-----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, T03kAFvUlH2xS7NJrW1v5N80V9PSgPHowLXw4lJmmRKI7jX0IrPr++Siv7Tq/R4f N4aalMKFkuNuDpqZWQSJCQ== 0000921895-10-001052.txt : 20100702 0000921895-10-001052.hdr.sgml : 20100702 20100701175924 ACCESSION NUMBER: 0000921895-10-001052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100629 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100702 DATE AS OF CHANGE: 20100701 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: 10931953 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_06292010.htm form8k05380_06292010.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 29, 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.
 
On June 29, 2010, the Board of Directors (the “Board”) of SL Industries, Inc. (the “Company”) appointed William T. Fejes, Jr. to serve as the Company’s President and Chief Executive Officer (“CEO”), commencing on June 29, 2010.
 
Mr. Fejes, age 54, was most recently the Chief Operating Officer of Seakeeper, Inc., a company that designs, manufactures and markets motion stabilization equipment for boats under 50 meters in length, from 2007 until April 2010. Prior to joining Seakeeper, Inc., Mr. Fejes was the President and Chief Executive Officer of TB Wood's Corporation, a public company that designs, manufactures and markets industrial power transmission components, with plants in the United States, Mexico and Italy, from 2004 to 2007.  Mr. Fejes also held various executive and management roles at Danaher Corporation, a public company that designs, manufactures and markets industrial and consumer products, for 18 years.  Mr. Fejes is a director of Broadwind Energy, a public company for which he also serves as the Chairman of the Governance / Nominating Committee and as a member of the Audit Committee.  Mr. Fejes received both his Bachelor of Science degree and Master of Science degree in electrical engineering from the Massachusetts Institute of Technology.  Mr. Fejes does not have any family relationships with any of the Company's directors or executive officers and he is not party to any related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
 
Mr. Fejes will replace Glen Kassan, who has served as the Company’s Interim Chief Executive Officer since June 14, 2010.  Mr. Kassan will continue to serve as Chairman of the Board of the Company and as its Interim Chief Financial Officer.  The biographical and other information required with respect to Mr. Kassan by Item 5.02 of Form 8-K is contained in the Company's Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2010, and such information is incorporated herein by reference.
 
In connection with Mr. Fejes’ appointment as the Company’s President and CEO, the Company entered into an Employment Agreement with Mr. Fejes (the “Employment Agreement”), effective June 29, 2010 (the “Effective Date”), which provides for an initial term of one year subject to automatic one year renewals thereafter unless the agreement is terminated in accordance with its terms.  Mr. Fejes is entitled to receive an annual base salary of $350,000 and is eligible for an annual bonus of up to 100% of his base salary, to be composed of a short term incentive portion and a long term incentive portion, at the sole discretion of the Board.  Mr. Fejes has received an option to purchase 100,000 shares of the Company’s Common Stock (the “Options”) at fair market value with t hree year vesting pursuant to the Company’s 2008 Incentive Stock Plan (the “Plan”).  Mr. Fejes will also be eligible to participate in future grants pursuant to the Plan and other Company performance incentive plans extended to senior executives and the Company’s medical and other employee benefit programs, if any, that are provided by the Company to its employees generally, as provided in the Employment Agreement.  Upon Mr. Fejes’ termination, under certain circumstances and conditions, he shall receive severance payments including up to one year base salary and unpaid bonus, as well as certain benefits.
 
 
 

 

Item 8.01.
Other Events.
 
On June 29, 2010, the Company issued a press release announcing the appointment of Mr. Fejes as the Company’s President and CEO.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 

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

 
99.1
Press Release dated June 29, 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 30, 2010
 
   
 
By:
/s/ Glen Kassan
   
Name:
Glen Kassan
   
Title:
Chairman of the Board

EX-99.1 2 ex991to8k05380_06292010.htm ex991to8k05380_06292010.htm
Exhibit 99.1
 
SL Industries Names William T. Fejes Jr. Chief Executive Officer
 
 
MT. LAUREL, N.J., June 29 /PRNewswire-FirstCall/ -- SL Industries, Inc. (Amex: SLI) ("SLI" or the "Company") announced today that William T. Fejes, Jr. has been named President and Chief Executive Officer of the Company, effective immediately.

"We welcome Bill to SLI," said Glen Kassan, Chairman of the Board. "With many years of experience in successfully developing and managing businesses including driving operating excellence programs including lean cell-based production techniques, Bill's leadership and skills will further enhance SLI's ability to engineer innovative solutions for our customers and position the Company for continuing growth as the global economy recovers."

Mr. Fejes formerly served as Chief Operating Officer of Seakeeper, Inc. From 2004 to 2007, Mr. Fejes served as President and Chief Executive Officer of TB Wood's Corporation, a  former Nasdaq listed company that designs, manufactures and markets industrial power transmission components. During his tenure, Mr. Fejes enhanced operating excellence programs, including lean productivity processes, across the organization, resulting in earnings increasing from break-even to $9.5 million and market capitalization more than doubling. Mr. Fejes successfully managed the sale of the company.

 "I appreciate the great confidence that the Board has placed in me to lead SL Industries to a new level of profitability," Mr. Fejes stated. "I look forward to working with the Board of Directors, our customers, employees and all other stakeholders as we pursue new and exciting opportunities."

Earlier in his career, Mr. Fejes spent 18 years at Danaher Corporation, a $10+ billion NYSE company that designs, manufactures and markets industrial and consumer products. While at Danaher, he rose to become President of Danaher Motion Specialty Motors Division, with profit and loss responsibility for seven operating units located in the U.S., Europe, and Asia.

About SL Industries

SL Industries, Inc. designs, manufactures and markets power electronics, power motion, power protection, teleprotection and communications equipment and systems that are 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 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 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 a nd 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 filings and reports with the Securities and Exchange Commission. 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:
 
William Fejes
 
Phone: 856-727-1500
 
Facsimile: 856-727-1683

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