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):
May 11, 1999
SL INDUSTRIES, INC.
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(Exact Name of Registrant Specified in Charter)
New Jersey 1-4987 21-0682685
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
520 Fellowship Road, Suite A-114, Mt. Laurel, NJ 08054
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(Address of Principal Executive Offices) (Zip Code)
(609) 727-1500
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(Registrant's telephone number)
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On May 11, 1999, pursuant to a Share Purchase Agreement as of April 1,
1999, SL Industries, Inc. ("Registrant") acquired 100% of the issued and
outstanding shares of capital stock of RFL Electronics Inc. ("RFL"). A copy of
the Share Purchase Agreement appears as Exhibit 2.1 of this Report.
RFL is a leading supplier of teleprotection and specialized communications
equipment. The teleprotection products/systems designed and manufactured by RFL
are specialized high-speed communications equipment used to protect
electric-utility transmission lines and apparatus by isolating faulty
transmission lines from a transmission grid. These products are designed and
manufactured for operation in harsh electrical and climatic environments. RFL is
expected to record annual revenues of approximately $20,000,000.
At the closing, in exchange for all of the shares of capital stock of RFL, the
Registrant paid $11,386,946 in cash and gave promissory notes with an aggregate
face amount of $75,000, which promissory notes bear simple interest at a rate of
5.5% per annum. In addition, the Registrant has placed in escrow and has agreed
to pay an additional $1,000,000 in the event that RFL's earnings before interest
and taxes for the twelve months ended March 31, 1999 equaled or exceeded
$2,200,000 and that the excess of RFL's total assets over RFL's total
liabilities as of May 11, 1999 equaled or exceed $7,000,000.
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..
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
The 1999 Audited Balance Sheet and related 1999 Audited
Statements of Income and Cash Flows of RFL cannot practicably be provided at the
time this Report on Form 8-K is filed. The foregoing financial staments of RFL
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 Form 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.
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(c) Exhibits.
Exhibit Number Description
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2.1 Share Purchase Agreement as of April 1,
1999 Relating to the Acquisition of RFL
Electronics, Inc. by SL Industries,
Inc.
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SIGNATURE
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.
By: /s/ OWEN FARREN
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Owen Farren
President, Chief Executive Officer and
Chairman of the Board
Dated: May 26, 1999
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Exhibit Index
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Exhibit Number Description
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2.1 Share Purchase Agreement as of April 1, 1999
Relating to the Acquisition of RFL Electronics,
Inc. by SL Industries, Inc.*
* The Registrant agrees by this filing to supplementally furnish a copy of the
Schedules to this Share Purchase Agrement to the Commission upon request.
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