-----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, AvzOpLCoXJy6nNH31F09uvJ2JuC5qSG8ezlV6Au7ThHbsvBCJRU/o+lTKqUk9Rt2 bM5CLaKjRoGILegTBr9WfA== 0000921895-07-000657.txt : 20070327 0000921895-07-000657.hdr.sgml : 20070327 20070327172020 ACCESSION NUMBER: 0000921895-07-000657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070326 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070327 DATE AS OF CHANGE: 20070327 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: 07722106 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_03262007.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) March 26, 2007
                                                        --------------

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

                               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.

      The Board of Directors of SL  Industries,  Inc., a New Jersey  corporation
(the "Company")  authorized the repurchase of up to 560,000 shares of its common
stock,  $0.20 par value per share.  On March 27, 2007,  in  connection  with the
share  repurchase  program  authorized by the Board,  the Company entered into a
Rule 10b5-1 sales  trading plan  agreement  with Mutual  Securities,  Inc.  (the
"Trading Plan Agreement"),  which is effective from and including March 30, 2007
through March 30, 2008, unless earlier terminated.

      A copy of the Trading Plan  Agreement  is attached  hereto as Exhibit 10.1
and is incorporated by reference herein.

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On March 26, 2007,  the Company  announced its  financial  results for the
fourth  quarter and fiscal year ended  December  31,  2006.  A copy of the press
release is furnished as Exhibit 99.1 to this report.

      The  information  furnished  pursuant  to this Item  2.02 of this  Current
Report on Form 8-K,  including  Exhibit  99.1  hereto,  shall not be  considered
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended, or otherwise subject to the liability of such section,  nor shall it be
incorporated  by  reference  into  future  filings  by  the  Company  under  the
Securities  Act of 1933,  as amended,  or under the  Securities  Act of 1934, as
amended, unless the Company expressly sets forth in such future filing that such
information is to be considered "filed" or incorporated by reference therein.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)   Exhibits

      Exhibit No.       Description
      -----------       --------
      10.1              Sales Trading Plan Agreement, dated March 27, 2007,
                        between the SL Industries, Inc. and Mutual
                        Securities, Inc.

      99.1              Press Release dated March 26, 2007.



                                   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: March 27, 2007
                                       By: /s/ David R. Nuzzo
                                           -------------------------------------
                                           Name:  David R. Nuzzo
                                           Title: Vice President and Chief
                                                  Financial Officer


EX-10.1 2 ex101to8k05380_03262007.htm sec document

                                                                    Exhibit 10.1


                         SALES TRADING PLAN AGREEMENT

WHEREAS,  SL Industries,  Inc., a New Jersey corporation (the "Company") desires
to purchase,  from time to time,  certain shares (the "Shares") of common stock,
par value $.20 per share (the "Common Stock"), of the Company.

WHEREAS,  the Company  desires to enter into this  agreement  for the purpose of
establishing a trading plan to make  purchases of Shares in compliance  with all
applicable laws, including,  but not limited to, Section 10(b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations
promulgated thereunder,  including, but not limited to, Rule 10b5-1.  References
herein to this "Agreement" refer to this agreement and specifically  include the
trading plan described herein.

NOW,  IT IS  AGREED,  as of this  March  27,  2007  by the  Company  and  Mutual
Securities, Inc. (the "Broker") as follows:

SECTION 1.  TERMS OF PURCHASE.

(a)   The Company desires that the Broker effect  purchases of the Shares on its
      behalf in accordance with trading  requirements adopted by the Company and
      to be delivered in writing to the Broker by separate  letter (the "Initial
      Trading  Instructions").  The trading  requirements adopted by the Company
      are referred to herein as the "Program Period."

(b)   In  furtherance of Section 1(a) hereof,  the Company  directs the Broker
      to purchase,  in customary brokerage  transactions,  the Shares, for the
      Company's  account or accounts,  in the Broker's  sole  discretion as to
      execution and timing,  subject to the  condition  that as of the time of
      any purchase of Shares,  any  individual  employee of the Broker  making
      the Broker's investment  decisions on behalf of the Company shall not be
      in possession of or aware of material nonpublic  information relating to
      the  Company's  business,  operations  or  prospects or the value of the
      Common Stock ("Material Nonpublic Information").

