8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): July 1, 2009

THE LGL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware	1-106	38-1799862
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2525 Shader Road, Orlando, FL		32804
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (407) 298-2000

(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.

On July 1, 2009, Robert Zylstra, the Chief Executive Officer of The LGL Group, Inc. (the “Company”), resigned from all of his positions with the Company and its subsidiaries.  Mr. Zylstra has agreed to remain with the Company as an advisor to the Company’s new President and Chief Executive Officer for a transition period.  Mr. Zylstra will also serve as Chairman of a newly-formed Board of Advisors, which will assist the Company in its ongoing efforts to restore profitability and growth.

Effective July 2, 2009, the Board of Directors appointed Greg Anderson to serve as the Company’s President and Chief Executive Officer.  Mr. Anderson, age 49, has served in various senior management positions with the Company’s MtronPTI subsidiaries over the past 10 years, most recently as Vice President Operations of MtronPTI.

Effective July 2, 2009, the Company entered into an Employment Agreement with Mr. Anderson (the “Anderson Employment Agreement”).  Mr. Anderson will be employed as the Company’s President and Chief Executive Officer on an “at will” basis and will receive an annual base salary of $170,000.  Subject to Mr. Anderson and the Company’s meeting certain performance targets, Mr. Anderson will also be eligible for (i) an annual bonus of up to 40% of his annual base salary, to be paid 50% in cash and 50% in restricted shares of the Company’s common stock, and (ii) a one-time cash bonus payment in recognition of his performance in 2009, in an amount to be determined by the Board of Directors.

The foregoing summary of the Anderson Employment Agreement is subject to, and qualified in its entirety by, the full text of the Anderson Employment Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in Item 1.01 is incorporated by reference into this Item 5.02.

Item 8.01.          Other Events.

The events described in this Current Report on Form 8-K are part of the Company’s ongoing restructuring effort initiated in July 2008 to improve overall operational efficiency and increase shareholder value in the face of an ongoing global economic slowdown.

On July 8, 2009, the Company issued a press release announcing the events described in this Current Report on Form 8-K.  A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01.          Financial Statements and Exhibits.

(d)         Exhibits

Exhibit No.                                           Description

10.1	Employment Agreement by and between The LGL Group, Inc. and Greg Anderson.
99.1	Press release dated July 8, 2009.

SIGNATURE

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 hereunto duly authorized.

July 8, 2009	THE LGL GROUP, INC.
	By:	/s/ Greg Anderson
		Name:	Greg Anderson
		Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

June 29, 2009

Greg Anderson
43197 SD Highway 52
Yankton, SD 57078

Dear Mr. Anderson:

On behalf of The LGL Group, Inc. (the “Company”) we are pleased to present you this offer for the position of Chief Executive Officer of the Company. If you accept this offer, the Company will employ you as its Chief Executive Officer, beginning on July 2, 2009 (the “Start Date”), subject to the approval of the Board of Directors (“BOD”).

1. Annual Base Compensation.  The Company will pay to you an annual base salary of $170,000, less applicable withholdings and deductions, in accordance with the Company’s normal payroll procedures and subject to such increases as may from time to time be determined by the (“BOD”).

2. Incentive Compensation.

a. Annual Incentive Bonus. You will be eligible to participate in the Company’s Annual Incentive Plan for a cash bonus payment of 40% of your Annual Base Compensation, less applicable withholdings and deductions.  The Bonus shall be paid 50% in cash and 50% in restricted shares of the Company’s stock, subject to meeting targets and thresholds established by the BOD.

b. Performance Thresholds. You will be eligible for a one time cash bonus payment, to be determined at the sole discretion of the BOD, less applicable withholdings and deductions, to be paid in 2009, provided that you and the Company meet certain performance thresholds established by the Operations Committee of the Company (“OC”).

3. Benefits.

a. Vacation:  Each year you will be eligible for vacation benefits consistent with Company policy applicable to its executive employees.

b. Other Benefits: You will be eligible to participate in the Company’s health and other employee benefit programs that are provided by the Company for its executive employees in accordance with the provisions of any such plans, as the same may be in effect from time to time.

4. Reporting Responsibility. You will report to the OC.

5. “At-Will” Employment.  You acknowledge that you are an employee-at-will and may be terminated by the Company at any time for any legally permissible reason.

6. Confidentiality.  During and after your employment you will not divulge or appropriate to your own use or the use of others, in competition with the Company, any secret or confidential information or knowledge pertaining to the business of the Company, or any of its subsidiaries, obtained in any way while employed by the Company or any of its subsidiaries.

