UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) August 31, 2005 --------------- -------------------- SL INDUSTRIES, INC. ------------------- (Exact name of registrant as specified in charter) NEW JERSEY 1-4987 21-0682685 ---------- ------ ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. ------------------------------------------- On August 31, 2005, the Board of Directors of SL Industries, Inc. (the "Company") approved (i) an increase to the salary to be paid to James Taylor, the Company's President and Chief Executive Officer, of $50,000 and (ii) a grant to Mr. Taylor of 50,000 stock appreciation rights pursuant to the terms of that certain Long Term Bonus Agreement by and between the Company and Mr. Taylor, dated as of September 1, 2005 (the "Agreement"). The Agreement provides that Mr. Taylor shall be paid a bonus (a "Bonus") upon the earlier to occur of (i) a Change in Control (as described below), and (ii) delivery of a notice by Mr. Taylor to the Company indicating his election to receive the vested portion of the Bonus (the "Notice"). A "Change in Control" is defined as the occurrence of any one of the following events (with certain exceptions, as set forth in the Agreement): (i) a tender offer for the ownership of more than 50% of the outstanding voting securities of the Company; (ii) the merger or consolidation of the Company with another corporation; (iii) the sale of substantially all of the assets of the Company; or (iv) the acquisition by a third party of more than 50% of the Company's outstanding voting securities. The amount of the Bonus shall be an amount equal to the product of 50,000 multiplied by (a) the average of the closing price of the Common Stock on the five trading days commencing on (i) the day following a Change of Control (if the Bonus is to be paid due to a Change of Control) or (ii) the day preceding the day the Company receives the Notice (if the Bonus is to be paid as a result of delivery of the Notice); LESS (b) $15.02 (the price of the Company's common stock, on the date of grant). The Bonus vests pro rata as follows: 20% on the date of the Agreement and 20% on each anniversary thereof until fully vested. Upon the termination of Mr. Taylor's employment for any reason, Mr. Taylor shall be entitled to receive the Bonus upon delivery of the Notice for thirty (30) days following the date of such termination. After such period, Mr. Taylor shall not be entitled to the Bonus. The foregoing summary of the Agreement is a general description only and is qualified in its entirety by reference to the Agreement, a form of which is attached as EXHIBIT 10.1 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- 10.1 Long Term Bonus Agreement by and between SL Industries, Inc. and James C. Taylor, dated as of September 1, 2005 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: September 7, 2005 By: /s/ David R. Nuzzo ----------------------------------- Name: David R. Nuzzo Title: Vice President and Chief Financial Officer
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8-K Filing
SL Industries Inactive 8-KEntry into a Material Definitive Agreement
Filed: 7 Sep 05, 12:00am