-----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, MIOu5NhKdB3xmU2wR6T+wBF9/Uwh+MfsvvMtSyI05egQjMRTzB2qnz3zVIEoU4xz NYzqdPl+/Kld9lxMPdMM5Q== 0000921895-07-003049.txt : 20071231 0000921895-07-003049.hdr.sgml : 20071231 20071231144840 ACCESSION NUMBER: 0000921895-07-003049 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071228 FILED AS OF DATE: 20071231 DATE AS OF CHANGE: 20071231 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steel Partners LLC CENTRAL INDEX KEY: 0001422282 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04987 FILM NUMBER: 071334187 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steel Partners II Master Fund L.P. CENTRAL INDEX KEY: 0001422280 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04987 FILM NUMBER: 071334188 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY FND SVCS LTD (CAYMAN) STREET 2: CRICKET SQ 2ND FL HUTCHINS DR PO BX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY FND SVCS LTD (CAYMAN) STREET 2: CRICKET SQ 2ND FL HUTCHINS DR PO BX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 3 1 ste46.xml X0202 3 2007-12-28 0 0000089270 SL INDUSTRIES INC SLI 0001422280 Steel Partners II Master Fund L.P. MORGAN STANLEY FUND SERVICES LTD CRICKET SQ FL2 BOUNDARY HALL HUTCHINS DR BOX 2681 GRAND CAYMAN KY1-1111 0 0 1 0 0001422282 Steel Partners LLC 590 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, par value $.20 1608550 I By Steel Partners II, L.P. This Form 3 is being filed due to a reorganization of Steel Partners II, L.P. ("Steel Partners II") and its affiliates, as a result of which Steel Partners II Master Fund L.P. ("Steel Master") and Steel Partners LLC ("Partners LLC") may now be deemed to beneficially own securities of the Issuer owned by Steel Partners II. The securities reported in this Form 3 are owned directly by Steel Partners II, and owned indirectly by Steel Master by virtue of it being the sole limited partner of Steel Partners II and by Partners LLC by virtue of it being the investment manager of Steel Partners II. The securities reported in this Form 3 continue to be owned indirectly by Steel Partners II GP LLC (formerly Steel Partners, L.L.C.) and Warren Lichtenstein, each of whom previously jointly filed with Steel Partners II Section 16 filings with respect to securities of the Issuer owned directly by Steel Partners II. Steel Master and Partners LLC disclaim beneficial ownership of the securities owned by Steel Partners II except to the extent of their pecuniary interest therein. By: Steel Partners II Master Fund L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Lauren Isenman, as Attorney In Fact for Warren G. Lichtenstein, Managing Member 2007-12-31 By: Steel Partners LLC, By: /s/ Lauren Isenman, as Attorney In Fact for Warren G. Lichtenstein, Manager 2007-12-31 EX-24 2 ex24101874isehowantwol.htm POWERS OF ATTORNEY Unassociated Document
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Lauren Isenman signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2007.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
/s/ Warren G. Lichtenstein
    
Warren G. Lichtenstein
    


POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Jack L. Howard signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2007.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
/s/ Warren G. Lichtenstein
    
Warren G. Lichtenstein
    


POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Sanford Antignas signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2007.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
/s/ Warren G. Lichtenstein
    
Warren G. Lichtenstein
    


POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Steven Wolosky signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2007.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
/s/ Warren G. Lichtenstein
    
Warren G. Lichtenstein
    
 


 -----END PRIVACY-ENHANCED MESSAGE-----