7. Applicable Law. The provisions of this Agreement shall be construed in accordance with the laws of the State of Delaware.

By accepting the Company’s offer of employment, you represent that your acceptance of the offer does not, and will not, cause you to violate any current contract or commitment, and it is a condition of your employment that there are no constraints on your ability to fully perform the duties of the position offered.

This offer letter comprises the entire description of your compensation, and fully supersedes any and all prior discussions, documents, promises, agreements, letters, and memoranda regarding this subject matter.

Please note that this offer of employment is subject to satisfactory completion of a background check, confirmation of your eligibility to work in the United States under the terms of the Immigration Reform and Control Act of 1986 and your ability to procure the necessary security clearance required pursuant to the National Industrial Security Program.

We look forward to working with you.  Please call with any questions you may have.

Very truly yours,
The LGL GROUP, Inc.
/s/ Marc Gabelli
Name:	Marc Gabelli
Title:	Chairman of the Board

Agreed and Accepted:
By:	/s/ Greg Anderson
	Greg Anderson

EX-99.1

Exhibit 99.1

Contacts:	Harold Castle, LGL Group:	(407) 298-2000 ex146
	Vic Emmanuel, VJE Consultants:	(914) 305-5198

LGL GROUP FURTHERS ITS RESTRUCTURING PROGRAM AND NAMES

GREG ANDERSON PRESIDENT AND CHIEF EXECUTIVE OFFICER

Orlando, FL, July 8, 2009 -- The LGL Group, Inc. (NYSE Amex: LGL) (“LGL”), today announced the appointment of Greg P. Anderson as LGL’s President and Chief Executive Officer.  Mr. Anderson is a ten-year veteran of LGL who most recently served as the company’s VP of Operations.

“Greg comes with a strong background in operations.  His mandate is to improve manufacturing efficiencies through yield improvements and cost reductions, while rapidly improving sales and design processes globally,” said Marc Gabelli, LGL Chairman.

In the interest of corporate cost reductions, and furthering its company-wide right-sizing efforts against a backdrop of revenue declines, the company announced the formation of a Board of Advisors consisting of existing directors and executive management.   This group will operate at greatly reduced cost to the company.  Robert Zylstra, the outgoing CEO, will remain with LGL and will serve as Chairman of this newly-formed Board of Advisors.

“We are grateful for the ongoing dedication of the professionals that constitute our new Board of Advisors. The Board of Advisors will be available to assist the company in its ongoing efforts to restore profitability and growth where required, while allowing increased flexibility in its efforts to reduce corporate costs.    Today’s announcement is part of the ongoing right-sizing and restructuring efforts,” Mr. Gabelli added.

Mr. Anderson’s Business Experience

Mr. Anderson has been with the LGL Group for 10 years, serving as vice president of operations for LGL subsidiary MtronPTI.  He has over 20 years of executive management in high-tech manufacturing enterprises.  He has experience with the manufacturing and marketing of both low volume/high mix custom industrial products and high volume/low cost consumer products.  In addition to LGL, his corporate affiliations have included Imation Corporation and 3M Corporation.

About The LGL Group, Inc.

The LGL Group, Inc., through its wholly owned subsidiary MTRON - PTI, manufactures and markets highly engineered electronic components used to control the frequency or timing of signals in electronic circuits.  These devices are used extensively in infrastructure equipment for the telecommunications and network equipment industries.  They are also used in electronic systems for military applications, avionics, earth orbiting satellites, medical devices, instrumentation, industrial devices and global positioning systems.  LGL has operations in Orlando, Florida, Yankton, South Dakota and Noida, India.  LGL also has a sales office in Hong Kong, China.

Recent Highlights

·   On June 15, LGL announced it had received authorization from Lockheed Martin Aeronautics Company to do its own final release testing of highly engineered parts used in a wide variety of Lockheed Martin’s products and systems.

·   On April 21, LGL announced it had secured active projects with 12 industry leaders in the $10 billion satellite manufacturing market, including Boeing Space Systems, L-3 Communications, Northrop-Grumman, Trak Microwave Corp., NEC-Toshiba Space Systems, and others.

For more information on LGL and its products and services, contact Harold Castle, The LGL Group, Inc., 2525 Shader Rd., Orlando, Florida 32804, (407) 298-2000 ex 146, or visit LGL’s Web site: www.lglgroup.com.

Caution Concerning Forward Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances.  Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors.  More detailed information about those factors is contained in LGL’s filings with the Securities and Exchange Commission.