulting term ("Consulting Term")
shall be for a period of five (5) years commencing on January 1, 2003 and ending
on December 31, 2007. Notwithstanding the foregoing, Brandt may terminate the
Term of this Agreement on December 31, 1999 and on December 31 of each year
thereafter, on no less than six (6) months prior written notice, in which event
the Term shall end on such December 31 to the same effect as if such date was
fixed herein as the date for the end of the Term.
2 (a) During the Employment Term, Brandt will serve the Company
faithfully and diligently and shall render to the Company such services as are
appropriate to be rendered by the Chairman of the Board and such additional
executive services as may be reasonably assigned to him from time to time by the
Board of Directors of the Company, or by the Executive Committee of the Board of
Directors of the Company, provided that such services are of a type, dignity and
nature appropriate to the Chairman of the Board of Directors and former chief
executive officer and executive manager of the Company. Brandt shall render
such services primarily in Santa Fe, New Mexico or such other location in the
United States designated by Brandt and shall devote such time and attention as
may be reasonably necessary to effect the efficient discharge of his duties
hereunder.
(b) During the Consulting Term, Brandt will render to the
Company such consulting services as may be reasonably assigned to him from time
to time by the Board of Directors of the Company, or by the Executive Committee
of the Company, provided that such services are of a type, dignity and nature
appropriate to the Chairman of the Board of Directors and former chief executive
officer and executive manager of the Company and further provided that: (i)
such consulting services shall be required to be rendered by him only in Santa
Fe, New Mexico or such other location in the United States designated by Brandt,
(ii) Brandt's inability to act as such consultant by reason of illness,
disability or lack of capacity shall not be deemed a breach of this Agreement,
and (iii) in Brandt's sole opinion the rendition of such services shall not be
detrimental or injurious to his health. It is further agreed that such services
shall not require more than sixty (60) hours service during any month; that
Brandt's unavailability at any particular time shall not constitute a breach of
this Agreement; that Brandt may, in his sole opinion, determine that such
services may be rendered by telephone, mail or other means of communication; and
that Brandt's failure to render such services because of his absence from Santa
Fe, New Mexico or such other location in the United States designated by Brandt
shall not be deemed a breach of this Agreement. Brandt shall be the sole and
absolute judge of his ability to render such consulting services, and Brandt's
conclusion that the rendition thereof would be harmful to him shall absolve and
excuse Brandt from the rendition of such consulting services.
(c) During the Term the Company shall use its best efforts to
nominate and elect Brandt from year to year as the Chairman of the Board, a
director, and a member of the Executive Committee of the Company. In the event
that Brandt shall not be elected at all times during the Term hereof as the
Company's Chairman of the Board of Directors, as a member of its Board of
Directors, and as a member of the Executive Committee, the same shall, at
Brandt's option, constitute a material breach of this Agreement by the Company
unless the Company shall completely cure such breach within thirty (30) days
from receiving notice from Brandt specifically setting forth the claimed breach.
Upon (i) failure of the Company to cure such breach, or (ii) in the event there
is a "Change-in-Control" as hereinafter defined, Brandt, at his option, shall at
any time thereafter be entitled to terminate his obligations hereunder by notice
("Notice") to the Company, specifically including the rendition of any services
by him to the Company. After the giving of the Notice the Company shall pay to
Brandt, notwithstanding such termination, all sums payable or otherwise provided
to Brandt under this Agreement for the balance of the Term, including, but not
limited to: (i) the salary and fees, Profit Participation and Bonus payments
provided to be paid to him pursuant to Paragraphs 3(a), (b), (c) and (d) for the
period from the date of such Notice of termination through December 31, 2007;
and (ii) the insurance and other benefits provided under this Agreement. The
aforesaid sums and benefits shall be paid or provided to Brandt as follows: (i)
the aggregate salary and fees provided to be paid for the balance of the Term
pursuant to Paragraphs 3(a) and (b) shall be paid to Brandt in one lump sum ten
(10) days after such Notice of termination, in the same aggregate amounts as are
so provided in said Paragraphs 3(a) and (b) to be paid for the balance of the
Term (adjusted for the CPI Adjustment, as hereafter defined, to the date of such
payment); and (ii) the sums provided to be paid pursuant to Paragraphs 3(c) and
(d) and the insurance and other benefits provided under this Agreement, shall be
paid or provided to Brandt in the same manner, at the same times, and in the
same amounts as is provided in the said Paragraphs (c) and (d) and in Paragraph
4 and elsewhere in the Agreement to be paid or provided during the balance of
the Term.
(d) Nothing contained in this Agreement shall in any way limit
or prevent Brandt from:
(i) being connected with, in any manner whatsoever,
including, without limiting the generality of the foregoing,
as owner, investor, executive or director or otherwise in any
business whatsoever, including, without limiting the
generality thereof, the business of producing, distributing
or exhibiting motion pictures, or the business of film
booking and buying, so long as the business is not directly
competitive with any business of the Company;
(ii) owning or dealing in the stock or securities of any
corporation whose stocks or securities are traded on any
public market provided that such holdings of Brandt in any
individual corporation that is a direct competitor of the
Company shall not exceed five (5%) percent of the outstanding
securities of any class of any such corporation.
(e) A "Change-in-Control" shall occur if, after the date hereof
(i) any Person is or becomes the beneficial owner, directly or
indirectly, through a purchase, merger or other acquisition transaction
or series of transactions of shares of capital stock of the Company
entitling such Person to exercise 20% or more of the total voting power
of all shares of capital stock of the Company entitled to vote
generally in the election of directors; (ii) the Company sells or
transfers all or substantially all of the assets of the Company to
another Person; (iii) there occurs any consolidation of the Company
with, or merger of the Company into, any other Person, any merger of
another Person into the Company other than (a) a merger which does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock and Class B Stock, (b) a merger
which is effected solely to change the jurisdiction of incorporation of
the Company and results in a reclassification, conversion or exchange
of outstanding shares of Common Stock solely into shares of Common
Stock, or (c) a transaction in which the stockholders of the Company
immediately prior to such transaction owned, directly or indirectly,
immediately following such transaction, a majority of the combined
voting power of the voting capital stock of the corporation resulting
from the transaction, such stock to be owned by such stockholders in
substantially the same proportion as their ownership of the voting
stock of the Company immediately prior to such transaction; (iv) a
change in the Board of Directors in which the individuals who
constituted the Board of Directors at the beginning of the 24-month
period immediately preceding such change (together with any other
director whose election by the Board of Directors or whose nomination
for election by the stockholders of the Company was approved by a vote
of at least a majority of the directors then in office either who were
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the directors then in office; or (v)
the Common Stock is the subject of a "Rule 13e-3 transaction" as
defined under the Securities Exchange Act of 1934 ("Exchange Act").
