SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) August 17, 2001
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LYNCH CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Indiana 1-106 38-1799862
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(State of other (Commission File (IRS Employer
Jurisdiction of Number) Identification)
Incorporation)
50 Kennedy Plaza, Suite 1250, Providence, RI 02903
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(Address of Principal Executive Offices Zip Code
Registrant's Telephone Number, Including Area Code: 401-453-2000
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Item 5. Other Events
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On August 17, 2001, Ralph R. Papitto replaced Mario J. Gabelli as Chairman and
Chief Executive Officer of Lynch Corporation (the "Company") and Mr. Gabelli was
appointed Vice Chairman. In connection with Mr. Papitto's appointment, the Board
of Directors approved, subject to shareholder ratification, the grant of an
option to Mr. Papitto to purchase up to 374,471 shares of the Company's Common
Stock at an exercise price of $30 per share (subject to customary anti-dilution
adjustments) (the "Option").
Also on August 17, 2001, Anthony T. Castor, III, and Robert E. Dolan resigned as
directors. There are now three vacancies on the Board (Louis A. Guzzetti, Jr.,
resigned on July 31) and it is contemplated that three new directors who are
acceptable to Mr. Papitto and the remaining Board will fill such vacancies.
Attached as Exhibit 10(w) is a copy of the agreement (the "Agreement") among the
Company, Mr. Papitto and Mr. Gabelli pursuant to which, among other things, the
Company has agreed to grant Mr. Papitto the Option. Also pursuant to the
Agreement, Mr. Gabelli has agreed to vote all shares of Common Stock owned by
him personally in favor of the Option. The Agreement is incorporated herein by
reference in its entirety.
Attached as Exhibit 99.1 is a copy of the press release issued on August 17,
2001 announcing Mr. Papitto's appointment as Chairman and Chief Executive
Officer, which press release is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
10(w) Agreement dated August 17, 2001 among Lynch
Corporation, Ralph R. Papitto and Mario J. Gabelli
99.1 Press Release dated August 17, 2001
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Lynch Corporation
By: /s/Ralph R. Papitto
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Ralph R. Papitto
Chief Executive Officer
Date: August 24, 2001
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