-----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, PyWf58MAYpKq6LvEdSv/iuF9kmTRRnwGpCjuBXHQJoIQJNMldWV5yVlvTMLQVSpU SxZV9V0ePZXml0M1v9/5bw== 0000921895-05-001263.txt : 20050808 0000921895-05-001263.hdr.sgml : 20050808 20050808162128 ACCESSION NUMBER: 0000921895-05-001263 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050802 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 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: 051006199 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_08022005.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) August 2, 2005
                                                           --------------

                              --------------------

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

                                       N/A
          -------------------------------------------------------------
          (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.

Revolving Credit Facility
- -------------------------

            On August 3, 2005, the  registrant  and certain of its  subsidiaries
entered  into a  revolving  credit  facility  with Bank of  America,  N.A.  (the
"Revolving Credit  Facility") to replace the existing the financing  arrangement
among the registrant,  certain of its  subsidiaries and LaSalle Business Credit,
LLC,  as set forth in the Loan and  Security  Agreement  dated  January  6, 2003
("LaSalle  Facility").  See Item 1.02  below for a  complete  discussion  of the
termination  of the LaSalle  Facility on August 2, 2005.  The  Revolving  Credit
Facility,   with  a  standby  and  commercial  letter  of  credit  sub-limit  of
$5,000,000,   provides  for  borrowings  of   $25,000,000,   and  under  certain
circumstances  for maximum  borrowings  of  $30,000,000.  The  Revolving  Credit
Facility  expires  on June 30,  2008.  Borrowings  under  the  Revolving  Credit
Facility bear interest,  at the  registrant's  option,  at the London  interbank
offering rate ("LIBOR")  plus 0.90% to 1.9%, or a base rate,  plus a margin rate
ranging from 0% to 0.5%,  which is the higher of (i) the Federal Funds rate plus
0.5% or (ii) Bank of America,  N.A.'s publicly  announced prime rate. The margin
rates are based on certain leverage  ratios,  as provided in the loan documents.
The  registrant is subject to compliance  with certain  financial  covenants set
forth in the  Revolving  Credit  Facility,  including  a maximum  ratio to total
funded debt to EBITDA,  minimum  levels of interest  coverage  and net worth and
limitation on capital expenditures, as defined.

Grant of Option
- ---------------

            On August 4, 2005,  the  registrant  announced  the  appointment  of
Eugene J. Ruddy as President of its wholly owned  subsidiary,  Condor D.C. Power
Supplies,  Inc. As part of Mr. Ruddy's compensation,  the registrant granted him
options to purchase 25,000 shares of the  registrant's  common stock,  par value
$.20 per share,  at an exercise price of $17.01 per share (the  "Options").  The
Options  vest  25% on  August  1,  2005  and  25% on  each  of  the  next  three
anniversaries of August 1, 2005. The Options expire on August 4, 2009.

            For additional  information,  reference is made to the press release
attached hereto as EXHIBIT 99.01, which is incorporated herein by reference.


ITEM 1.02   TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

            On August 2, 2005, the LaSalle Facility was terminated.  The LaSalle
Facility provided for a revolving loan and two term loans, up to a total maximum
indebtedness of  $20,000,000.  The revolving loan of up to $16,810,000 was based
upon eligible  receivables  and inventory,  as well as an overadvance  amount of
$1,500,000. The overadvance amount was fully paid down on April 7, 2004. The two
term loans of $2,350,000  and $840,000 were being paid down over the  three-year
term. The registrant was subject to an early termination  charge of $184,981.30.
The total amount that the registrant  paid in connection with the termination of
the LaSalle Facility was $2,520,231.39.






ITEM 2.03   CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGATION UNDER AN
            OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

            See Item 1.01-Entry into Material Definitive  Agreement,  discussing
the  Revolving  Credit   Agreement,   by  and  among  the  registrant,   certain
subsidiaries of the registrant and Bank of America, N.A., dated August 3, 2005.

ITEM 8.01   OTHER EVENTS

            On August 4, 2005 the registrant  issued a press release  announcing
the  appointment  of Eugene J. Reddy as  President of Condor and the issuance of
the Options in connection  with his  appointment.  The registrant also announced
the appointment of Salvatore V. Ronchetti,  the former  President of Condor,  as
Executive Vice President of the registrant's Power Electronics Group.

            For additional  information,  reference is made to the press release
attached hereto as EXHIBIT 99.01 and incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

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

            99.01              Press release of SL Industries, Inc. dated August
                               4, 2005.









                                   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.
                                       -------------------
                                          (Registrant)

Date: August 8, 2005
                                       By: /s/ David R. Nuzzo
                                           -------------------------------------
                                       Name:  David R. Nuzzo
                                       Title: Vice President and Chief
                                              Financial Officer


EX-99 2 ex9901to8k05380_08022005.htm EX-99.01 sec document
                                                                   Exhibit 99.01


SL  INDUSTRIES,  INC.  ANNOUNCES  APPOINTMENT OF EUGENE J. RUDDY AS PRESIDENT OF
CONDOR D.C. POWER SUPPLIES, INC.
Thursday August 4, 11:48 am ET

MT. LAUREL,  N.J.--(BUSINESS  WIRE)--Aug.  4, 2005--SL INDUSTRIES,  INC. (AMEX &
PHLX:SLI)  announced today that it has appointed Eugene J. Ruddy as President of
its wholly owned subsidiary,  Condor D.C. Power Supplies,  Inc. ("Condor").  Mr.
Ruddy  joins  Condor  from  Fadal  Machining  Centers,  where he  served as Vice
President and General Manager since 2002. He has 21 years of general management,
engineering  and  manufacturing   experience,   including   responsibility   for
operations in the far east.  Mr. Ruddy  received a Bachelor of Science degree in
engineering and a Master's degree in business  administration  from Embry-Riddle
University.  As part of Mr.  Ruddy's  compensation,  SL  Industries  granted him
options to purchase  25,000  shares of its common stock at an exercise  price of
$17.01 per share.

In connection  with the new leadership at Condor,  SL Industries  also announced
that  Salvatore V.  Ronchetti,  the former  President of Condor,  has been named
Executive  Vice  President of the SL Industries  Power  Electronics  Group.  Mr.
Ronchetti will continue to play an instrumental  role with the senior management
team on market and product development initiatives.

About SL Industries

SL Industries, Inc. designs,  manufactures and markets power electronics,  power
motion,  power  protection,  teleprotection  and  communications  equipment  and
systems  that is used in a variety of  medical,  aerospace,  computer,  datacom,
industrial,   telecom,  transportation  and  electric  power  utility  equipment
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  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  filings
and reports with the  Securities  and  Exchange  Commission.  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:
     SL Industries, Inc.
     David R. Nuzzo, 856-727-1500, ext. 5515
     Facsimile: 856-727-1683
     DAVID.NUZZO@SLINDUSTRIES.COM


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