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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)
July 10, 1998
Commission file number 1-4987
SL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 21-0682685
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
520 FELLOWSHIP ROAD, SUITE A114, 08054
MT. LAUREL, NJ (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 609-727-1500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 10, 1998, pursuant to a Purchase Agreement as of June 30, 1998, SL
Industries, Inc. ("Registrant"), through its wholly-owned subsidiary formed
solely for such purpose, SL Industries Vertrieb, GmbH, a German corporation,
acquired from Datron Inc. 100% of the issued and outstanding Common Shares of
Elektro-Metall Export GmbH ("EME"), a German corporation. A copy of the Purchase
Agreement appears as Exhibit 2.1 of this Report.
EME is a leading German-based designer and manufacturer of power quality
products including actuators, motor controllers and power distribution units.
EME's products are sold to aerospace and industrial original equipment
manufacturers. EME is located in Ingolstadt, Germany, and maintains low-cost
manufacturing operations in Paks, Hungary. EME's revenues are approximately $16
million at current exchange rates.
The nature of the assets acquired consists of all assets, including without
limitation all property, plant and equipment, used in the design and
manufacturing of power quality products. The Registrant intends to continue to
use the assets and properties acquired in the same manner as used by EME.
The terms of the Agreement were arrived at by arms-length negotiation between
the parties. The Registrant paid $9,500,000 in cash at closing, and has agreed
to pay an additional $500,000, plus an amount equal to six percent simple
interest per annum thereon from the Closing Date to the date of payment, in the
event that operating profit, as defined in the Purchase Agreement, for calendar
year 1998 is equal to or exceeds DM 3,000,000.
The cash paid was financed under a credit agreement between Registrant and
Mellon Bank, N.A., as agent for Mellon Bank, N.A., Fleet Bank, N.A., and PNC
Bank, N.A.
Salvatore J. Nuzzo, the Chairman of the Board and Chief Executive officer of
Datron Inc., retired as Chairman of the Board of the Registrant on June 1, 1998.
Mr. Nuzzo did not participate in any deliberations by the Registrant's Board of
Directors regarding the acquisition of EME. David R. Nuzzo, Vice-President of
Finance and Administration and Secretary of the Registrant, is Salvatore J.
Nuzzo's son. There is no other prior material relationship between EME and
Registrant, or to the best of the Registrant's knowledge, any of the
Registrant's affiliates, directors or officers, or any associate of any such
director or officer.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements Of Businesses Acquired.
The 1997 and 1996 Audited Balance Sheet and related 1997, 1996 and 1995
Audited Statements of Income and Cash Flows of EME, 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 EME will be filed with the Securities and Exchange
Commission under cover of Form 8-K/A as soon as practicable, but not later
than 60 days after the date this Report is due.
(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 not later than 60 days after the date this Report is due.
(c) Exhibits.
Exhibit 2.1. Purchase Agreement as of June 30, 1998, by and among SL
Industries Vertrieb, GmbH and Datron Inc.
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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 thereunto duly authorized.
SL INDUSTRIES, INC.
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Registrant
Dated: July 23, 1998 /s/ Owen Farren
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Owen Farren
President, Chief Executive
Officer and Chairman of the
Board
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INDEX TO EXHIBITS
The exhibit number and description in the original copy of this document is as
follows:
Exhibit Description
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2.1 Purchase Agreement as of June 30, 1998, by
and among SL Industries Vertrieb, GmbH and
Datron Inc. *
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* The Registrant agrees by this filing to supplementally furnish a copy
of the Schedules to this Stock Purchase Agreement to the Commission upon
request.