(c)   Notwithstanding the foregoing, the Broker shall not purchase Shares at any
      time when the Broker,  in its sole discretion,  shall have determined that
      such purchase would violate applicable law, including, without limitation,
      Section  10(b) of the 1934 Act and the rules and  regulations  promulgated
      thereunder  and Section 5 of the  Securities  Act of 1933, as amended (the
      "1933 Act").

(d)   The  Company  agrees  that,  during  the  Program  Period,  it shall not
      exercise any  subsequent  influence  over how, when or whether to effect
      purchases  of the  Shares,  except  that  the  Company  may  amend  this
      Agreement  as set forth in  Section 3 hereof.  Each of the  Company  and
      the Broker  agrees that it will not discuss with the other the Company's
      business,  operations or prospects or any other information likely to be
      related to the value of the Shares or likely to  influence a decision to
      purchase the Shares.  Notwithstanding the preceding  sentence,  with the
      approval of counsel to the Broker,  the  Company  may  communicate  with
      Broker  personnel  who are not  responsible  for, and have no ability to
      influence,  the  execution  of  the  trading  plan  set  forth  in  this
      Agreement.



SECTION 2.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a)   The Company represents, warrants and covenants to the Broker as follows:

      (i)   The Company is not, as of the date hereof, aware of or in possession
            of Material Nonpublic Information.

      (ii)  The Company will at all times, in connection with the performance of
            this Agreement, comply with all applicable laws, including,  without
            limitation, Section 16 of the 1934 Act and the rules and regulations
            promulgated thereunder.

      (iii) The Company  agrees to provide such  additional  information  and to
            execute  such   additional   documents  or  instruments  as  may  be
            reasonably   requested  by  the  Broker  in   connection   with  the
            performance  of  this  Agreement  and  to  confirm  compliance  with
            applicable law.

      (iv)  The Company's Board has approved this Agreement.

      (v)   This   Agreement   constitutes   the  legal,   valid  and  binding
            obligation  of the  Company  enforceable  against  the  Company in
            accordance with its terms,  except as the  enforceability  thereof
            may   be   limited   by   applicable    bankruptcy,    insolvency,
            reorganization,  fraudulent conveyance,  moratorium and other laws
            affecting  the  enforceability  of  creditors'  rights and general
            principles of equity, and as rights to indemnity  hereunder may be
            limited by applicable law.

(b) The Broker represents, warrants and covenants to the Company as follows:

      (i)   The Broker has  implemented  reasonable  policies and  procedures,
            taking into consideration the nature of the Broker's business,  to
            ensure  that  individuals  making  investment  decisions  will not
            violate  the laws  prohibiting  trading  on the basis of  Material
            Nonpublic  Information.  These  policies  and  procedures  include
            those that  restrict any purchase or sale, or causing any purchase
            or sale,  of any  security  as to which the  Broker  has  Material
            Nonpublic  Information,   as  well  as  those  that  prevent  such
            individuals  from  becoming  aware  of or in  possession  of  such
            Material Nonpublic Information.

      (ii)  In connection with all purchases of Shares, the Broker shall deliver
            to the Company by facsimile or  electronic  mail,  no later than the
            close of  business on the date such  transaction  is  effected,  all
            information relating to each share purchase.

      (iii) This Agreement  constitutes the legal,  valid and binding obligation
            of the Broker enforceable  against the Broker in accordance with its
            terms,  except  as the  enforceability  thereof  may be  limited  by
            applicable  bankruptcy,   insolvency,   reorganization,   fraudulent
            conveyance,  moratorium and other laws affecting the  enforceability
            of creditors' rights and general principles of equity, and as rights
            to indemnity hereunder may be limited by applicable law.


                                       2


SECTION  3.   AMENDMENTS.   This  Agreement   (including  the  Initial   Trading
Instructions) may not be amended by the parties hereto,  except as follows:  The
parties hereto may amend the provisions of this Agreement (including the Initial
Trading Instructions),  provided that at the time of such amendment, the Company
was not in  possession  of or  aware  of  Material  Nonpublic  Information.  Any
modification  by the  Company  will be made in good  faith  and not as part of a
scheme to evade the  prohibitions  of Rule  10b5-1.  The  amended  Agreement  or
Initial Trading Instructions, as the case may be, shall not take effect until 30
days after the  amendment  is  adopted.  During the 30 day  period  between  the
adoption date of the amendment and the  effective  date of the  amendments,  the
unmodified Agreement or Initial Trading  Instructions,  as the case may be, will
remain in effect.

