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): July 27, 1999
SL Industries, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 1-4987 21-0682685
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification Number)
520 Fellowship Road, Suite A-114
Mt. Laurel, New Jersey 08054
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (609) 727-1500.
N/A
(Former name or former address, if changed since last report)
Page 1 of 3
Item 2. Acquisition or Disposition of Assets.
- ---------------------------------------------
On July 27, 1999, pursuant to an Asset Purchase Agreement dated as of
July 13, 1999 (the "Asset Purchase Agreement"), Condor D.C. Power Supplies, Inc.
("Condor"), a California corporation and a wholly-owned subsidiary of SL
Industries, Inc., a New Jersey corporation (the "Registrant"), acquired certain
of the net operating assets of Todd Products Corp., a New York corporation, and
Todd Power Corporation, a New York corporation (together, "Todd Products"). A
copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 of this
Report.
Todd Products is a leading supplier of high quality power supplies to
the datacom, telecommunications and computer industries. The assets purchased
from Todd Products are expected to generate revenues of approximately $20
million during the next twelve months.
The purchase price for the net operating assets of approximately $7.1
million includes (i) $3.7 million in cash paid at closing and (ii) assumption of
debt equal to approximately $3.73 million. In addition, as a condition precedent
to the closing, Condor entered into a 10-year Consulting Agreement with Kathleen
Todd, the chief executive officer of Todd Products, pursuant to which Condor
will pay Mrs. Todd an aggregate consulting fee of $1.275 million in quarterly
installments over the next three years. There are also contingent "earn-out"
payments ranging from $1 million to $5 million, payable in the event that sales
from the purchased assets exceed $30 million to $40 million during the 12-month
period ending March 31, 2001.
The purchase price was financed under a credit agreement between the
Registrant and Mellon Bank, N.A., as agent for Mellon Bank, N.A., Fleet Bank,
N.A., and PNC Bank, N.A.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ---------------------------------------------------------------------------
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Asset Purchase Agreement, dated as
of July 13, 1999
Page 2 of 3
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: August 9, 1999 By: /s/ Owen Farren
------------------------------------
Owen Farren
President, Chief Executive Officer
and Chairman of the Board
Page 3 of 3