-----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, UFwMyoOMvccQblA91unbZ04P4vuYfUdBj1othI2QvvsjY0/xyyTC7BcNIj3Q3YJv qzd8z0UDbDiFsRQMM4HkYg== 0000921895-10-001039.txt : 20100625 0000921895-10-001039.hdr.sgml : 20100625 20100625171603 ACCESSION NUMBER: 0000921895-10-001039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100621 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100625 DATE AS OF CHANGE: 20100625 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: 10918274 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_06212010.htm form8k05380_06212010.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): June 21, 2010

 
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):

o 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(a)           Resignation of Director

On June 21, 2010, the Board of Directors (the “Board”) of SL Industries, Inc. (the “Company”) received a letter of resignation from J. Dwane Baumgardner pursuant to which he resigned from his position as a member of the Board (the “Letter of Resignation”).  Mr. Baumgardner served on the Audit Committee and the Nominating and Corporate Governance Committee at the time of his resignation.

Mr. Baumgardner stated in the Letter of Resignation that the reason for his resignation stems from certain fundamental disagreements with SL, and in particular, the Board’s practices, and discusses his concerns further in his letter.  The foregoing description of the Letter of Resignation does not purport to be complete and is qualified in its entirety by reference to the full text of such document.  The Letter of Resignation is filed as Exhibit 17.1 to this Form 8-K and is incorporated into this Item 5.02 by reference.

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

 
17.1
Letter from J. Dwane Baumgardner dated June 20, 2010.
 
 
 

 
 
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:  June 25, 2010
 
   
 
By:
/s/ Glen Kassan
   
Name:
Glen Kassan
   
Title:
Interim Chief Executive Officer

 
EX-17.1 2 ex171to8k05380_06212010.htm ex171to8k05380_06212010.htm
Exhibit 17.1

 
Glen Kassan                                                                                                           
Chairman of the Board
SL Industries, Inc.
520 Fellowship Road
Suite A-114
Mt. Laurel, NJ 08054
June 20, 2010
 
 Dear Glen,

I respectfully and regretfully submit this letter of resignation from the SL Board of Directors. I am clearly not aligned with the collective actions of the Board and I simply can’t continue given the critical nature of the issues involved. I am sure this decision will not come as a surprise as the record will show I have clearly and consistently voiced my concerns. To be clear, I consider myself to have a fundamental disagreement with SL, and in particular, the board’s practices.

There is no need to go into detail in this letter regarding these concerns. However, in broad general terms my concerns center around: 1) the treatment of Jim Taylor as CEO and David Nuzzo as CFO, particularly in light of the positive performance of the company under their direction,  and the powerful message this sends to the entire organization regarding the standard at SL for fair treatment and respect for people, 2) actual or perceived conflicts of interest and the impacts these have on dealing with sensitive issues regarding directors such as the current inquiry and the issue of how to grow shareholder value in a way that benefits all shareholders, and 3) the differing philosophies on the Board regarding strategic planning and the impact this has had on the company.

Overall, I have enjoyed my years of service on the Board. I have always worked hard to fulfill my responsibilities and duties as an independent director. I have always aligned my personal and professional interests with the shareholders and am likely one of the largest individual shareholders of SL stock. While I have these concerns I wish all the employees, managers and directors all the best in building a successful future for SL Industries.

Sincerely,

Dwane Baumgardner

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