-----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, MsJIJmgxufuN9ZnmOlpB2lksDH++DoGMgyrksi5bQbOLYirsE/4ng04Z1Jtdr0Um EpaJpufW0tjSwAazrWkcSQ== 0000921895-06-002262.txt : 20061106 0000921895-06-002262.hdr.sgml : 20061106 20061106155023 ACCESSION NUMBER: 0000921895-06-002262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061031 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SL INDUSTRIES INC CENTRAL INDEX KEY: 0000089270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] 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: 061190296 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_10312006.htm sec document


                                    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): October 31, 2006
                                                         ----------------

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

                                       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 2.01.     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

               Effective  as of October 31, 2006,  pursuant to a Stock  Purchase
Agreement (the "Stock Purchase  Agreement")  dated as of October 31, 2006 by and
among SL Industries,  Inc., a New Jersey corporation (the "Purchaser"),  Norbert
D. Miller,  Revocable Living Trust of Fred A. Lewis and Margaret Lange-Lewis U/A
Dated January 28, 1993, as Amended and Restated as of October 31, 2001,  and the
Einhorn Family Foundation (collectively, the "Sellers"), Purchaser acquired from
the Sellers 100% of the outstanding common stock, par value $1.00 per share (the
"Shares"),  of MTE  Corporation,  a  Wisconsin  corporation  ("MTE").  The total
consideration  the Purchaser  paid for the Shares was  $15,503,000  in cash (the
"Purchase Price").

               MTE  designs  and  manufactures  power  quality   electromagnetic
products used to protect  equipment  from power  surges,  bring  harmonics  into
compliance  and improve the  efficiency of variable  speed motor  drives.  MTE's
product lines include:  three-phase AC reactors,  DC link chokes and a series of
harmonic,  RFI/EMI and motor  protection  filters.  These products are typically
used in industrial  plants and commercial  buildings where  non-linear loads and
attendant harmonics produced by these loads are present.

               Funds for payment of the  Purchase  Price by the  Purchaser  were
obtained pursuant to an existing revolving credit facility of Purchaser.

               The  Purchaser  and  its  affiliates,  on the one  hand,  and the
Sellers  and their  respective  affiliates,  on the other  hand,  have no common
officers, directors or control persons.

               A copy of the  press  release  relating  to this  transaction  is
attached hereto as EXHIBIT 99.1 and is incorporated herein by reference.

ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

     (a)       FINANCIAL  STATEMENTS OF BUSINESS  ACQUIRED.  In accordance  with
               Item  9.01(a)  of Form  8-K,  the  financial  statements  for MTE
               required pursuant to Regulation S-X will be filed by amendment to
               this Form 8-K on or before January 15, 2007.

     (b)       PRO FORMA FINANCIAL INFORMATION.  In accordance with Item 9.01(b)
               of  Form  8-K,  the  pro  forma  financial  information  required
               pursuant to  Regulation  S-X will be filed by  amendment  to this
               Form 8-K on or before January 15, 2007.

     (d)       Exhibit No.           Description
               -----------           -----------

                     99.1 Press release, dated November 1, 2006.






                                   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: November 6, 2006
                               By:    /s/ David R. Nuzzo
                                      ------------------------------------------
                               Name:  David R. Nuzzo
                               Title: Vice President and Chief Financial Officer



EX-99.1 2 ex991to8k05380_10312006.htm sec document

                                                                    Exhibit 99.1


                              FOR IMMEDIATE RELEASE


                          SL INDUSTRIES, INC. COMPLETES
                         ACQUISITION OF MTE CORPORATION


            MT. LAUREL, NEW JERSEY,  NOVEMBER 1, 2006 . . . SL INDUSTRIES,  INC.
(AMEX &  PHLX:SLI)  today  announced  that  it has  successfully  completed  the
acquisition of MTE Corporation,  an electromagnetic  products manufacturer,  for
total cash consideration of approximately  $15.5 million. SL Industries said the
purchase price would be financed under its Revolving  Credit Agreement with Bank
of America, N.A. James C. Taylor, SL Industries' Chief Executive Officer, stated
"We are very excited about this  acquisition  and believe it will  significantly
broaden  the product  portfolio  of the SL Power  Electronics  Group in the high
power market."

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 SL Industries' web site at WWW.SLINDUSTRIES.COM.

ABOUT MTE CORPORATION
MTE Corporation designs and manufactures power quality electromagnetic  products
used to protect equipment from power surges, bring harmonics into compliance and
improve the  efficiency  of variable  speed motor  drives.  MTE's  product lines
include:  three-phase  AC  reactors,  DC link  chokes and a series of  harmonic,
RFI/EMI and motor  protection  filters.  These  products are  typically  used in
industrial plants and commercial  buildings where non-linear loads and attendant
harmonics produced by these loads are present.

CONTACT:
David R. Nuzzo, Chief Financial Officer
E-mail:  DAVID.NUZZO@SLINDUSTRIES.COM
Phone:  856-727-1500, ext. 5515
Facsimile:  856-727-1683



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