SECTION 4. TERMINATION. This Agreement shall terminate upon the earlier to occur
of the following:

(a)   The close of business on March 30, 2008; or

(b)   The Broker  purchases  the maximum  number of Shares  allowable  under the
      Initial Trading  Instructions,  as may be amended as provided in Section 3
      hereof; or

(c)   The Agreement is terminated  by either party  immediately  upon receipt of
      written notice to the other party; provided, however, that with respect to
      any  termination by the Company  pursuant to this Section 4(c) at the time
      of such  termination,  the  Company was not in  possession  of or aware of
      Material Nonpublic Information and such termination was made in good faith
      and not as part of a scheme to evade the prohibitions of Rule 10b5-1; or

(d)   Any purchase  effected pursuant to this Agreement that violates (or in the
      opinion  of counsel  to the  Company  or the Broker is likely to  violate)
      Section 16 of the 1934 Act, any other provision of the Federal  securities
      laws or regulations adopted by the U.S. Securities and Exchange Commission
      thereunder, or any other applicable Federal or State law or regulation; or

(e)   The Company materially breaches its obligations under this Agreement; or

(f)   The Company  enters into a contract that prevents or materially  restricts
      purchases by the Company under this Agreement.

SECTION 5.  INDEMNIFICATION  AND LIMITATION ON LIABILITY;  NO TAX, ACCOUNTING
OR LEGAL ADVICE.

(a)   The Company  agrees to indemnify  and hold  harmless the Broker (and its
      directors,  officers,  employees  and  affiliates)  from and against all
      claims, liabilities,  losses, damages and expenses (including reasonable
      attorneys'  fees and costs) arising out of or  attributable  to: (i) any
      material  breach  by  the  Company  of  this  Agreement  (including  the
      Company's  representations  and  warranties),  (ii) any violation by the
      Company of applicable  laws or regulations and (iii) any action taken by
      the  Broker  in good  faith  and  without  negligence  pursuant  to this
      Agreement.  This  indemnification  will survive the  termination of this
      Agreement.


                                       3


(b)   Notwithstanding  any other  provision  herein,  the  Broker  will not be
      liable to the Company for: (i) special, indirect,  punitive,  exemplary,
      or consequential  damages,  or incidental losses or damages of any kind,
      including  but not limited to lost profits,  lost  savings,  and loss of
      use of facility or equipment,  regardless of whether arising from breach
      of contract,  warranty, tort, strict liability or otherwise, and even if
      advised of the  possibility  of such losses or damages or if such losses
      or damages could have been reasonably  foreseen,  or (ii) any failure to
      perform or for any delay in  performance  that  results  from a cause or
      circumstance  that is beyond its reasonable  control,  including but not
      limited to failure  of  electronic  or  mechanical  equipment,  strikes,
      failure of common carrier or utility  systems,  severe  weather,  market
      disruptions or other causes commonly known as "acts of God."

(c)   The Company  acknowledges  and agrees that the Broker has not provided the
      Company  with any tax,  accounting  or legal  advice with  respect to this
      Agreement.

SECTION 6.  GOVERNING  LAW. This Agreement will be governed by, and construed in
accordance  with,  the laws of the  State of New  York,  without  regard to such
State's conflict of laws rules.

SECTION 7. ENTIRE  AGREEMENT.  This Agreement  constitutes the entire  agreement
between  the parties  hereto with  respect to the  subject  matter  hereof,  and
supersedes any previous or contemporaneous agreements, understandings, proposals
or promises with respect thereto, whether written or oral.

SECTION 8.  ASSIGNMENT.  This Agreement and each party's rights and  obligations
hereunder may not be assigned or delegated without the written permission of the
other  party and shall  inure to the  benefit  of each  party's  successors  and
permitted assigns, whether by merger, consolidation or otherwise.

              [The remainder of this page intentionally left blank]



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.

SL INDUSTRIES, INC.

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


MUTUAL SECURITIES, INC.