For purposes of this Section 2, the term "Person" means any individual,
corporation, partnership, joint venture, association, joint-stock
company, trust , unincorporated organization or government or any
agency or political subdivision thereof. Such term also (i) includes
any syndicate or group deemed to be a "Person" under Section 13(d)(3)
of the Exchange Act , but (ii) excludes Brandt, the Company, any
Subsidiary, any existing Person (including, directly or indirectly, the
immediate family (parents, spouse, children, stepchildren, brothers or
sisters) of any such Person), who currently beneficially owns shares of
the Company's capital stock with 20% or more of the voting power as
described above, or any current or future employee or director benefit
plan of the Company or any Subsidiary of the Company or any entity
holding capital stock of the Company for or pursuant to the terms of
such plan, or any underwriter engaged in a firm commitment underwriting
in connection with a public offering of capital stock of the Company
"Subsidiary" means a corporation of which more than 50% of
the issued and outstanding stock entitled to vote for the election of
directors (otherwise than by reason of default in dividends) is at the
time owned or controlled, directly or indirectly, by the Company.
3 (a) During the Employment Term the Company agrees to pay Brandt
the following, in addition to Directors' fees and fees as a member of the
Executive Committee and other Committees, if any, of the Board of Directors of
the Company (such fees to be paid as if Brandt was not an employee of the
Company and in the same amounts as non-employee directors are paid):
(i) A salary at the rate of $311,766.67 per annum for
the balance of 1998, and for each calendar year thereafter
during the Employment Term, subject to the CPI Adjustment for
calendar years subsequent to 1998 as hereafter provided;
(ii) A fee as Chairman at the rate of $63,033.66 per
annum for the balance of 1998 and for each calendar year
thereafter during the Employment Term, subject to the CPI
Adjustment for calendar years subsequent to 1998 as hereafter
provided:
(iii) An additional fee as Chairman at the rate of
$25,555.55 per annum payable at the end of each calendar
year.
(b) During the Consulting Term the Company agrees to pay Brandt,
in addition to Directors' fees and fees as a member of the Executive Committee
and other Committees, if any, of the Board of Directors of the Company (such
fees to be paid as if Brandt was not an employee of the Company and in the same
amounts as non-employee directors are paid), a sum at the rate of $325,000 per
annum, subject to the CPI Adjustment for calendar years subsequent to 1998 as
hereinafter provided.
(c) During the Term the Company agrees to pay Brandt (i) an
amount equal to one and one-half percent (1-1/2%) of Company's pre-tax
consolidated earnings, as hereinafter defined in each calendar year (including
the full 1998 calendar year) during the Employment Term hereof and (ii) an
amount equal to three quarters of one percent (3/4%) of Company's pre-tax
consolidated earnings, as hereinafter defined in each calendar year during the
Consulting Term hereof, (hereinafter the amounts payable under (i) and (ii) of
this Paragraph 3(c) are collectively referred to as the "Profit Participation").
Such pre-tax consolidated earnings shall be fixed and determined by the
independent certified public accountants regularly employed by the Company.
Such independent certified public accountants, in ascertaining such pre-tax
consolidated earnings, shall apply all accounting practices and procedures
heretofore applied by the Company's independent certified public accountants in
arriving at such annual pre-tax consolidated earnings as disclosed in the
Company's annual statement for that year of profit and loss released to its
stockholders. The determination by such independent certified public
accountants shall be final, absolute and controlling upon the parties. Payment
of such amount, if any is due, shall be made for each year by the Company to
Brandt within thirty (30) days after such accountant shall have furnished such
statement to the Company disclosing the Company's pre-tax consolidated earnings
for such calendar year. The Company undertakes to use its reasonable efforts to
cause said accountants to prepare and furnish such statements within one hundred
thirty (130) days from the close of each such fiscal year and to cause said
independent certified public accountants, concomitantly with the delivery of
such statement by said accountants to it, to deliver a copy of such statement to
Brandt. The Company shall not have any liability to Brandt arising out of any
delays with respect to the foregoing.
(d) The Board of Directors of the Company upon the
recommendation of the Compensation Committee of the Board of Directors shall
consider no later than May of each year the grant of a bonus ("Bonus") to Brandt
based upon the performance of Brandt during the immediate preceding year during
the Term. In determining whether to grant any such bonus and the amount
thereof, consideration may be given to the performance of the Company in light
of competitive and economic conditions. Notwithstanding the foregoing, the
Company shall pay to Brandt the highest Bonus applicable for each calendar year
ending December 31, commencing December 31, 1998, in the respective amounts
hereinafter set forth, in the event the Company's pre-tax consolidated earnings
for any year during the Term determined in accordance with Paragraph 3(c), meets
or exceeds the respective amounts hereinafter set forth.
If Pre-Tax Consolidated Annual Non-Cumulative Level of
Earnings in Any Year Exceed Bonus Payable
$ 250,000 5,000
500,000 10,000
750,000 15,000
1,000,000 20,000
1,250,000 31,250
1,500,000 37,500
1,750,000 43,750
2,000,000 50,000
Over 2,000,000 $50,000 plus 2-1/2% of each full increment of
$250,000 over $2,000,000, the total annual bonus
not to exceed $125,000 (e.g., if $2,900,000,
$50,000 plus 2-1/2% of $750,000 or $50,000 plus
$18,750 = $68,750). The maximum of $125,000
payable hereunder shall be subject to the CPI
Adjustment for years following 1998 as
hereinafter provided.
