0000921895-12-000693.txt : 20120403 0000921895-12-000693.hdr.sgml : 20120403 20120403184010 ACCESSION NUMBER: 0000921895-12-000693 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120402 FILED AS OF DATE: 20120403 DATE AS OF CHANGE: 20120403 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: LICHTENSTEIN WARREN G CENTRAL INDEX KEY: 0001005784 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04987 FILM NUMBER: 12739499 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS II L P STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form405380003c_04032012.xml OWNERSHIP DOCUMENT X0305 4 2012-04-02 0 0000089270 SL INDUSTRIES INC SLI 0001005784 LICHTENSTEIN WARREN G C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 0 1 See Explanation of Responses Common Stock 2012-04-02 4 A 0 3000 0 A 9620 D Restricted shares granted on April 2, 2012 to the Reporting Person under the Issuer's 2008 Incentive Stock Plan, as amended, pursuant to a Restricted Shares Agreement. Under the terms of the Restricted Shares Agreement, the restricted shares vest on the earlier of one year from the date of grant or upon the Reporting Person ending his service as a director of the Issuer, subject to the terms thereof. Effective January 1, 2012, as a result of an amendment to a certain management agreement with Steel Partners Holdings L.P., Warren G. Lichtenstein ceased to have the power to vote and dispose of securities owned directly by SPH Group Holdings LLC ("SPHG Holdings"). Accordingly, Mr. Lichtenstein is no longer deemed to beneficially own the securities of the Issuer owned directly by SPHG Holdings. The Reporting Person is also a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock. By: /s/ Jack L. Howard, as Attorney in Fact for Warren G. Lichtenstein 2012-04-03 EX-24 2 ex24105380howmccmcgantwol.htm Unassociated Document
Exhibit 24.1
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Jack L. Howard as the undersigned’s true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of the undersigned Schedules 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) and Forms 3, 4 and 5 in accordance with Section 16 of the Exchange Act;
 
(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)           execute for and on behalf of the undersigned all Joint Filing Agreements or similar agreements pursuant to which the undersigned shall agree to jointly file Schedules 13D as a member of a group, as contemplated by Rule 13d-1(k) promulgated under the Exchange Act.
 
The undersigned hereby grants to 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 such 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 Section 13(d) or Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
 
[Signature Page Follows]
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of February, 2012.
 
   
   
 
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein

 
 
 
 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints James F. McCabe, Jr. as the undersigned’s true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of the undersigned Schedules 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) and Forms 3, 4 and 5 in accordance with Section 16 of the Exchange Act;
 
(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)           execute for and on behalf of the undersigned all Joint Filing Agreements or similar agreements pursuant to which the undersigned shall agree to jointly file Schedules 13D as a member of a group, as contemplated by Rule 13d-1(k) promulgated under the Exchange Act.
 
The undersigned hereby grants to 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 such 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 Section 13(d) or Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
 
[Signature Page Follows]
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of February, 2012.
 
   
   
 
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
 
 
 
 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Leonard McGill as the undersigned’s true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of the undersigned Schedules 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) and Forms 3, 4 and 5 in accordance with Section 16 of the Exchange Act;
 
(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)           execute for and on behalf of the undersigned all Joint Filing Agreements or similar agreements pursuant to which the undersigned shall agree to jointly file Schedules 13D as a member of a group, as contemplated by Rule 13d-1(k) promulgated under the Exchange Act.
 
The undersigned hereby grants to 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 such 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 Section 13(d) or Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
 
[Signature Page Follows]
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of February, 2012.
 
   
   
 
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
 
 
 
 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Steven Wolosky as the undersigned’s true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of the undersigned Schedules 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) and Forms 3, 4 and 5 in accordance with Section 16 of the Exchange Act;
 
(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)           execute for and on behalf of the undersigned all Joint Filing Agreements or similar agreements pursuant to which the undersigned shall agree to jointly file Schedules 13D as a member of a group, as contemplated by Rule 13d-1(k) promulgated under the Exchange Act.
 
The undersigned hereby grants to 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 such 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 Section 13(d) or Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
 
[Signature Page Follows]
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of February, 2012.
 
   
   
 
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein