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): February 5, 2016
SL Industries, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 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 7.01 Regulation FD Disclosure.
On February 9, 2016, SL Industries, Inc. (the “Company”) issued a press release confirming the receipt of a revised non-binding acquisition proposal from Handy & Harman Ltd. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Special Committee of the Company’s Board of Directors, which was authorized, among other things, to evaluate the initial Handy & Harman proposal, will review and consider the revised proposal carefully in due course, consistent with its fiduciary duties to act in the best interest of stockholders.
The information contained herein, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any future filings by the Company under the Securities Act of 1933, as amended, or 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 99.1 | Press release dated February 9, 2016. |
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 thereunto duly authorized.
| Dated: February 9, 2016 | SL Industries, Inc. | |||||
| By: | /s/ Louis J. Belardi | |||||
| Name: | Louis J. Belardi | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
SL Industries, Inc. Announces Receipt of Revised Non-Binding Acquisition Proposal
MT. LAUREL, N.J., February 9, 2016 /PRNewswire/ — SL Industries, Inc. (NYSE MKT: SLI) (the “Company”) announced that Handy & Harman Ltd., a publicly traded NASDAQ company, has delivered a revised non-binding proposal to acquire all outstanding shares of common stock of the Company. Under the terms of the revised proposal, Handy & Harman has proposed to pay $35.50 per share in an all cash transaction. Handy & Harman is an affiliate of Steel Partners Holdings L.P., which beneficially owns 25.1% of the Company’s outstanding common stock.
Handy & Harman’s initial proposal, received by the independent directors of the Company’s Board of Directors in June 2015, included a per share price of $43.00 to $45.00. The initial proposal contemplated that Company stockholders other than Steel Partners Holdings would be able to elect to receive cash or Handy & Harman stock (with Steel electing to receive all stock), subject to proration so that the aggregate consideration consisted of 55% cash and 45% Handy & Harman stock.
The Special Committee of the Company’s Board of Directors, which was authorized, among other things, to evaluate the initial Handy & Harman proposal, will review and consider the revised proposal carefully in due course, consistent with its fiduciary duties to act in the best interest of stockholders. The Special Committee’s independent financial adviser is Houlihan Lokey Capital, Inc. and its legal counsel is Gardere Wynne Sewell LLP.
The Company cautions its stockholders and others considering trading in its securities that the Handy & Harman proposal was just received and no decisions have been made by the Special Committee with respect to a response. There can be no assurance that any agreement will be executed or that any transaction will be consummated.
The Company presently does not intend to comment further regarding the revised Handy & Harman proposal or any other potential transaction, unless and until a specific transaction is approved by the Special Committee.
About SL Industries
SL Industries, Inc., designs, manufactures and markets power electronics, motion control, power protection, and power quality electromagnetic equipment that is used in a variety of medical, commercial and military aerospace, solar, computer, datacom, industrial, LED lighting and audio visual systems, and telecom 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 the Company’s current expectations and projections about its future results, performance, prospects, and opportunities. The Company has tried to identify these forward-looking statements by using words such as “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 2016 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include, without limitation: 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. Although the Company 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, the Company 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
856-727-1500 x 5525
louis.belardi@slindustries.com