(e) Notwithstanding Paragraphs 3(c) and 3(d) of this Agreement,
for purposes of Paragraphs 3(c) and 3(d) of this Agreement, there shall be
excluded from the calculation of pre-tax consolidated earnings during the Term
of this Agreement (i) the amount by which (x) any item or items of unusual or
extraordinary gain in the aggregate exceeds 20% of the Company's net book value
as at the end of the immediate preceding calendar year or (y) any item of
unusual or extraordinary loss in the aggregate exceeds 20% of the Company's net
book value as at the end of the immediate preceding calendar year, in each case
in (x) and (y) above as determined in accordance with generally accepted
accounting principles, and items of gain and loss shall not be netted against
each other for purpose of the above 20% calculation, (ii) any effect of FASB 109
or similar promulgation, (iii) any direct effect on pre-tax consolidated
earnings of write-offs of existing prepaid financing costs prior to the normal
amortization schedule of such financings provided however that for the purposes
of this Paragraph 3(e), such financing costs shall thereafter be amortized in
accordance with such normal amortization schedule of such financings, or (iv)
any contractual Bonuses and/or Profit Participations accrued or paid to Brandt
and other employees. Each Bonus payment shall be made in accordance with the
time provisions set forth in Paragraph 3(c). Notwithstanding the foregoing, the
Board may, in any event, even if any of the aforesaid pre-tax consolidated
earnings levels are not exceeded, grant Brandt the aforesaid Bonus or any
portion thereof for any such year or any other bonus based on his performance.
In the event Brandt is entitled to or is awarded a Bonus, the Company
shall notify Brandt thereof no later than May 31 of such year and Brandt shall
have the option of receiving such bonus in (i) cash, (ii) Common Stock and/or
Class A Stock of the Company or (iii) cash and Common Stock and/or Class A Stock
in such ratio as Brandt elects. Such election shall be made by Brandt by
written notice to the Company and the Company shall pay said Bonus in the form
elected by Brandt within fourteen (14) days after receipt of Brandt's written
notice thereof. Upon Brandt's failure to make such election within sixty (60)
days after notice to Brandt from the Company of the Bonus, such Bonus shall be
paid in cash to Brandt on the day following the expiration of said sixty (60)
day period. In the event Brandt elects to receive any such Bonus in Common
Stock and/or Class A Stock of the Company, the same shall be valued at the
latest closing price of such Common Stock and/or Class A Stock, as the case may
be, on (i) the American Stock Exchange (or other principal stock exchange on
which the Company's Common Stock and/or Class A Stock is listed or, (ii) if not
so listed, on the Nasdaq National Market System ("NMS") or any comparable system
if listed thereon, or (iii) if not quoted on the NMS or a comparable system, at
the mean between the average of the high and low bid and asked prices on the
over-the-counter market) on the date of Brandt's election. If there is no trade
on such date on any such exchange or market, then the closing price on the date
on which it last traded.
(f) The Company may make appropriate deductions from the said
payments required to be made in this Paragraph 3 to Brandt, to comply with all
governmental withholding requirements.
The payments provided in Paragraphs 3(a) and (b) shall be made in equal
weekly installments, or as otherwise may be the practice of the Company in
making similar payments, but not less often than once monthly. The payments
provided to be made to Brandt pursuant to said Paragraphs 3(a)(i) and 3(a)(ii)
and (b) shall each be appropriately adjusted upward ("CPI Adjustment") for
inflation at the beginning of each calendar year commencing in 1999 based on the
United States Department of Labor Bureau of Labor Statistics, Consumer Price
Index, United States City Average, all items (1998=100). The CPI Adjustment
shall be paid retroactively when determined, for payments already made in the
applicable calendar year.
Brandt shall also be entitled to reimbursement from the Company for the
amount of the social security payments payable by Brandt based on amounts paid
to him under this Agreement to the extent such social security payments would
have been made by the Company if the fees under Paragraphs 3(a)(ii) and 3(b)
were paid as a salary. Any such reimbursement payable by the Company hereunder
shall be grossed up to take into account and reimburse Brandt for any tax
consequences resulting therefrom.
This Agreement shall not be deemed abrogated or terminated if the
Company, in its discretion, shall determine to increase the compensation of
Brandt for any period of time, or if Brandt shall accept such increase.
(g) If, during the Term of this Agreement, Brandt shall be
prevented from performing or be unable to perform, or fail to perform his duties
by reason of illness or any other incapacity or disability, the payments and/or
benefits provided in Paragraphs 3 and 4 and elsewhere in this Agreement to be
made or provided to Brandt, shall continue to be made or provided to Brandt for
the balance of the Term, without any reduction whatsoever, at the same times, in
the same manner, and in the same amounts as provided in Paragraphs 3 and 4 and
elsewhere in this Agreement. If Brandt shall die during the Term, the Company
shall pay to Brandt's widow and/or issue, as provided below in this paragraph,
an amount equal to the aggregate payments provided to be made under Paragraphs 3
(a) and (b) that otherwise would have been payable to Brandt during the Term but
for his death, for the balance of the Term through December 31, 2007, without
any reduction whatsoever. Such payments of the amounts provided in Paragraphs
3(a) and (b) shall be made at the same times, in the same manner, and in the
same amounts as provided in Paragraphs 3(a) and (b), as follows: fifty percent
(50%) to Brandt's widow, if she shall survive him, and in such event the
remaining fifty percent (50%) shall be equally divided among his surviving
issue, per stirpes and not per capita. In the event that Brandt's wife shall
predecease him or, having survived him, shall die during the balance of the Term
ending December 31, 2007, the entire amounts thereafter payable during the
balance of the Term shall be payable as provided in Paragraphs 3(a) and (b) in
equal shares to his surviving issue, per stirpes and not per capita.
In addition to the payments, insurance and/or benefits provided in
Paragraphs 3(g) and 4 and elsewhere in this Agreement, in the event of Brandt's
death during the Term, the Company shall pay to the person or persons designated
in writing by Brandt to the Company (the "Designee") and, if none, to Brandt's
estate, an amount equal to the highest Profit Participation provided for in
Paragraph 3(c) hereof and the highest Bonus payments provided for in Paragraph
3(d) hereof received in each case by Brandt during the five (5) year period
preceding his death (including for this calculation any payments of Profit
Participation and Bonus paid to Brandt under the prior employment agreement
referred to in Paragraph 11), for the balance of the Term of this Agreement
through December 31, 2007. Such payments of Bonus and Profit Participation
under this Paragraph 3(g) shall be made at the same times and in the same manner
as provided in Paragraphs 3(c) and (d), as follows: (x) to the Designee(s), and
(y) if there is no Designee or all Designees have predeceased Brandt, then to
Brandt's estate.
