-----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, BN7NE0H49HSFqC6yBSui2sTK6J8kL9R276wsUpVtEDva0JmY3OOAMlMJ+mjjcSMf izuQwen4g6dZYE5H/l924Q== 0000921895-03-000942.txt : 20031126 0000921895-03-000942.hdr.sgml : 20031126 20031126160905 ACCESSION NUMBER: 0000921895-03-000942 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031125 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031126 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: 1934 Act SEC FILE NUMBER: 001-04987 FILM NUMBER: 031026776 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 8567271500 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 form8k05380_11252003.htm sec document


                                  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)  November 25, 2003
                                                  -------------------


                               SL INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       New Jersey                    1-4987                  21-0682685
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission            (IRS Employer
      of incorporation)             File Number)           Identification No.)



520 Fellowship Road, Suite A114, Mount Laurel, New Jersey          08054
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code (856) 727-1500
                                                   --------------



- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)







ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.
            -------------------------------------

            On November 25, 2003, SL Surface Technologies,  Inc. ("SurfTech"), a
wholly owned  subsidiary of SL  Industries,  Inc. (the  "Registrant"),  sold the
operating  assets of its business to Everlast  Coatings Inc.  (the  "Purchaser")
pursuant to an Asset Purchase Agreement (the "Purchase Agreement").

            Description of Assets
            ---------------------

            SurfTech  sold the  operating  assets and  equipment of its business
which is engaged in coatings and platings for equipment in the corrugated  paper
and  telecommunications  industries.  The  Registrant  retained (a) the land and
building and (b) specific liabilities as detailed in the Purchase Agreement.

            Consideration
            -------------

            Pursuant  to the terms of the sale,  the  consideration  paid by the
Purchaser was $600,000 in cash plus the assumption of certain  liabilities.  The
consideration was determined by arms-length negotiation. Cash proceeds were used
to pay severance,  closing costs and a required  contribution to a union pension
plan.

            Relationship with Purchaser
            ---------------------------

            John  R.  Willey,  the  President  of  the  Purchaser, was a  former
executive of SurfTech.  In connection with the sale, the Registrant entered into
a ten (10) year lease with the  Purchaser for the lease of the land and building
retained by the Registrant.

            Other than as described herein, the Registrant, on the one hand, and
the Purchaser and its affiliates,  on the other hand,  have no common  officers,
directors or control persons.

            For additional  information,  reference is made to the press release
which  is  attached  hereto  as  Exhibit  99.1  and is  incorporated  herein  by
reference.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
            ------------------------------------------------------------------

            (a)   Financial Statements of Business Acquired.

                  Not Applicable.

            (b)   Pro Forma Financial Information.

                  Pro forma financial  information required by this item will be
filed by amendment to this Current Report on Form 8-K.

            (c)   Exhibits.

                  99.1              Press Release dated November 25, 2003.

                                       2





ITEM 9.     REGULATION FD DISCLOSURE.
            -------------------------

            On November 25, 2003, the Registrant  announced that its subsidiary,
SurfTech,  has sold the  operating  assets  of its  business  which  engaged  in
coatings and  platings.  The sale  included the current  assets and equipment of
SurfTech  in  exchange  for  $600,000  in cash plus the  assumption  of  certain
liabilities. For additional information,  reference is made to the press release
which  is  attached  hereto  as  Exhibit  99.1  and is  incorporated  herein  by
reference.

                                       3





                                   SIGNATURES

            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.



                                               SL INDUSTRIES, INC.

Date:  November 26, 2003
                                          By:  /s/ David R. Nuzzo
                                               -------------------------------
                                               David R. Nuzzo
                                               Vice President Finance and
                                               Administration

                                       4





                                  EXHIBIT INDEX

       Exhibit No.                 Description
       -----------                 -----------

          99.1                     Press Release dated November 25, 2003



                                       5
EX-99.1 3 ex991to8k_11252003.htm sec document

                                                                    Exhibit 99.1

                              For Immediate Release


        SL INDUSTRIES, INC. ANNOUNCES THE SALE OF SL SURFACE TECHNOLOGIES



MT. LAUREL,  N.J.,  Nov. 25, 2003. SL INDUSTRIES,  INC. (AMEX &  PHLX:  SLI)
announced today that its subsidiary, SL Surface Technologies, Inc., has sold the
operating assets of its business which is engaged in coatings and platings.  The
sale included the current assets and equipment of SL Surface  Technologies  with
the  buyer  paying   $600,000  in  cash  plus  the  assumption  of  the  certain
liabilities.  SL Surface Technologies has retained (a) the land and building and
has entered into a 10 year lease with the buyer,  and (b) specific  liabilities.
Commenting  on the sales,  Warren  Lichtenstein,  Chairman  and Chief  Executive
Officer of SL  Industries,  Inc.  said,  "We are pleased to complete the sale of
this non-core business and to continue our focus on our core businesses."

As a result  of the sale,  the  Company  expects  to record an after tax loss of
approximately  $575,000  and use all of the  proceeds of sale to pay  severance,
closing costs and a required contribution to a union pension plan.

About SL Industries

SL Industries,  Inc.  designs,  manufactures  and markets Power and Data Quality
equipment   and  systems  for   industrial,   medical,   aerospace  and  utility
applications.  For more information about SL Industries,  Inc. and its products,
please visit the Company's web site at www.slindustries.com.


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,  including  those
described  above and the  following:  the  effectiveness  of the cost  reduction
initiatives  undertaken  by the  Company,  changes in demand  for the  Company's
products,  product mix, the timing of customer orders and deliveries, the impact
of  competitive  products  and  pricing,  constraints  on  supplies  of critical
components, excess or shortage of production capacity,  difficulties encountered
in the integration of acquired businesses and other 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.


Contact Information:  SL Industries, Inc.
David Nuzzo, 856-727-1500, ext. 5515


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