-----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, T6hbQ2PGYIYK8yx4sGFLsuLrHquLG8Al5Gcz2MQmpporIF4x0IWj+Q9B6QdRckMr TTmhzfaBS40EXDcqwBLsfA== 0000921895-08-000718.txt : 20080304 0000921895-08-000718.hdr.sgml : 20080304 20080304171309 ACCESSION NUMBER: 0000921895-08-000718 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080304 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080304 DATE AS OF CHANGE: 20080304 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: 08664792 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_03042008.htm form8k05380_03042008.htm
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): March 4, 2008

SL Industries, Inc.
(Exact name of registrant as specified in its charter)
     
New Jersey
1-4987
21-0682685
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
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 8.01.
Other Events

On March 4, 2008, SL Industries, Inc.  (the “Company”) announced that Warren Lichtenstein will step down as Chairman of the Company’s Board of Directors and not stand for re-election as a director at the Company’s upcoming annual meeting of shareholders.  Upon Mr. Lichtenstein’s departure, the Chairmanship of the Company will be assumed by Glen Kassan, the current Vice Chairman and former President of the Company.
 
A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.


Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
 
Exhibit No.
Exhibits

 
99.1
Press Release dated March 4, 2008
 
 
 


 
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 4, 2008
 
By:
/s/ David R. Nuzzo
 
Name:  David R. Nuzzo
 
Title:    Vice President and Chief Financial Officer


EX-99.1 2 ex991to8k05380_03042008.htm ex991to8k05380_03042008.htm
Exhibit 99.1
 
For Immediate Release
 
 
Warren Lichtenstein to Step Down as Chairman of SL Industries Amid Record Growth, Profitability

MT. LAUREL, NEW JERSEY, March 4, 2007 . . . SL INDUSTRIES, INC. (AMEX & PHLX: SLI) SL Industries, Inc. (“SLI” or the “Company”) announced today that Warren Lichtenstein will step down as Chairman of the Board and not stand for re-election as a director at the Company’s upcoming annual meeting of shareholders. Mr. Lichtenstein is founder and Chief Executive Officer of Steel Partners LLC (“Steel Partners”), the investment manager of Steel Partners II, L.P. (“Steel Partners II”), which is the largest shareholder of SLI.  As of December 31, 2007, Steel Partners II owned 27.5% of all outstanding shares of the Company.
“We want to thank Warren for his many years of dedicated service to the Company, as a long-term shareholder, director, chief executive and Chairman of the Board. His guidance has enabled SLI to achieve the great success that it enjoys today,” said James Taylor, Chief Executive Officer and President of SLI.
Mr. Lichtenstein was elected by shareholders to the Board in January 2002, when SLI was suffering from a steep decline in profitability and an underperforming share price. Under his guidance as Chairman, the Company has achieved 21 consecutive quarters of profitability.   Revenue exceeded $151 million in the first three quarters of 2007, an increase of 18% from the same period a 2006, which itself was a record year for the Company.  During Mr. Lichtenstein’s tenure, the Company eliminated its short-term debt, grew its workforce from around 1,250 to almost 1,750, and increased its stock price from around $5.00 to over $20.00 per share.
In July 2007, SLI was named one of America’s fastest growing small-cap companies by Fortune Magazine.
“SLI has staged a terrific turnaround since 2002 and I have great confidence in its future,” said Mr. Lichtenstein. “The Company has now reached a position of strength that allows me to refocus my attention on other projects.” He noted that Steel Partners II will remain a major shareholder of SLI.
 Upon Mr. Lichtenstein’s departure, the Chairmanship of SLI will be assumed by Glen Kassan, current Vice Chairman and former President of the Company.  Mr. Kassan is an Operating Partner of Steel Partners.
The Company also announced that John McNamara, also of Steel Partners, will stand for election to the Board of Directors. Prior to joining Steel Partners in April 2006, Mr. McNamara served in various capacities at Imperial Capital LLC, an investment banking firm, where his last position was Managing Director and Partner.
Steel Partners II has been an SLI shareholder since 1991. Warren Lichtenstein served on the Company’s Board of Directors from 1993 to 1997, during which period its share price rose from around $3.00 to $12.00 per share. A sharp decline in SLI’s profitability and share price prompted Steel Partners to again seek board representation in late 2001, resulting in Mr. Lichtenstein’s election as CEO and Chairman.   Glen Kassan was also elected President at that time.  In August 2005, James C. Taylor was named President and Chief Executive Officer of the Company.  Thereafter, Mr. Lichtenstein continued to serve as Chairman and Mr. Kassan was named Vice Chairman of the Company.

About SL Industries, Inc.
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 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:
SL Industries, Inc.
David Nuzzo, Chief Financial Officer
E-mail: David.Nuzzo@slindustries.com
Phone:  856-222-5515
Facsimile:  856-727-1683

Steel Partners
Jason Booth, Vice President – Communications
E-mail:  Jason@SteelPartners.com
Phone:  310-941-3616
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