4. (a) The Company will continue to furnish to Brandt (provided
Brandt is insurable) a policy of life insurance upon Brandt's life, the term of
which shall continue during the Term through December 31, 2007. Such policy
shall provide that Brandt, upon the expiration of said policy, shall have a
conversion right privilege, if same is available. Said policy shall provide for
a death benefit of $250,000 payable as follows:
Eighty (80%) percent of the death benefit of such
policy to Helen K. Brandt, his wife, and in such event the remaining twenty
(20%) percent of such death benefit shall be equally divided among his surviving
issue, per stirpes and not per capita. In the event that Brandt's wife shall
predecease him, then such policy shall provide that the entire death benefit
payable thereunder shall be payable in equal shares to his surviving issue, per
stirpes and not per capita.
If Brandt shall not be insurable, or if the amount of such
insurance is less than $250,000, then, upon Brandt's death during the Term
hereof, the Company shall in every event, pay to Brandt's said widow and/or
issue as provided above in this Paragraph 4(a), the amount of such uninsured
portion within 30 days after Brandt's said death. For example, if the amount of
insurance is $130,000, then $120,000 shall be paid by the Company to Brandt's
said widow and/or issue within 30 days after Brandt's death.
(b) The Company shall also provide to Brandt and his wife
during the Term, at the Company's expense, medical insurance coverage for Brandt
and his wife at least at the same levels as in effect for him on the date of the
execution of this Agreement, as well as any other group insurance plan,
hospitalization plan (subject to Medicare reimbursements), medical service plan
or any other benefit plan which Company may have in effect during the Term.
Included in such plans and benefits that the Company will make available or pay
to Brandt are travel and accident insurance and Christmas bonuses to the extent
the same are made available or paid to the senior executives of the Company.
Brandt shall also be entitled to any other insurance and other employee
benefits, including life insurance, which are available to senior executives of
the Company. Notwithstanding the foregoing, Brandt acknowledges and agrees that
(i) Brandt is accepting $50,000 of group term life insurance in place of the
larger amount of group term life that Brandt otherwise would be entitled to and
(ii) Brandt is not entitled to participate in the Company's existing pension
plan ("Pension Plan") and the Company agrees to reimburse Brandt for any and all
tax liabilities relating to (x)said Pension Plan and (y)previous payments to
Brandt from said Pension Plan, resulting from Brandt entering into this
employment agreement and/or becoming an employee of the Company. Any such
reimbursement by the Company shall be grossed up to take into account and
reimburse Brandt for any tax consequences resulting from such reimbursement.
The Company shall also continue to pay for and/or reimburse Brandt or his widow
for premiums paid (similarly grossed up for tax purposes) for second to die life
insurance policy on their lives which is presently in place.
5. The Company agrees that during the Term hereof Brandt shall be
provided with appropriate secretarial and administrative support, office space
and office equipment in connection with his services under this Agreement. The
Company shall also reimburse Brandt for all out-of-pocket expenses incurred by
him in furtherance of the business and activities of the Company, including
travel, board and hotel expenses. During the Term hereof, Brandt shall be
entitled to reasonable periods of sick-leave in each year and vacations not in
excess of a total of six (6) weeks in any one year. The Company shall also
furnish Brandt with a car and driver, as may be requested by Brandt during the
Term hereof.
6. A waiver by either party of any of the terms and conditions of
this Agreement in any instance shall be in writing and shall not be deemed or
construed to be a waiver of such term or condition for the future, or of any
subsequent breach thereof.
7. Any and all notices required or permitted to be given
hereunder shall be in writing and shall be deemed to have been given when
deposited in the United States mails, certified or registered, addressed as
follows:
To Brandt: Richard Brandt
P. O. Box 839
Tesuque, New Mexico 87574
To Company: Trans-Lux Corporation
110 Richards Avenue
Norwalk, Connecticut 06854
Att: CEO
Either party may, by written notice to the other, change the address to which
notices are to be addressed.
8. The Company may itself, or through any of its subsidiaries or
affiliates, make payment to Brandt of the compensation due him hereunder,
provided, however, that if such payment be made by a company other than the
Company, that fact shall not relieve the Company of its obligations hereunder,
except with respect to the extent of the amounts so paid.
9. The provisions hereof shall be binding upon and shall inure to
the benefit of Brandt, his heirs, executors and administrators and the Company
and its successors. During the Term of this Agreement, if the Company shall at
any time be consolidated or merged into any other corporation, or if
substantially all of the assets of the Company are transferred to any other
corporation, the provisions of this Agreement shall be binding upon and inure to
the benefit of the corporation resulting in such merger, or to which such assets
shall have been transferred, and this provision shall apply in the event of any
subsequent merger, consolidation or transfer.
10. Wherever in this Agreement it is provided that payments
and/or benefits are to be made and/or provided to Brandt's wife and/or widow,
and/or issue and/or trust, Brandt shall have the sole right at any time and from
time to time during his lifetime to change the parties and/or the percentages
and/or the amounts to be paid and/or provided to such parties. Whenever in this
Agreement the term "issue" is used it shall mean natural issue except in the
case of Brandt's grandchildren issue shall include grandchildren legally adopted
by Brandt's natural children.
11. This Agreement contains all the understandings and agreements
arrived at between the parties in relation to the subject matter and supersedes
as of July 1, 1998 the employment agreement between the parties dated as of
August 16, 1996. Notwithstanding this amendment and restatement of Brandt's
employment agreement with the Company dated August 16, 1996, all rights and
benefits which accrued or accrue to Brandt on or prior to July 1, 1998 under
said August 16, 1996 employment agreement shall not be abrogated by this
amendment and restatement and shall remain in full force and effect and this
employment agreement shall not affect any agreement other than said August 16,
1996 employment agreement between Brandt and the Company including but not
limited to any insurance agreements. The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
12. This Agreement shall not be varied, altered, modified,
changed or in any way amended, except by an instrument in writing, executed by
the parties hereto, or their legal representatives.
