0000921895-12-000052.txt : 20120105 0000921895-12-000052.hdr.sgml : 20120105 20120105172153 ACCESSION NUMBER: 0000921895-12-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120105 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120105 DATE AS OF CHANGE: 20120105 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: 12512162 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_01052012.htm form8k05380_01052012.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): January 5, 2012
 
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 2.02
Results of Operations and Financial Condition.
 
On January 5, 2012, SL Industries, Inc., a New Jersey corporation (the "Company") issued a press release announcing forecasts for certain financial results for the fourth quarter ended December 31, 2011 and for the full year ended December 31, 2011, and other information.  A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 2.02 by reference.
 
The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including the exhibit 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 8.01
Other Events.
 
Please see Item 2.02.
 
Item 9.01.
Financial Statements and Exhibits.
 
(c)           Exhibits
 
 
Exhibit No.
Exhibits
 
 
99.1
Press Release dated January 5, 2012.
 
 
 

 
 
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:  January 5, 2012
 
   
 
By:
/s/ Louis Belardi
   
Name:
Louis Belardi
   
Title:
Chief Financial Officer

EX-99.1 2 ex991to8k05380_01052012.htm ex991to8k05380_01052012.htm
Exhibit 99.1
 
SL Industries Announces Forecasts for Fourth Quarter and
Full Year Net Sales and Income from Continuing Operations
 
MT. LAUREL, NEW JERSEY, January 5, 2012 . . . SL INDUSTRIES, INC. (NYSE AMEX: SLI) today announced forecasts for certain financial results for the fourth quarter and full year ended December 31, 2011.
 
SL announced that, based on current information, it forecasts that net sales for the fourth quarter of 2011 will be between $50 million and $52 million and between $211 million and $213 million for the full year ended December 31, 2011. SL also forecasts income from continuing operations in the range of $2.8 million to $3.2 million in the fourth quarter of 2011 and $12.5 million to $12.9 million in the full year ended December 31, 2011.
 
By comparison, net sales on a comparable basis were $50.7 million and income from continuing operations was $4.1 million for the fourth quarter of 2010 and the Company reported net sales of $189.8 million and income from continuing operations of $9.8 million for the full year ended December 31, 2010.
 
Discontinued Operations
 
Discontinued operations consist primarily of costs related to environmental matters at five sites in the state of New Jersey that were locations of operations discontinued by the Company. The Company has incurred and will continue to incur expenses related to environmental work and legal expenses related to these sites. The Company is not including the results of discontinued operations in this forecast.
 
The Company is involved in on-going negotiations with the US Department of Justice and the US Environmental Protection Agency regarding remediation and past costs for operable units 1 and 2 located on or near its Pennsauken site which was named as part of the Puchack Well Field Superfund Site in 1998. Historically, a Company wholly-owned subsidiary operated a chrome plating facility at the site referred to as operable unit 2. The Company continues to monitor this matter, as well as the on-going negotiations with regulatory authorities to resolve this matter, and to review the amount of reserves held against future costs and expenses, and may increase such reserves in the future. The ultimate outcome of this matter and other environmental issues and its impact on the Company is inherently uncertain. For further information, see Note 12 (Commitments and Contingencies) of the Notes to the Consolidated Financial Statements included in Part I of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011, filed with Securities and Exchange Commission (the “SEC”) on November 9, 2011; and Note 13 (Commitments and Contingencies) of the Notes to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 31, 2011.
 
 
 

 
 
About SL Industries, Inc.
 
SL Industries, Inc. designs, manufactures and markets power electronics, power motion, power protection, tele-protection 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 certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect SL’s current expectations and projections about its future results, performance, prospects and opportunities. SL has tried to identify these forward-looking statements by using words such as "forecast," "may," "should," "expect," "hope," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities in 2011 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include, without limitation, SL’s need for a new Credit Facility and the terms and conditions of any financing that is consummated, customers' acceptance of its new and existing products, the risk that the Company will not be able to compete successfully, and the possible volatility of the Company's stock price and the potential fluctuation in its operating results. Although SL believes that the expectations reflected in these forward looking statements are reasonable and achievable, such statements involve significant risks and uncertainties and no assurance can be given that the actual results will be consistent with these forward-looking statements.  Except as otherwise required by Federal securities laws, SL undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
 
Contact
 
SL Industries, Inc.
Louis J. Belardi
Chief Financial Officer
E-mail: louis.belardi@slindustries.com
Phone: 856.727.1500 x5525