Attached files

file filename
S-1 - FORM S-1 - TRANS LUX Corptransluxs1registration.htm
EX-99.1 - EXHIBIT 99.1 - TRANS LUX Corpexhibit99_1.htm
EX-99.7 - EXHIBIT 99.7 - TRANS LUX Corpexhibit99_7.htm
EX-99.2 - EXHIBIT 99.2 - TRANS LUX Corpexhibit99_2.htm
EX-99.4 - EXHIBIT 99.4 - TRANS LUX Corpexhibit99_4.htm
EX-23.1 - EXHIBIT 23.1 - TRANS LUX Corpexhibit23_1.htm
EX-99.5 - EXHIBIT 99.5 - TRANS LUX Corpexhibit99_5.htm
EX-4.3 - EXHIBIT 4.3 - TRANS LUX Corpexhibit4_3.htm
EX-3.3 - EXHIBIT 3.3 - TRANS LUX Corpexhibit3_3.htm
EX-99.6 - EXHIBIT 99.6 - TRANS LUX Corpexhibit99_6.htm



Exhibit 99.3

TRANS-LUX CORPORATION

FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS

Up to [] Shares of Series B Convertible Preferred Stock Issuable
Upon Exercise of Transferable Subscription Rights

This letter is being distributed to broker-dealers, trust companies, banks and other nominees in connection with a rights offering by Trans-Lux Corporation (the “Company”) to subscribe for shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred”) made to stockholders of record as of 5:00 p.m., Eastern Time, on [], 2015 (the Record Date).

The Company is issuing transferable rights to subscribe for shares of Series B Preferred (the Rights) on the terms and subject to the conditions described in the Companys prospectus relating to the rights offering dated [], 2015 (the Prospectus). The Rights may be exercised by holders thereof (the Rights Holders) at any time during the subscription period, which commences on [], 2015 and ends at 5:00 p.m., Eastern Time, on [], 2015, unless extended by the Company in its sole discretion (as it may be extended as described in the Prospectus, the “Expiration Date”). The Rights are transferable and we expect that they will be quoted on the OTC Pink until the Expiration Date.

The Company will distribute to you one Right for each share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that you hold for clients on the Record Date.  As described in the Prospectus, each Right gives the Rights Holder the right to purchase from the Company [] shares of Series B Preferred, (the Basic Subscription Right) at a subscription price of $[] per whole share (the Subscription Price). In addition, Rights holders who fully exercise their Basic Subscription Rights will be entitled to subscribe, at the Subscription Price, for additional shares of Series B Preferred that other Rights holders do not purchase through the exercise of their Basic Subscription Rights (the “Over-Subscription Right”). If sufficient remaining shares of Series B Preferred are available, all over-subscription requests will be honored in full. If requests for shares of Series B Preferred pursuant to Over-Subscription Rights exceed the shares of Series B Preferred available, the remaining shares of Series B Preferred will be prorated among those who properly exercised Over-Subscription Rights in proportion to their respective Basic Subscription Rights. We will not issue fractional shares of Series B Preferred. If the number of Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares that you may purchase will be rounded down to the nearest whole share.

We are asking persons who hold shares of Common Stock beneficially, and who have received the Rights distributable with respect to those shares through a broker-dealer, trust company, bank or other nominee, to contact the appropriate institution or nominee and request it to effect the transactions for them.

If you exercise the Over-Subscription Right on behalf of a beneficial owner of Rights, you will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Over-Subscription Right, as to the aggregate number of Rights that have been exercised pursuant to the Basic Subscription Right, whether such beneficial owner’s Basic Subscription Rights have been exercised in full and the number of shares of Series B Preferred being subscribed for pursuant to the Over-Subscription Right by such beneficial owner on whose behalf you are acting.

Enclosed are copies of the following documents:

1.

Prospectus;

2.

Instructions for Use of Subscription Rights Certificate;

3.

Form of letter which may be sent to beneficial holders of Common Stock;



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4.

Form of Nominee Holder Certification; and

5.

Form of Notice of Guaranteed Delivery.

Your prompt action is requested. As described further in the Prospectus, to exercise the Rights, you must deliver the properly completed and duly executed Nominee Holder Certification and payment in full of the aggregate Subscription Price that is required for all of the shares subscribed for pursuant to the Basic Subscription Rights and the Over-Subscription Rights, to the Subscription Agent. Do not send the Nominee Holder Certification or payment to the Company.

The properly completed and duly executed Nominee Holder Certification, accompanied by full payment of the aggregate Subscription Price, must be received by the Subscription Agent before 5:00 p.m., Eastern Time, on the Expiration Date. Failure to return the properly completed Nominee Holder Certification with the correct and complete payment will result in your not being able to exercise the Rights held in your name on behalf of yourself or other beneficial owners. A holder of Rights cannot revoke the exercise of Rights. Rights not exercised before 5:00 p.m., Eastern Time, on the Expiration Date will be void, of no value and will cease to be exercisable for shares of Series B Preferred.

Additional copies of the enclosed materials may be obtained from the Information Agent, Morrow & Co., LLC, by telephone at (203) 658-9400, or by e-mail at tnlx.info@Morrowco.com.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU OR ANY OTHER PERSON AN AGENT OF THE COMPANY, THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING, EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.




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