By: /s/ Mitchell C. Voss
    --------------------------
Name:  Mitchell C. Voss
Title: President


                                       5


EX-99.1 3 ex991to8k05380_03262007.htm sec document

                                                                    Exhibit 99.1


                                                           For Immediate Release

                   SL INDUSTRIES ANNOUNCES 2006 FOURTH QUARTER
                              AND YEAR-END RESULTS
                       ANNOUNCES STOCK REPURCHASE PROGRAM

      MT. LAUREL, NEW JERSEY,  March 26, 2007 . . . SL INDUSTRIES,  INC. (AMEX &
PHLX:  SLI) announced  today that its net income for the year ended December 31,
2006 was $3,553,000, or $.61 per diluted share. Net income for the year included
loss from discontinued operations, after tax, of $3,307,000, or $.57 per diluted
share. Income for the year from continuing  operations was $6,860,000,  or $1.18
per diluted share.  Discontinued operations include legacy costs associated with
businesses   divested  by  the  Company.   The  exceptionally   high  loss  from
discontinued  operations was attributable to a $2,480,000  reserve,  net of tax,
which was recorded in the fourth  quarter in connection  with certain  estimated
environmental  liabilities.  In addition to the environmental reserve,  relative
earnings decreased by $.64 per diluted share,  compared to prior year, primarily
as a result of an increase in the Company's  effective tax rate to 33%, from 19%
in 2005.

      For the year ended December 31, 2005, net income was $7,147,000,  or $1.25
per  diluted  share.  The net income for 2005  included  loss from  discontinued
operations  of  $473,000,  or $.08 per diluted  share.  Income  from  continuing
operations for 2005 was $7,620,000, or $1.33 per diluted share.

      Net sales from continuing operations for 2006 were $176,773,000,  compared
with net sales from continuing operations for 2005 of $126,873,000.

      The Company's  operating  segments recorded mixed results,  as compared to
2005.  With the  acquisition  of Ault  Incorporated  in January  2006,  SL Power
Electronics Corp. recorded net sales of $87,949,000, with income from operations
of $6,316,000, compared with net sales of $43,233,000 and income from operations
of $4,543,000 for 2005. With the acquisition of MTE Corporation in October 2006,
the High  Power  Group  recorded  net sales of  $39,993,000,  with  income  from
operations of $5,836,000, compared with net sales of $32,777,000 and income from
operations of $4,911,000  for 2005. In 2006, SL Montevideo  Technology  recorded
net sales of $25,704,000,  with income from  operations of $1,555,000,  compared
with net sales of $28,085,000 and income from operations of $3,371,000 for 2005.
RFL Electronics  recorded net sales of $23,127,000,  with income from operations
of $2,217,000, compared with net sales of $22,778,000 and income from operations
of $2,284,000 for 2005.

      For the three months ended December 31, 2006, net loss was $1,148,000,  or
$.20 per diluted  share.  Loss from  discontinued  operations for the period was
$2,862,000, or $.49 per diluted share. Income from continuing operations for the
period was $1,714,000, or $.29 per diluted share.



      For the three months ended December 31, 2005,  net income was  $1,667,000,
or $.29 per diluted share. Loss from discontinued  operations for the period was
$74,000,  or $.01 per diluted share.  Income from continuing  operations for the
period  was  $1,741,000,  or $.30 per  diluted  share.  Income  from  continuing
operations  benefited by approximately $.06 per diluted share due to foreign tax
credits recorded during the quarter.

      Net sales from  continuing  operations for the three months ended December
31, 2006 were $49,209,000, compared with net sales from continuing operations of
$31,060,000 for the same period last year.

      In addition,  the Company  announced  that on March 23, 2007, the Board of
Directors authorized the repurchase of up to 560,000 shares of its common stock.
Any repurchases would be made if and when management  considers  appropriate and
in open market or negotiated transactions.

      James Taylor,  President  and Chief  Executive  Officer of SL  Industries,
commented, "2006 was a pivotal year for SL Industries. Despite the sharp decline
in  reported  earnings,  the  Company  achieved  critical  goals to further  its
strategic objectives.  Moreover,  the Company performed better than its earnings
would indicate.  Earnings decreased  approximately $.67 per diluted share due to
(i) an  increase  in the  Company's  effective  tax rate  due to less  available
foreign tax credits,  and (ii) a fourth  quarter  charge to address  anticipated
environmental  liabilities  associated  with  discontinued  operations.  Pre-tax
income from continuing operations,  which does not include these items, rose 9%,
or $.15 per diluted share."

      "This year the Company accomplished several goals to accelerate its growth
and  profitability.  The  acquisitions of Ault  Incorporated and MTE Corporation
were successfully  completed and established a global platform for the Company's
Power   Electronics   Group,   which  now  enable  it  to  offer  wider  product
applications,  enhanced sales and design capabilities and low-cost manufacturing
operations.  In addition,  this year we launched  several  initiatives to reduce
costs and improve  processes at each  division.  Most notably,  we have begun to
implement lean management principles  throughout the organization.  This process
is  ongoing,  as it  requires a  wholesale  change in  business  procedures  and
philosophy to  accelerate  process  times,  reduce  working  capital and improve
customer service."

      "During 2006,  we also  restructured  SL Montevideo  Technology to refocus
that business in its core markets for military and commercial  aerospace  motors
and motion  controls and to transform its operations  from a low mix/high volume
production  system to a high  mix/low  volume  model.  All of these  initiatives
involve  short-term  direct and indirect  costs;  however,  we believe they will
ultimately  improve  the  Company's   competitive  position  and  its  financial
performance."

      Taylor  continued,  "At the same time,  the  Company did  experience  some
difficulties  and market  challenges  during  the year.  Most  importantly,  our
inability to complete the senior management team for the Power Electronics Group
represented a significant  setback, and contributed to a sharp decline in Condor
product  line  sales and  margin  during the  fourth  quarter.  To address  this
weakness,  I have assumed  responsibilities as President of SL Power Electronics
Corp.  while we continue to search for new  leadership.  Recruiting  outstanding
executives to fill these open positions is a high priority for 2007."



      "Also,  SL Montevideo  Technology  and RFL  Electronics  struggled  though
difficult market conditions for most of 2006. At SL-MTI,  the abrupt deferral of
certain high volume military  aerospace programs required a major downsizing and
restructuring  of the  business.  RFL's  results were  affected by the continued
postponement  of a number of utility  system  upgrades  in North  America.  Each
division experienced improved market demand in the second half and each reported
its best results of the year in the fourth quarter."

      Taylor added,  "Last year all of the business segments  generated positive
cash flows and recorded good returns on invested capital. SL's net cash provided
by  operating  activities  from  continuing  operations  aggregated  $6,327,000,
despite the  restructuring  initiatives  discussed  above.  Corporate  and other
expenses,  which related to corporate  administration,  strategic management and
oversight,   capital  financing,  risk  management,   corporate  governance  and
controls,  legal and litigation  activities and public  reporting  expenses were
$4,871,000 for 2006, as compared to $4,911,000 for last year. Corporate expenses
decreased  to 3% of net  sales  for the  year,  compared  to 4% of net sales for
2005."

      "Despite the  significant  accomplishments  achieved last year in creating
long-term  shareholder  value, the market price of the Company's publicly traded
shares experienced a sharp decline over the past five months. We believe that SL
Industries  common  stock  represents  an  outstanding  investment  opportunity.
Consequently,  the  Board of  Directors  recently  approved  a stock  repurchase
program.   To  maximize   shareholder  value,  we  will  aggressively   evaluate
opportunities  to repurchase  shares of the Company's  common stock,  as well as
acquire strategic assets and invest in new product development."

      Taylor concluded, "Looking forward, we continue to see excellent long-term
opportunities  in all of the Company's served markets through organic growth and
acquisition.  While many of the plans referred to above must still be completed,
the Company has  undertaken  the key first steps  necessary to take advantage of
these opportunities."

      "The Board of Directors has  established  May 16, 2007 at 2:00 p.m. as the
date and time of the 2007 Annual Meeting of  Shareholders  for  shareholders  of
record on April 2, 2007.  We look forward to further  reporting on the Company's
progress at that time."



ABOUT SL INDUSTRIES, INC.

      SL Industries, Inc. designs, manufactures and markets equipment and
systems for industrial, medical, electric utility, aerospace and
telecommunications applications. For more information about SL Industries,
Inc. and its products, please visit the Company's website 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 DIFICULT 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,  DIFICULTIES 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:
David R. Nuzzo
Chief Financial Officer
E-mail: david.nuzzo@slindustries.com
Phone: 856-727-1500, extension 5515



                               SL INDUSTRIES, INC.
                       SUMMARY CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                       December 31, December 31,
                                                           2006         2005
                                                           ----         ----
ASSETS
Current assets:
  Cash and cash equivalents                             $    757     $  9,985
  Receivables, net                                        31,184       16,436
  Inventories, net                                        21,090       14,570
  Other current assets                                     3,766        3,203
                                                        --------     --------
    Total current assets                                  56,797       44,194
                                                        --------     --------

