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) November 25, 2003
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SL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 1-4987 21-0682685
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
520 Fellowship Road, Suite A114, Mount Laurel, New Jersey 08054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 727-1500
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On November 25, 2003, SL Surface Technologies, Inc. ("SurfTech"), a
wholly owned subsidiary of SL Industries, Inc. (the "Registrant"), sold the
operating assets of its business to Everlast Coatings Inc. (the "Purchaser")
pursuant to an Asset Purchase Agreement (the "Purchase Agreement").
Description of Assets
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SurfTech sold the operating assets and equipment of its business
which is engaged in coatings and platings for equipment in the corrugated paper
and telecommunications industries. The Registrant retained (a) the land and
building and (b) specific liabilities as detailed in the Purchase Agreement.
Consideration
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Pursuant to the terms of the sale, the consideration paid by the
Purchaser was $600,000 in cash plus the assumption of certain liabilities. The
consideration was determined by arms-length negotiation. Cash proceeds were used
to pay severance, closing costs and a required contribution to a union pension
plan.
Relationship with Purchaser
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John R. Willey, the President of the Purchaser, was a former
executive of SurfTech. In connection with the sale, the Registrant entered into
a ten (10) year lease with the Purchaser for the lease of the land and building
retained by the Registrant.
Other than as described herein, the Registrant, on the one hand, and
the Purchaser and its affiliates, on the other hand, have no common officers,
directors or control persons.
For additional information, reference is made to the press release
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Pro forma financial information required by this item will be
filed by amendment to this Current Report on Form 8-K.
(c) Exhibits.
99.1 Press Release dated November 25, 2003.
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ITEM 9. REGULATION FD DISCLOSURE.
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On November 25, 2003, the Registrant announced that its subsidiary,
SurfTech, has sold the operating assets of its business which engaged in
coatings and platings. The sale included the current assets and equipment of
SurfTech in exchange for $600,000 in cash plus the assumption of certain
liabilities. For additional information, reference is made to the press release
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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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.
Date: November 26, 2003
By: /s/ David R. Nuzzo
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David R. Nuzzo
Vice President Finance and
Administration
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated November 25, 2003
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SL Industries Inactive
Filed: 26 Nov 03, 12:00am