-----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, Dmhw3R3oP7gppdvxQozVK/NePERbrH1ciIoca/EPRfNd+5nj4AqD8GMMAr3hII0n qhqzvTZkhWTfo5VI6gElQw== 0000893220-01-000303.txt : 20010323 0000893220-01-000303.hdr.sgml : 20010323 ACCESSION NUMBER: 0000893220-01-000303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010319 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010322 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04987 FILM NUMBER: 1576554 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 6097271500 MAIL ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 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 8-K 1 w46118e8-k.txt SL INDUSTRIES, INC. FORM 8-K 1 =============================================================================== 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): March 19, 2001 SL INDUSTRIES, INC. (Exact name of issuer as specified in its charter) New Jersey 1-4987 21-0682685 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER) 520 Fellowship Road, Suite A114 Mount Laurel, New Jersey 08054 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (856) 727-1500 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 2 ITEM 5. OTHER EVENTS. On March 19, 2001, SL Industries, Inc. (the "Company") issued a press release announcing that the board of directors had determined to explore a sale of the Company in order to maximize shareholder value and that Credit Suisse First Boston had been retained to lead the process. In connection with this process, the board of directors has decided to postpone the Company's annual meeting of shareholders until an appropriate time in the future at which shareholders will be asked either to vote for a proposed sale transaction or to elect a slate of directors, or both. The Company also announced that, due to the severity of the current economic slowdown, it believed that its earnings for the fiscal year ending December 31, 2001 would be materially below the range of $0.95 to $1.15 per diluted share previously announced. A copy of the press release appears as Exhibit 99 to this Report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) The following is filed as an Exhibit to this Report:
Exhibit Number Description - -------------- ----------- 99 Press Release dated March 19, 2001.
3 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, thereunto duly authorized, in the Township of Mount Laurel, State of New Jersey, on the 21st day of March, 2001. SL INDUSTRIES, INC. By: /s/ Owen Farren --------------------------------------- Owen Farren President and Chief Executive Officer 4 EXHIBIT INDEX
Exhibit Number Description ------------- ----------- 99 Press Release dated March 19, 2001.
EX-99 2 w46118ex99.txt PRESS RELEASE DATED MARCH 19, 2001 1 FOR IMMEDIATE RELEASE INVESTOR RELATIONS CONTACT: COMPANY CONTACT: Neil Berkman or Melanie Beeler Owen Farren Neil Berkman Associates President & CEO (310) 277-5162 (856) 727-1500 info@BerkmanAssociates.com www.slpdq.com SL INDUSTRIES TO EXPLORE SALE OF THE COMPANY Reduces Guidance For 2001 MT. LAUREL, NEW JERSEY, March 19, 2001 . . . SL INDUSTRIES, INC. (NYSE AND PHLX:SL) announced today that it has completed its previously announced review of strategic alternatives. Based upon this review, the Board of Directors has determined to explore a sale of the Company in order to maximize value for shareholders. Credit Suisse First Boston, New York, assisted the Company's Board of Directors in its review and has been engaged to lead this process. President and Chief Executive Officer Owen Farren said, "SL Industries has achieved the goals for product development and market position set out in its Power and Data Quality strategy adopted in 1992. Today the Company is at a crossroads. It enjoys an excellent reputation with major OEM customers in industrial, medical, aerospace and telecom markets, and possesses the technology and assets to meet the increasing demand for power solutions in these industries. On the other hand, our business operates in widely consolidating industries, where greater size and scale can be a competitive advantage. "It is our responsibility to ensure that each of the Company's business units operates in an environment that will allow it to maximize its growth potential and opportunity for our employees. SL's businesses have many strengths, including excellent reputations in select markets and with industrial distributors and low-cost manufacturing platforms, to name a few. We believe that these strengths will be valued by companies seeking to expand their position in the industries in which we operate. "After a thorough review of the various strategic alternatives available, the Board has decided that pursuing a sale of the Company is the best way to maximize value for its shareholders. With the continued assistance of Credit Suisse First Boston, we have initiated a process to achieve this goal in a diligent and orderly manner. "In light of the process about to be undertaken, the Board of Directors has decided to postpone the Company's annual meeting of shareholders. We anticipate holding a shareholder meeting at the appropriate time during this process, at which time shareholders will be asked either to vote for a proposed sale transaction or to elect a slate of directors or both." (more) 2 SL INDUSTRIES TO EXPLORE SALE OF THE COMPANY March 19, 2001 Page Two REVISED GUIDANCE FOR 2001 Farren continued, "We continue to see excellent long-term growth opportunities in each of the Company's served markets. However, in the semiconductor and telecom markets we have experienced significant order push-outs and cancellations in March. In addition, recent market and business announcements have indicated that conditions are likely to remain weak in these markets. Therefore, in view of the severity of the current economic slowdown, we believe that earnings for the year will be materially below the range of $0.95 to $1.15 per diluted share announced previously. However, as SL has not yet completed its first fiscal quarter, it is premature in the changing economic environment to predict a range of estimates for the year. We are taking action to reduce costs in line with lowered revenue expectations." FORWARD-LOOKING STATEMENTS This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in the company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. ABOUT SL INDUSTRIES SL Industries, Inc. designs, manufactures and markets power and data quality (PDQ) equipment and systems for industrial, medical, aerospace, telecommunications and consumer applications. For more information about SL Industries, Inc. and its products, please visit the Company's web site at www.slpdq.com. CONFERENCE CALL SL Industries has scheduled a conference call today at 11:00 AM EST to discuss its decision. A simultaneous WebCast of the conference call may be accessed online at www.StreetFusion.com or at www.slpdq.com. A replay will be available immediately following the WebCast and for three business days thereafter at these same Internet addresses. For a telephone replay, dial (800) 633-8284, reservation #18310783 beginning at approximately 1:00 PM EST. * * * * * -----END PRIVACY-ENHANCED MESSAGE-----