IN WITNESS WHEREOF, Brandt has executed and the Company has caused
its Vice Chairman, on its behalf, to execute this Agreement, on the day and year
first above written.
TRANS-LUX CORPORATION
By: /s/ Victor Liss
------------------------------
Vice Chairman of the Board
/s/ Richard Brandt
-------------------------------
Richard Brandt
<PAGE> EX-10.b
AGREEMENT ("Agreement") made as of the 1st day of June 1998 by and between
TRANS-LUX CORPORATION, a Delaware corporation having an office at 110 Richards
Avenue, Norwalk, CT 06856-5090 (hereinafter called "Employer"), and MICHAEL R.
MULCAHY residing at 24 Beeholm Road, Redding, CT 06896 (hereinafter called,
"Employee").
W I T N E S S E T H:
1. Employer hereby employs Employee, and Employee hereby accepts
employment, upon the terms and conditions hereinafter set forth.
2. (a) The term ("Term") of the Agreement shall be the period
commencing on the date hereof and terminating May 31, 2001.
(b) In the event that Employee remains or continues in the employ
of Employer after the Term, such employment, in the absence of a further
written agreement, shall be on an at-will basis, terminable by either
party hereto on thirty (30) days' notice to the other and, upon the 30th day
following such notice the employment of Employee shall terminate.
(c) Upon expiration of the Term of this Agreement, neither party
shall have any further obligations or liabilities to the other except as
otherwise specifically provided in this Agreement.
3. Employee shall be employed in an executive capacity of Employer
(and such of its affiliates, divisions and subsidiaries as Employer shall
designate). Employer shall use its best efforts to cause Employee to be elected
and continue to be elected an Executive Vice President of Employer during the
Term of this Agreement. In addition the Board of Directors may, but is not
obligated to, designate Employee as Chief Operating Officer of Employer at any
time during the Term. The precise services of Employee may be designated or
assigned from time to time at the direction of the Board of Directors, the
Chairman of the Board, the Vice-Chairman of the Board, or the President, and all
of the services to be rendered hereunder by Employee shall at all times be
subject to the control, direction and supervision of the Board of Directors of
Employer, to which Employee does hereby agree to be bound. Employee shall
devote his entire time, attention and energies during usual business hours
(subject to Employer's policy with respect to vacations, holidays and illnesses
for comparable executives of Employer) to the business and affairs of Employer,
its affiliates, divisions and subsidiaries as Employer shall from time to time
direct. Employee further agrees during the Term of this Agreement to serve as
an officer or director of Employer or of any affiliate or subsidiary of Employer
as Employer may request, and if Employee serves as such officer or a director he
will do so without additional compensation, other than director's fees or
honoraria, if any. Employer agrees that during the Term of this Agreement
Employee's principal office of employment shall be within a seventy-five (75)
mile radius of Norwalk, Connecticut.
During the Term of this Agreement and during any subsequent employment of
Employee by Employer, Employee shall use his best efforts, skills and abilities
in the performance of his services hereunder and to promote the interests of
Employer, its affiliates, divisions and subsidiaries. Employee shall not,
during the Term and during any subsequent employment of Employee by Employer, be
engaged in any other business activity, whether or not such business activity is
pursued for gain, profit or other pecuniary advantage. The foregoing shall not
be construed as preventing Employee from investing his assets in such form or
manner as will not require any services on the part of Employee in the operation
of the affairs of the companies in which such investments are made, provided,
however, that Employee shall not, either directly or indirectly, be a director
of or make any investments in any company or companies which are engaged in
businesses competitive with those conducted by Employer or by any of its
subsidiaries or affiliates except where such investments are in stock of a
company listed on a national securities exchange, and such stock of Employee
does not exceed one percent (1%) of the outstanding shares of stock of such
listed company.
Employee shall not at any time during or after the Term of this Agreement
use (except on behalf of Employer), divulge, furnish or make accessible to any
third person or organization any confidential information concerning Employer or
any of its subsidiaries or affiliates or the businesses of any of the foregoing
including, without limitation, confidential methods of operations and
organization, confidential sources of supply, identity of employees, customer
lists and confidential financial information. In addition, Employee agrees that
all lists, materials, books, files, reports, correspondence, records and other
documents and information ("Employer Materials") used, prepared or made
available to Employee, shall be and shall remain the property of Employer. Upon
the termination of employment of Employee or the expiration of this Agreement,
whichever is earlier, all Employer Materials shall be immediately returned to
Trans-Lux Corporation, and Employee shall not make or retain any copies thereof,
nor disclose or otherwise use any information relating to said Employer
Materials to any other party. As used herein the term Employer shall include
Employer, Employer's subsidiaries and affiliates, and any individuals employed
or formerly employed by any of them.
4. (a) For all services rendered by Employee during the Term of this
Agreement, Employer shall pay Employee a salary at the rate of ONE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($175,000) per annum during the period June 1,
1998 to May 31, 1999; at the rate of ONE HUNDRED NINETY-FIVE THOUSAND DOLLARS
($195,000) per annum during the period June 1, 1999 to May 31, 2000 and at the
rate of TWO HUNDRED FIFTEEN THOUSAND DOLLARS ($215,000) per annum during the
period June 1, 2000 to May 31, 2001. Such salary shall be payable weekly, or
monthly, or in accordance with the payroll practices of Employer for its
executives. The Employee shall also be entitled to all rights and benefits for
which he shall be eligible under any stock option plan, bonus, participation or
extra compensation plans, pensions, group insurance or other benefits which
Employer presently provides, or may provide for him and for its employees
generally. Such rights and benefits include the sales override commission
plan(as currently in place and compensated monthly) based on all sales and
rentals of Employer's world-wide sales staff. The sales override commission
shall not exceed (x) $29,167 for the period June 1-December 31, 1998, $45,000
for January 1-December 31, 1999, $40,000 for January 1- December 31, 2000 or
$16,666.67 for the period January 1-May 31, 2001 plus (y) for any such period in
which the bonus sales goal is exceeded, an additional bonus of 110% times the
override factor times the excess. For example, if the sales override amount for
a given period (year) is $36,000 and if the mutually agreed upon goal for that
period is $11,376,000, the factor is .0031645 (override amount divided by goal)
and sales reached is $12,376,000, then there is an additional override
commission of $3,480.95 ($1,000,000 x .0031645 x 110%). Notwithstanding the
foregoing, in no event shall an additional override be paid for any amount which
exceeds twice the mutually agreed goal (e.g. up to $22,752,000 if the goal is
$11,376,000).