  Property, plant and equipment, net                      12,132        8,754
  Intangible assets, net                                  30,020       11,388
  Other assets                                             7,594        5,978
                                                        --------     --------
    Total assets                                        $106,543     $ 70,314
                                                        ========     ========

LIABILITIES & SHAREHOLDERS' EQUITY
  Current liabilities                                   $ 29,286     $ 18,387
  Debt                                                    19,800         --
  Other liabilities                                        7,038        5,282
  Shareholders' equity                                    50,419       46,645
                                                        --------     --------
    Total liabilities and shareholders' equity          $106,543     $ 70,314
                                                        ========     ========



                                                         SL INDUSTRIES, INC.
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (In thousands, except per share amounts)

                                                                           Three Months Ended                Twelve Months Ended
                                                                              December 31,                      December 31,
                                                                          2006             2005             2006             2005
                                                                       ----------       ----------       ----------       ----------
                                                                               (Unaudited)

Net sales ......................................................       $  49,209        $  31,060        $ 176,773        $ 126,873
Cost and expenses:
  Cost of products sold ........................................          34,180           20,420          120,125           81,776
  Engineering and product development ..........................           3,153            2,295           12,300            9,367
  Selling, general and administrative ..........................           7,838            5,781           30,690           23,546
  Depreciation and amortization ................................             801              534            2,605            1,986
                                                                       ---------        ---------        ---------        ---------
Total costs and expenses .......................................          45,972           29,030          165,720          116,675
                                                                       ---------        ---------        ---------        ---------

Income from operations .........................................           3,237            2,030           11,053           10,198
Other income (expense):
  Amortization of deferred financing costs .....................             (22)             (25)             (88)            (485)
  Interest income ..............................................               5               87               35              216
  Interest expense .............................................            (292)            (137)            (744)            (522)
                                                                       ---------        ---------        ---------        ---------

Income from continuing operations before income taxe ...........           2,928            1,955           10,256            9,407

Income tax provision ...........................................           1,214              214            3,396            1,787
                                                                       ---------        ---------        ---------        ---------
Income from continuing operations ..............................           1,714            1,741            6,860            7,620
(Loss) from discontinued operations (net of tax) ...............          (2,862)             (74)          (3,307)            (473)
                                                                       ---------        ---------        ---------        ---------
Net income (loss) ..............................................       $  (1,148)       $   1,667        $   3,553        $   7,147
                                                                       =========        =========        =========        =========

BASIC NET INCOME (LOSS) PER COMMON SHARE                                   *                                                  *
  Income from continuing operations ............................       $    0.30        $    0.31        $    1.22        $    1.37
  (Loss) from discontinued operations (net of tax) .............           (0.51)           (0.01)           (0.59)           (0.09)
                                                                       ---------        ---------        ---------        ---------
  Net income (loss) ............................................       $   (0.20)       $    0.30        $    0.63        $    1.29
                                                                       =========        =========        =========        =========
DILUTED NET INCOME (LOSS) PER COMMON SHARE
  Income from continuing operations ............................       $    0.29        $    0.30        $    1.18        $    1.33
  (Loss) from discontinued operations (net of tax) .............           (0.49)           (0.01)           (0.57)           (0.08)
                                                                       ---------        ---------        ---------        ---------
  Net income (loss) ............................................       $   (0.20)       $    0.29        $    0.61        $    1.25
                                                                       =========        =========        =========        =========

Shares used in computing basic net income (loss)
  per common share .............................................           5,645            5,590            5,632            5,544
Shares used in computing diluted net income (loss)
  per common share .............................................           5,833            5,770            5,823            5,738


                                                        SL INDUSTRIES, INC.
                                       CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
                                                           (In thousands)

                                                                           Three Months Ended               Twelve Months Ended
                                                                              December 31,                      December 31,
                                                                          2006             2005             2006            2005
                                                                       ---------        ---------        ---------        ---------
                                                                             (Unaudited)

Net income (loss) ......................                                $(1,148)         $ 1,667          $ 3,553          $ 7,147
Other comprehensive income (net of tax):
     Foreign currency translation ......                                      7             --                (19)            --
     Investments available for sale ....                                   --                121              (67)              67
                                                                        -------          -------          -------          -------
Comprehensive income (loss) ............                                $(1,141)         $ 1,788          $ 3,467          $ 7,214
                                                                        =======          =======          =======          =======

* Earnings per share does not total due to rounding.


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