-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SVVdVrAkPirYcaOE6SmoJ+JUEPpBkBj9/E9nRsGb/n7iiosA3Y7ViyzENU88F5CS 9iWVwrxKOsJrXggkdCnLGw== 0000893220-96-001024.txt : 19960619 0000893220-96-001024.hdr.sgml : 19960619 ACCESSION NUMBER: 0000893220-96-001024 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960618 EFFECTIVENESS DATE: 19960618 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SL INDUSTRIES INC CENTRAL INDEX KEY: 0000089270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 210682685 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-53274 FILM NUMBER: 96582387 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: STE 306C CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 6097271500 MAIL ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: STE 306C CITY: MT LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: SGL INDUSTRIES INC DATE OF NAME CHANGE: 19841008 FORMER COMPANY: FORMER CONFORMED NAME: GL INDUSTRIES INC DATE OF NAME CHANGE: 19710111 FORMER COMPANY: FORMER CONFORMED NAME: GL ELECTRONICS CO INC DATE OF NAME CHANGE: 19670928 S-8 POS 1 POST EFFECTIVE AMENDMENT NO.1 SL INDUSTRIES INC 1 As filed with the Securities and Exchange Commission on June ____, 1996 Registration No. 33-53274 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM S-8/A POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SL INDUSTRIES, INC. ----------------------------------------------------- (Exact name of Registrant as Specified in its Charter) NEW JERSEY 21-0682685 ------------------------ ----------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) SUITE 114-A, 520 FELLOWSHIP ROAD, MT. LAUREL, NJ 08054 ------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) 1991 LONG TERM INCENTIVE PLAN OF SL INDUSTRIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DATED JUNE 19, 1991, WITH OWEN FARREN NON-QUALIFIED STOCK OPTION AGREEMENT DATED SEPTEMBER 25, 1991, WITH TED D. TAUBENECK NON-QUALIFIED STOCK OPTION AGREEMENT DATED NOVEMBER 12, 1990, WITH RONALD R. MAZIK ----------------------------------------------- (Full Title of the Plan) OWEN FARREN, PRESIDENT SL INDUSTRIES, INC. SUITE 114-A, 520 FELLOWSHIP ROAD MT. LAUREL, NEW JERSEY 08054 --------------------------------------- (Name and address of Agent for Service) (609) 727-1500 ------------------------------------------------------------- (Telephone Number, including Area Code, of Agent for Service) ____________________ Copies To: SUSAN E. PENDERY, ESQUIRE Earp, Cohn, Leone & Pendery A Professional Corporation 1515 Market Street, Suite 1600 Philadelphia, PA 19102 2 AMENDMENT TO ITEM 8 Item 8 to this Registration Statement is hereby amended and restated in its entirety as follows:
Item 8. Exhibits. - ------ -------- 4.1 1991 Long Term Incentive Plan of SL Industries, Inc., as amended is incorporated herein by reference to the Appendix to the Recipient's Proxy Statement for its 1995 Annual Meeting held November 17, 1995, previously filed with the Securities and Exchange Commission. 4.2 Non-Qualified Stock Option Agreement dated September 25, 1991, with Ted D. Taubeneck (incorporated by reference to Exhibit 10-B of the Registrant's Annual Report on Form 10-K for the year ended July 31, 1991 filed with the Securities and Exchange Commission on October 28, 1991 (hereinafter referred to as the "Registrant's 1991 Annual Report")). 4.3 Non-Qualified Stock Option Agreement dated June 19, 1991, with Owen Farren (incorporated by reference to Exhibit 10-A of the Registrant's 1991 Annual Report). 4.4 Non-Qualified Stock Option Agreement dated November 12, 1990, with Ronald R. Mazik. 4.5 Amendment No. 1 to Non-Qualified Stock Option Agreement dated September 25, 1991 with Ted D. Taubeneck dated May 2, 1996 (filed with this Post-Effective Amendment No. 1 to Registration Statement on Form S-8). 4.6 Certificate of Incorporation, as amended (previously filed as Exhibit 3-A to the Registrant's report on Form 10-K for the fiscal years ended July 31, 1985, July 31, 1986, July 31, 1987, and July 31, 1988, and incorporated herein by reference). 4.7 By-Laws, as amended (previously filed as Exhibit 3.2 to the Registrant's report on Form 8-K filed on August 26, 1992, and incorporated herein by reference). 5 Opinion of Earp, Cohn, Leone & Pendery, A Professional Corporation as to the legality of the securities being registered (filed with this Registration Statement on Form S-8).
3 24 Consent of Earp, Cohn, Leone & Pendery, A Professional Corporation (contained in Exhibit 5). 24.1 Consent of Arthur Andersen LLP incorporated by reference to Exhibit 24 of the Registrant's Annual Report on Form 10-K for the year ended July 31, 1995 filed with the Securities and Exchange Commission on October 30, 1995 (the "1995 10-K"). 24.2 Consent of Coopers & Lybrand L.L.P. incorporated by reference to Exhibit 24A of the Registrant's 1995 10-K.