This Agreement shall not be deemed abrogated or terminated if Employer, in
its discretion, shall determine to increase the compensation of Employee for any
period of time, or if the Employee shall accept such increase. In addition to
the group insurance set forth herein, Employer also agrees to continue to
provide Employee with life insurance in the amount of $75,000 at the non-smoking
rate during the term of this Agreement, provided Employee is insurable at
standard rates, with Employee paying any excess premium over the non-smoking
rate. The Employer shall transfer such policy to Employee on his retirement or
termination of this Agreement by either party without cause. All payments under
this Agreement are in United States dollars unless otherwise specified. In the
event Employee is non-insurable, then Employer shall pay to Employee from such
determination during the remainder of the Term annually the amount the premium
would have been at the standard rates. Upon termination of this Agreement as a
result of expiration of the Term, or termination by either party of any at-will
employment basis or Employee's retirement or discharge without cause, Employer
agrees to pay for continuation of coverage of Employee's present $75,000 life
insurance policy and medical insurance coverage for one (1) additional year.
(b) Employer may make appropriate deductions from the said payments
required to be made in this Section 4 to Employee to comply with all
governmental withholding requirements.
(c) If, during the Term of this Agreement and if the Employee is
still in the employ of Employer, Employee shall be prevented from performing or
be unable to perform, or fail to perform, his duties by reason of illness or any
other incapacity for (4) consecutive months (excluding normal vacation time)
during the Term hereof, Employer agrees to pay Employee thereafter during the
Term for the duration of such incapacity or 24 months, whichever is greater, 40%
of the base salary which Employee would otherwise have been entitled to receive
if not for the illness or other incapacity; provided, however, if such
incapacity ceases following the end of the Term, then any such payments shall
cease. Notwithstanding the foregoing, to the extent such 24 month period
continues after the end of the Term and Employee is entitled to payments under
Section 7, then the payment under this Section 4(c) shall terminate and Section
7 shall apply. If payments under Section 7 cease because of Employee's death
prior to the end of the 24 month period under this Section 4(c), then the
balance of the payments hereunder will be made, i.e., if Employee has received 6
months of disability payments before the Term expires and dies after receiving
12 months of payments under Section 7, then Employee's widow or surviving issue
will receive the remaining 6 months of payments under this Section 4(c). If
Employee dies during such 24 month period prior to the end of the Term, then
Section 4(e) shall apply and the payments under this Section 4(c) shall
terminate.
(d) The Board upon the recommendation of the Compensation Committee
of the Board shall consider no later than May 31, 1999, 2000, 2001 and 2002
respectively (provided there is no delay in obtaining the financial statements
as provided below, but in no event later than 45 days following receipt thereof)
the grant of a bonus ("Bonus") to Employee based on Employer's performance for
the immediately preceding fiscal year. Notwithstanding the foregoing, Employer
shall pay Employee the Bonus rate applicable for each level of annual pre-tax
consolidated earnings for any of the fiscal years ending December 31, 1998,
1999, 2000 and 2001 only, (provided however that the Bonus, if any, for 2001
shall be 41.67% of the amount set forth below for such year), in the respective
amounts hereinafter set forth in the event Employer's pre-tax consolidated
earnings for such year determined in accordance with Section 4(d) meet or exceed
the respective amounts hereinafter set forth, such Bonus not to exceed $125,000
for any year ($52,083.33 for January 1- May 31, 2001).
Amount of Annual Pre-Tax Bonus Percent Highest Amount
Consolidated Earnings On Amount Per Level
$250,000 - 999,999 1 3/4% $17,500
$1,000,000 - 1,999,999 2 1/4% $22,500
$2,000,000 - 5,400,000 2 1/2% $85,000
--------
$125,000 (highest aggregate Bonus)
No Bonus shall be payable on annual pre-tax consolidated earnings in excess of
$5,400,000. There shall be excluded from the calculation of pre-tax
consolidated earnings during the Term of this Agreement the amount by which (x)
any item or items of unusual or extraordinary gain in the aggregate exceeds 20%
of the Employer's net book value as at the end of the immediate preceding fiscal
year, (y) any item of unusual or extraordinary loss in the aggregate exceeds 20%
of the Employer's net book value as at the end of the immediate preceding fiscal
year, in each case in (x) and (y) above as determined in accordance with
generally accepted accounting principles and items of gain and loss shall not be
netted against each other for purpose of the above 20% calculation, or (z) any
contractual Bonuses and or contractual profit participations accrued or paid to
Employee and other employees.
Provided Employee is not in default of the Agreement, the Board
may, in any event, even if any of the aforesaid pre-tax consolidated earnings
levels are not exceeded, grant the Employee the aforesaid Bonus or any portion
thereof for such year based on his performance.
Notwithstanding anything to the contrary contained herein, if
Employee is not in the employ of Employer at the end of any aforesaid 1998, 1999
and 2000 fiscal year, or on May 31, 2001 no Bonus shall be paid for such
fiscal year or part thereof as to 2001. In the event of Employee's death on
or after January 1 of 1999, 2000 or 2001, or June 1, 2001 as to 2001, any
Bonus to which he is otherwise entitled for the prior fiscal year or 2001, as
the case may be, shall be paid to his widow if she shall survive him or if
she shall predecease him to his surviving issue per stirpes and not per
capita.
Such pre-tax consolidated earnings shall be fixed and determined by
the independent certified public accountants regularly employed by Employer.
Such independent certified public accountants, in ascertaining such pre-tax
consolidated earnings, shall apply all accounting practices and procedures
heretofore applied by Employer's independent certified public accountants in
arriving at such annual pre-tax consolidated earnings as disclosed in Employer's
annual statement for that year of profit and loss released to its stockholders.
