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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
DATE OF REPORT
May 8, 1995
SL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-4987 21-0682685
(State or other (Commmision File (I.R.S. Employer
jurisdiction or Number) Identification
incorporation) Number)
SUITE 306C
520 FELLOWSHIP ROAD
MT. LAUREL, NEW JERSEY 08054
(Address of principal Executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 727-1500
The exhibit index is located on page 6.
Total number of pages in the numbered original is 73.
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ITEM 2. ACQUISITION OF ASSETS
On May 8, 1995, SL Industries, Inc. ("Registrant"), through its
wholly-owned subsidiary formed solely for such purpose, SL Industries
Acquisition Corp., a California corporation, acquired substantially
all of the assets and properties (including without limitation, its
name, accounts receivable, equipment, machinery, vehicles,
work-in-process, finished goods, raw materials and supplies,
inventory, contracts, patents, goodwill, know-how, and books and
records) of Teal Electronics Corporation, a California corporation
("Teal"), subject to certain liabilities. Teal is engaged in the
design and manufacture of custom low impedance power conditioners
which are sold to OEM's and used to protect medical imaging systems,
semiconductor production equipment, telecommunications systems,
printing presses and other special purpose computerized systems.
The Registrant intends to continue to use the assets and properties
acquired in the same manner as used by Teal.
The consideration paid by the Registrant, arrived at by negotiation
between the parties, was $6,133,000, paid in cash at closing, and a
contingent amount equal to 50% of the annual net profits of the
business acquired from Teal in excess of $1,100,000, for each of the
five fiscal years beginning May 1, 1995. In addition, Registrant and
SL Industries Acquisition Corp. have assumed certain limited
liabilities of Teal.
The source of funding for the consideration paid is a credit
agreement between Registrant and Mellon Bank, N.A., as agent for
Mellon Bank, N.A., National Westminster Bank NJ, The Bank of New York
National Association, and PNC Bank, National Association.
There is no prior material relationship between Teal and
Registrant, or any of Registrant's affiliates, directors or officers,
or any associate of any such director or officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The 1994 and 1993 Audited Balance Sheet and related
1994 and 1993 Audited Statements of Income and Cash Flows of Teal, and
the interim financial statements required by Regulation S-X, cannot
practicably be provided at the time this Report on Form 8-K is filed.
The foregoing Financial Statements of Teal will be filed with the
Securities and Exchange Commission under cover of Form 8-
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K/A as soon as practicable, but in no event later than 60 days
following the date of filing of this Report.
(b) Pro Forma Financial Information.
The Pro Forma Financial Information required by
Article 11 of Regulation S-X cannot practicably be provided at the
time this Report on Form 8-K is filed. The Pro Forma Financial
Information will be filed with the Securities and Exchange Commission
under cover of Form 8-K/A as soon as practicable, but in no event
later than 60 days following the date of filing of this Report.
(c) Exhibits.
Exhibit 2.1. Asset Purchase Agreement dated May
1, 1995, by and among SL Industries, Inc., SL
Industries Acquisition Corp., and Teal Electronics
Corporation.
Exhibit 2.2. Agreement of Employment between SL
Industries Acquisition Corp., and William D.
Carpenter dated May 8, 1995.
Exhibit 2.3. Agreement of Employment between SL
Industries Acquisition Corp., and William D. Bickel
dated May 8, 1995.
Exhibit 2.4. Agreement of Employment between SL
Industries Acquisition Corp., and Randall Redding
dated May 8, 1995.
Exhibit 2.5. Covenant Not To Compete among SL
Industries, Inc., SL Industries Acquisition Corp.,
and Robert C. McLoughlin dated May 8, 1995.
Exhibit 2.6. Covenant Not To Compete among SL
Industries, Inc., SL Industries Acquisition Corp.,
and William D. Bickel dated May 8, 1995.
Exhibit 2.7. Covenant Not To Compete among SL
Industries, Inc., SL Industries Acquisition Corp.,
and William D. Carpenter dated May 8, 1995.
Exhibit 2.8. Covenant Not To Compete among SL
Industries, Inc., SL Industries Acquisition Corp.,
and Randall Redding dated May 8, 1995.
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Exhibit 2.9. Covenant Not To Compete among SL
Industries, Inc., SL Industries Acquisition Corp.,
and Marvin Pilchen dated May 8, 1995.
Exhibit 2.10. Covenant Not To Compete among SL
Industries, Inc., SL Industries Acquisition Corp.,
and Stephanie Kaupp dated May 8, 1995.
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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.
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[Registrant]
Dated: May 18, 1995 By: /s/ Owen Farren
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[Signature]
President & Chief Executive Officer
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[Title]
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INDEX TO EXHIBITS
EXHIBIT PAGE
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Exhibit 2.1. Asset Purchase Agreement dated
May 1, 1995, by and among SL Industries, Inc., SL
Industries Acquisition Corp., and Teal Electronics
Corporation. 7
Exhibit 2.2. Agreement of Employment between
SL Industries Acquisition Corp., and William D.
Carpenter dated May 8, 1995. 42
Exhibit 2.3. Agreement of Employment between
SL Industries Acquisition Corp., and William D.
Bickel dated May 8, 1995. 52
Exhibit 2.4. Agreement of Employment between
SL Industries Acquisition Corp., and Randall
Redding dated May 8, 1995. 61
Exhibit 2.5. Covenant Not To Compete among
SL Industries, Inc., SL Industries Acquisition
Corp., and Robert C. McLaughlin dated May 8, 1995. 70
Exhibit 2.6. Covenant Not To Compete among
SL Industries, Inc., SL Industries Acquisition
Corp., and William D. Bickel dated May 8, 1995. 73
Exhibit 2.7. Covenant Not To Compete among
SL Industries, Inc., SL Industries Acquisition
Corp., and William D. Carpenter dated May 8, 1995. 73
Exhibit 2.8. Covenant Not To Compete among
SL Industries, Inc., SL Industries Acquisition
Corp., and Randall Redding dated May 8, 1995. 73
Exhibit 2.9. Covenant Not To Compete among
SL Industries, Inc., SL Industries Acquisition
Corp., and Marvin Pilchen dated May 8, 1995. 73
Exhibit 2.10. Covenant Not To Compete among
SL Industries, Inc., SL Industries Acquisition
Corp., and Stephanie Kaupp dated May 8, 1995. 73
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