AMENDMENT TO INDEX OF EXHIBITS The Index to Exhibits to this Registration Statement is amended and restated in its entirety as set forth herein. -2- 4 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Mt. Laurel, State of New Jersey, on May 31, 1996. SL INDUSTRIES, INC. By:/Owen Farren / -------------------------- Owen Farren, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /Owen Farren / /George R. Hornig, / - ----------------------------- -------------------------- OWEN FARREN, Director, GEORGE R. HORNIG, President and Chief Executive Officer Director Dated: May 31, 1996 Dated: May 31, 1996 /James E. Morris / /J. Dwane Baumgardner / - ----------------------------- -------------------------- JAMES E. MORRIS, Vice President J. DWANE BAUMGARDNER, Corporate Controller, Director Treasurer and Secretary Dated: May 31, 1996 Dated: May 31, 1996 /Edward A. Gaugler / /Salvatore J. Nuzzo / - -------------------------- -------------------------- EDWARD A. GAUGLER, SALVATORE J. NUZZO, Director Director, Chairman of the Dated: May 31, 1996 Board Dated: June 1, 1996 /Warren G. Lichtenstein / /Robert J. Sanator / - ------------------------- -------------------------- WARREN G. LICHTENSTEIN, ROBERT J. SANATOR, Director Director Dated: May 31, 1996 Dated: May 31, 1996
-3- 5 SL INDUSTRIES, INC. INDEX TO EXHIBITS FILED WITH FORM S-8 REGISTRATION STATEMENT
Exhibit No. Description - ----------- ----------- 4.1 1991 Long Term Incentive Plan of SL Industries, Inc., as amended is incorporated herein by reference to the Appendix to the Recipient's Proxy Statement for its 1995 Annual Meeting held November 17, 1995, previously filed with the Securities and Exchange Commission. 4.2 Non-Qualified Stock Option Agreement dated September 25, 1991, with Ted D. Taubeneck (incorporated by reference to Exhibit 10-B of the Registrant's Annual Report on Form 10-K for the year ended July 31, 1991 filed with the Securities and Exchange Commission on October 28, 1991 (hereinafter referred to as the "Registrant's 1991 Annual Report")). 4.3 Non-Qualified Stock Option Agreement dated June 19, 1991, with Owen Farren (incorporated by reference to Exhibit 10-A of the Registrant's 1991 Annual Report). 4.4 Non-Qualified Stock Option Agreement dated November 12, 1990, with Ronald R. Mazik. 4.5 Amendment No. 1 to Non-Qualified Stock Option Agreement dated September 25, 1991 with Ted D. Taubeneck dated May 2, 1996 (filed with this Post-Effective Amendment No. 1 to Registration Statement on Form S-8). 4.6 Certificate of Incorporation, as amended (previously filed as Exhibit 3-A to the Registrant's report on Form 10-K for the fiscal years ended July 31, 1985, July 31, 1986, July 31, 1987, and July 31, 1988, and incorporated herein by reference).
-4- 6 4.7 By-Laws, as amended (previously filed as Exhibit 3.2 to the Registrant's report on Form 8-K filed on August 26, 1992, and incorporated herein by reference). 5 Opinion of Earp, Cohn, Leone & Pendery, A Professional Corporation as to the legality of the securities being registered (filed with this Registration Statement on Form S-8). 24 Consent of Earp, Cohn, Leone & Pendery, A Professional Corporation (contained in Exhibit 5). 24.1 Consent of Arthur Andersen LLP incorporated by reference to Exhibit 24 of the Registrant's Annual Report on Form 10-K for the year ended July 31, 1995 filed with the Securities and Exchange Commission on October 30, 1995 (the "1995 10-K"). 24.2 Consent of Coopers & Lybrand L.L.P. incorporated by reference to Exhibit 24A of the Registrant's 1995 10-K.
-5- EX-4.5 2 NON-QUALIFIED STOCK OPTION AGREEMENT 1 EXHIBIT 4.5 AMENDMENT NO. 1 TO NON-QUALIFIED STOCK OPTION AGREEMENT AMENDMENT NO. 1, dated as of May 2, 1996, to the Non-Qualified Stock Option Agreement, concerning 50,000 shares of Common Stock of the Corporation and dated as of September 25, 1991 (the "Option Agreement"), by and between SL Industries, Inc., a New Jersey corporation ("SL"), and Ted D. Taubeneck ("Taubeneck") (SL and Taubeneck are herein sometimes collectively referred to herein as the "Parties"). W I T N E S S E T H: WHEREAS, the Parties have agreed to amend the Option Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 1. Paragraph 3 of the Option Agreement is hereby amended and restated in its entirety as follows: 3. Term of Option. The Option shall be exercisable at any time and from time to time following the date of this Agreement, until November 30, 1998, notwithstanding Taubeneck's death or disability, and regardless of whether Taubeneck is then employed by SL. 2. Except as amended hereby, the Option Agreement is hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be executed as of the day and year first above written. SL INDUSTRIES, INC. By: /Owen Farren / /Ted Taubeneck / ---------------------- ------------------------- OWEN FARREN, Chief TED TAUBENECK Executive Officer
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