The determination by such independent certified public accountants shall be
final, absolute and controlling upon the parties. Payment of such amount, if
any is due, shall be made for each year by Employer to Employee within sixty
(60) days after which such accountant shall have furnished such statement to
Employer disclosing Employer's pre-tax consolidated earnings for each of the
years 1998, 1999, 2000 and 2001. Employer undertakes to use reasonable efforts
to cause said accountants to prepare and furnish such statements within one
hundred thirty (130) days from the close of each such fiscal year and to cause
said independent certified public accountants, concomitantly with delivery of
such statement by accountants to it, to deliver a copy of such statement to
Employee. The Employer shall not have any liability to Employee arising out of
any delays with respect to the foregoing.
(e) In the event Employee dies during the Term of this
Agreement while the Employee is still in the employ of Employer, Employer shall
pay to Employee's widow or his surviving issue, as the case may be, for
twenty-four (24) months, annual death benefits payable weekly or in accordance
with Employer's payroll practices in an amount equal to 40% of Employee's then
annual base salary rate.
(f) Employee, in lieu of receiving cash payment of any Bonus
(excluding the sales override commission plan), may elect to receive all or part
of any such Bonus by delivery of the Employer's Common Stock, par value $1.00
per share ("Common Stock") valued at the closing market price on date of
election, or if not traded on such date, the last reported closing market price.
Such election must (i) be made within ten (10) days after notice of the amount
of such Bonus and (ii) require a minimum of one hundred (100) shares. No
fractional shares will be issued. Employee acknowledges that any such shares
must be purchased for investment and not with a view to distribution and cannot
be resold without an exemption from registration under the Securities Act of
1933, as amended, such as Rule 144 which requires, among other things, a one (1)
year holding period. Prior to commencement of any fiscal year period under
Section 4(d) Employee may also elect to defer payment of any such Bonus for up
to ten (10) years by giving written notice to Employer of Employee's request for
said deferral. Any such deferred Bonus shall not accrue interest whatsoever.
(g) Employer hereby grants Employee effective as of the date of
execution of this Agreement pursuant to Employer's 1995 Stock Option Plan
("Plan"), the option ("Option") to purchase 12,500 shares of Common Stock at a
price per share equal to the fair market value of Common Stock of Employer on
the execution date hereof in accordance with paragraph 5 of the Plan and upon
the other terms and conditions set forth in the form of the option agreement
annexed hereto as Exhibit A. Such option agreement shall be executed by
Employee as of the date of execution hereof.
(h) Employer agrees to provide Employee with split dollar life
insurance in the initial face amount of $500,000 with paid-up additions from
dividends for up to first 20 years of the policy in accordance with Male Smoker
Age 50 Presentation annexed hereto as Exhibit B. In the event and at such time
as Employee stops smoking in accordance with the insurance company's
regulations, any premium reductions resulting therefrom shall be utilized to
purchase additional life insurance for Employee under separate policies in
accordance with the available offerings.
5. During the Term of this Agreement, Employer will reimburse
Employee for traveling or other out-of-pocket expenses and disbursements
incurred by Employee with Employer's approval in furtherance of the businesses
of Employer, its affiliates, divisions or subsidiaries, upon presentation of
such supporting information as Employer may from time to time request.
6. During the Term of this Agreement, Employee shall be
entitled to a vacation during the usual vacation period of Employer in
accordance with such vacation schedules as Employer may prescribe.
7. Both parties recognize that the services to be rendered by
Employee pursuant to this Agreement are extraordinary and unique. During the
Term of this Agreement, and during any subsequent employment of Employee by
Employer, Employee shall not, directly or indirectly, enter into the employ of
or render any services to any person, partnership, association or corporation
engaged in a business or businesses in any way, directly or indirectly,
competitive to those now or hereafter engaged in by Employer or by any of its
subsidiaries during the Term of this Agreement and during any subsequent
employment of Employee by Employer and Employee shall not engage in any such
business, directly or indirectly on his own account and, except as permitted by
paragraph 3 of this Agreement, Employee shall not become interested in any such
business, directly or indirectly, as an individual, partner, shareholder,
director, officer, principal, agent, employee, trustee, consultant, or in any
other relationship or capacity. For a period of two (2) years following
termination of employment, Employee shall not directly or indirectly (i) engage
or otherwise be involved in the recruitment or employment of the Employer's
employees or any individual who was such an employee within one (1) year of any
such termination of employment, (ii) solicit or assist in obtaining business
from a customer of the Employer who was a customer during the two (2) year
period prior to termination of employment, with respect to products or services
competitive with products or services of Employer, or (iii) communicate,
publish, or otherwise transmit, in any manner whatsoever, untrue or negative
information or comments regarding Employer.
Employer shall be entitled, if it so elects, to institute and
prosecute proceedings in any court of competent jurisdiction, either in law or
in equity, to obtain damages for any breach of this Agreement, or to enjoin
Employee from any breach of this Agreement, but nothing herein contained shall
be construed to prevent Employer from pursuing such other remedies as Employer
may elect to invoke.
In the event Employee leaves the employ of Employer at the end of
the Term or any renewal Term and provided that Employee has not been discharged
for cause, then Employer shall pay to Employee weekly or bi-weekly in accordance
with Employer's payroll practices as severance pay, an amount equal to one
hundred percent (100%) of Employee's base salary under Section 4(a) in effect at
time of termination of employment (e.g. at rate of $215,000 per annum if
termination is June 1, 2001) for a period of two (2) years or until Employee's
death, whichever first occurs; provided further that if Employee violates the
confidentiality clause in Section 3 or violates or challenges the enforceability
of any of the clauses of this Section 7, Employer may, in addition to all other
remedies to which it is entitled, cease the payments under this Section 7. The
severance pay hereunder is not payable in the event Employee dies during the
Term or any renewal Term or for any time period following his death during the
above severance pay period. In the event Employee is disabled at the end of the
Term and receiving payments under Section 4(c), then the payment under this
Section 7 shall be at the rate of forty percent (40%), and not one hundred
percent (100%), of Employee's base salary under Section 4(a) in effect at time
of termination of employment and shall be in lieu of any payments under Section
4(c) which payments shall terminate so that there is no duplication of payment;
provided, however, if such disability ceases prior to the end of the two (2)
year time period, the payment rate shall be one hundred percent (100%) so long
as any disability does not recur. During the period in which Employer makes
payment to Employee under this Section 7, Employee agrees to be available for
reasonable telephonic consultation as to matters Employee worked on during the
Term.
