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): December 19, 2006
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THE LGL GROUP, INC.
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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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On December 19, 2006, John C. Ferrara notified the Board of Directors
that he intends to resign from his positions as President and Chief Executive
Officer of The LGL Group, Inc. (the "Company") effective December 31, 2006.
Effective upon Mr. Ferrara's resignation, the Board of Directors appointed
Jeremiah M. Healy as the President and Chief Executive Officer of the Company.
Mr. Healy, age 64, has served as the Chief Financial Officer of the Company
since September 2006. Mr. Healy has also served as a director and as the
Chairman of the Audit Committee of Infocrossing, Inc. since 2004. Infocrossing,
Inc. is a provider of selective IT outsourcing and business processing
solutions. Mr. Healy served as the Vice President and Chief Financial Officer of
Ge-Ray Holdings Co from 1989 to 2005. Ge-Ray Holdings Co is an integrated
merchandising and manufacturing company.
On August 31, 2006, the Company entered into an Employment Agreement
with Mr. Healy to serve as the Company's Chief Financial Officer (the
"Employment Agreement"). The Employment Agreement was effective as of September
5, 2006, and is terminable by either party. Under the Employment Agreement, Mr.
Healy is to receive a salary of $185,000 per annum and is eligible to receive a
discretionary annual bonus of $50,000. In addition, upon commencement of his
employment, Mr. Healy received a one-time grant of 10,000 shares of restricted
stock pursuant to the Company's 2001 Equity Incentive Plan.
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.
THE LGL GROUP, INC.
By: /s/ Jeremiah M. Healy
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Name: Jeremiah M. Healy
Title: Chief Financial Officer
December 19, 2006
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