sec document
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): January 6, 2003
SL Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 1-4987 21-0682685
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
520 Fellowship Road, Suite A114
Mount Laurel, New Jersey 08054
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(Address of Principal Executive Offices and Zip Code)
(856) 727-1500
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On January 6, 2003 (the "Closing Date"), the Registrant sold its
wholly-owned German subsidiary, Elektro-Metall Export GmbH ("EME"), pursuant to
that certain Securities Purchase Agreement dated as of January 3, 2003 by and
among the registrant, SL Industries Vertrieb GmbH ("Seller"), DCX-Chol Holding
GmbH ("Purchaser"), DCX-Chol Enterprises, Inc. and Chol Enterprises, Inc.,
attached hereto as Exhibit 2.1 (the "Purchase Agreement"). As a result of the
transaction, SL's net worth is expected to decrease by approximately $3.5
million. The transaction is not anticipated to have a material tax impact.
Description of Assets
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EME is a producer of electronic actuation devices and cable harness
systems sold primarily to original equipment manufacturers in the aerospace and
automotive industries. Its operations are located in Ingolstadt, Germany and
Paks, Hungary. EME is expected to report sales of approximately $27 million and
net income of approximately $1.7 million for the 2002 calendar year.
Consideration
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Pursuant to the terms of the Purchase Agreement, the Seller received
an aggregate consideration of $11.6 million, determined by arms-length
negotiation, comprised of cash, purchaser notes and assumption of bank debt. The
purchaser notes are comprised of a $3 million secured note that bears interest
at the prime rate plus 2% and matures no later than May 1, 2003 and a $1 million
unsecured note that bears interest at an annual rate of 12% and matures April 3,
2004. Cash proceeds were used to pay down debt.
Relationship with Purchaser
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The Registrant, on the one hand, and the Purchaser and its
affiliates, on the other hand, have no common officers, directors or control
persons.
For additional information, reference is made to the press release
attached to the Registrant's Current Report on Form 8-K dated January 8, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Information: It is impracticable to provide the required
financial information at the time this Report is filed. The Financial
information will be filed by amendment.
(c) Exhibits.
The following is filed as an Exhibit to this Report:
Exhibit Number Description
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2.1 Securities Purchase Agreement dated as of January 3, 2003 by
and among the Registrant, SL Industries Vertrieb GmbH,
DCX-Chol Holding GmbH, DCX-Chol Enterprises, Inc. and Chol
Enterprises, Inc.
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: January 17, 2003 By: /s/ David R. Nuzzo
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David R. Nuzzo
Vice President Finance and
Administration
Exhibit Index
Exhibit Number Description
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2.1 Securities Purchase Agreement dated as of January 3, 2003 by
and among the Registrant, SL Industries Vertrieb GmbH,
DCX-Chol Holding GmbH, DCX-Chol Enterprises, Inc. and Chol
Enterprises, Inc.