8. In the event any provision of Section 7 of this Agreement
shall be held invalid or unenforceable by reason of the geographic or business
scope or the duration thereof, such invalidity or unenforceability shall attach
only to such provision and shall not affect or render invalid or unenforceable
any other provision of this Agreement, and this Agreement shall be construed as
if the geographic or business scope or the duration of such provision had been
more narrowly drawn so as not to be invalid or unenforceable.
9. Employee shall have the right to cancel and terminate this
Agreement on 75 days prior written notice from the date of occurrence if there
has been a "Change in Control of Employer", as hereinafter defined. Upon such
termination becoming effective pursuant to such notice by Employee, (a) Employer
and Employee shall be released from all further liability and obligations
provided for in the Agreement, except that Employee shall still be subject to
and bound by his obligations under Section 7 as modified herein; (b) Employer
shall pay to Employee his Bonus for the prior calendar year (if not previously
paid) as and to the extent provided for in Section 4 (d); (c) Employee shall be
paid in a lump sum on the effective date of termination, (i) the salary payable
under Section 4(a) for the balance of the Agreement Term or one (1) year,
whichever is longer, (ii) one additional year's salary at the $215,000 base
salary rate; and (iii) a Bonus payable under Section 4(d) for two (2) additional
years based on the Bonus paid or payable to Employee for the prior full year
preceding such notice; (d) Employee shall receive for the balance of the
Agreement Term medical insurance, group insurance and life insurance coverage as
and to same extent paid by Employer under Sections 4(a) and (h); and (e)
Employee shall be paid fifty percent (50%) of the severance payments provided
under Section 7 for a two (2) year period as and to extent otherwise provided in
Section 7. If Employee is incapacitated at the time of his notice under this
Section 9, the above payments shall be in lieu of the payments provided under
Section 4(c) which payments shall cease and terminate at the end of the 75 day
notice period. In the event of Employee's death during the 75 day notice
period, any amounts still payable to Employee by reason of such termination
shall be paid to his widow if she shall survive him, or if she shall predecease
him, to his surviving issue, per stirpes and not per capita. The notice under
this Section 9 must be given within 60 days of the occurrence of the applicable
event or be deemed waived. To the extent any such payments made pursuant to
Section 9 above are deemed to be an "excess parachute payment" under Section
280G of the Internal Revenue Code of 1986, as amended (the "Code") and are
subject to tax pursuant to Section 4999 of the Code, such payments shall be
grossed up in such a manner as to offset the effect of such excise tax on such
payments. For purpose of this Section 9, the phrase "Change in Control of
Employer" shall be deemed to have occurred if (x) any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
hereafter becomes the beneficial owner, directly or indirectly, of securities of
Employer, representing 25% or more of the combined voting power of the
Employer's then outstanding securities (other than members of Richard Brandt's
family, directly or indirectly through trusts or otherwise); and (y) during any
period of two (2) consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of Employer cease by reason of a
contested election to constitute at least a majority thereof, unless Richard
Brandt shall have approved such change in the majority. For further purposes of
this Section 9 only, the restriction in Section 7(ii) shall only apply to a
customer of Employer who was a customer during the six (6) month period prior to
termination of employment with respect to replacing Employer's leased products
with competitor's purchased or leased products or Employer's service contracts
with replacement service contracts for Employer's equipment, as long as such
service or lease agreement is in effect (including continuation of use or other
extension beyond the termination date thereof). The restrictions in Section
7(i) and (iii) shall continue without modification.
10. The waiver by Employer of a breach of any provision of this
Agreement by Employee shall not operate or be construed as a waiver of any
subsequent breach by Employee.
11. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and served personally or sent by
United States certified or registered mail, return receipt requested, or
overnight courier such as Federal Express or Airborne to his address as stated
on Employer's records, in the case of Employee, or to the office of Trans-Lux
Corporation, attention of the Chairman or Vice Chairman of the Board, 110
Richards Avenue, Norwalk, Connecticut 06856-5090, in the case of Employer, or
such other address as designated in writing by the parties.
12. This Agreement shall be construed in accordance with the
laws of the State of New York.
13. This instrument contains the entire agreement between the
parties and supersedes as of June 1, 1998, the Agreement between Employer and
Employee dated as of June 1, 1994, as amended, except any amounts which accrued
as of such date and are unpaid, but excluding any Bonus for the period January
1-May 31, 1998 which is covered by Section 4(d) hereof. It may not be changed,
modified, extended or renewed orally except by an agreement in writing signed by
the party against whom enforcement of any waiver, change, modification,
discharge or extension is sought. IN WITNESS WHEREOF, this Agreement has been
duly executed on the day and year above written.
TRANS-LUX CORPORATION
By:/s/ Victor Liss
_________________________________
Vice Chairman of the Board
/s/ Michael R. Mulcahy
_________________________________
Michael R. Mulcahy
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS PART OF THE QUARTERLY
REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 937
<SECURITIES> 6,553
<RECEIVABLES> 10,082
<ALLOWANCES> 0
<INVENTORY> 4,633
<CURRENT-ASSETS> 22,701
<PP&E> 99,065
<DEPRECIATION> 36,381
<TOTAL-ASSETS> 92,264
<CURRENT-LIABILITIES> 9,043
<BONDS> 32,682
<COMMON> 2,740
0
0
<OTHER-SE> 22,651
<TOTAL-LIABILITY-AND-EQUITY> 92,264
<SALES> 26,039
<TOTAL-REVENUES> 48,572
<CGS> 17,151
<TOTAL-COSTS> 30,799
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,107
<INCOME-PRETAX> 2,101
<INCOME-TAX> 946
<INCOME-CONTINUING> 1,155
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> 1,155
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