sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 12, 2005
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LYNCH CORPORATION
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(Exact Name of Registrant as specified in Charter)
INDIANA 1-106 38-1799862
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
140 GREENWICH AVENUE, 4TH FLOOR, GREENWICH, CT 06830
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 622-1150
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Venator Merchant Fund, L.P., a Delaware limited partnership ("Venator"),
made a loan to Lynch Corporation ("Registrant"), in the amount of $700,000 (the
"Loan"). Registrant's obligation to repay Venator is evidenced by a Promissory
Note, dated May 12, 2005, made by Registrant to Venator (the "Note"), which is
filed as Exhibit 10.1 to this Current Report on Form 8-K. Under the terms of the
Note, Registrant is to pay Venator the principal sum of $700,000 on September
11, 2005 (the "Maturity Date"), or within seven days after demand by Venator is
made. Registrant is also to pay interest on the unpaid principal amount,
together with payment of principal on the Maturity Date, at the rate of 6% per
annum.
The Note contains covenants restricting the use of the proceeds of the Loan
as follows: (a) up to $250,000 are to be used for open market purchases of
Registrant's common stock; and (b) the balance is to be used for working capital
and general corporate purposes, including, without limitation for legal and
accounting accruals and corporate accruals and expenses.
Under the terms of the Note, Registrant must prepay the Promissory Note to
the extent of the net proceeds of any sale of its equity or debt securities. The
Note also provides for certain events of default that could accelerate the date
on which payment of the Note is to be made.
Venator is an investment limited partnership controlled by Registrant's
Chairman of the Board, Marc Gabelli, and is the beneficial owner of
approximately 20% of Registrant's outstanding common stock. The Loan was
approved by the Audit Committee of the Board of Directors of the Registrant.
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01- Entry into a Material Definitive Agreement.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Promissory Note made by Lynch Corporation to Venator Merchant
Fund, L.P., dated May 12, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
LYNCH CORPORATION
By: /s/ John C. Ferrara
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John C. Ferrara
President and Chief Executive Officer
May 16, 2005