sec document
UNITED STATES
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) August 31, 2005
---------------
--------------------
SL INDUSTRIES, INC.
-------------------
(Exact name of registrant as specified in charter)
NEW JERSEY 1-4987 21-0682685
---------- ------ ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
520 Fellowship Road, Suite A114, Mount Laurel, New Jersey 08054
-------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (856) 727-1500
--------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
-------------------------------------------
On August 31, 2005, the Board of Directors of SL Industries, Inc.
(the "Company") approved (i) an increase to the salary to be paid to James
Taylor, the Company's President and Chief Executive Officer, of $50,000 and (ii)
a grant to Mr. Taylor of 50,000 stock appreciation rights pursuant to the terms
of that certain Long Term Bonus Agreement by and between the Company and Mr.
Taylor, dated as of September 1, 2005 (the "Agreement"). The Agreement provides
that Mr. Taylor shall be paid a bonus (a "Bonus") upon the earlier to occur of
(i) a Change in Control (as described below), and (ii) delivery of a notice by
Mr. Taylor to the Company indicating his election to receive the vested portion
of the Bonus (the "Notice"). A "Change in Control" is defined as the occurrence
of any one of the following events (with certain exceptions, as set forth in the
Agreement): (i) a tender offer for the ownership of more than 50% of the
outstanding voting securities of the Company; (ii) the merger or consolidation
of the Company with another corporation; (iii) the sale of substantially all of
the assets of the Company; or (iv) the acquisition by a third party of more than
50% of the Company's outstanding voting securities.
The amount of the Bonus shall be an amount equal to the product of
50,000 multiplied by (a) the average of the closing price of the Common Stock on
the five trading days commencing on (i) the day following a Change of Control
(if the Bonus is to be paid due to a Change of Control) or (ii) the day
preceding the day the Company receives the Notice (if the Bonus is to be paid as
a result of delivery of the Notice); LESS (b) $15.02 (the price of the Company's
common stock, on the date of grant). The Bonus vests pro rata as follows: 20% on
the date of the Agreement and 20% on each anniversary thereof until fully
vested.
Upon the termination of Mr. Taylor's employment for any reason, Mr.
Taylor shall be entitled to receive the Bonus upon delivery of the Notice for
thirty (30) days following the date of such termination. After such period, Mr.
Taylor shall not be entitled to the Bonus.
The foregoing summary of the Agreement is a general description only
and is qualified in its entirety by reference to the Agreement, a form of which
is attached as EXHIBIT 10.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10.1 Long Term Bonus Agreement by and between SL
Industries, Inc. and James C. Taylor, dated
as of September 1, 2005
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.
-------------------
(Registrant)
Date: September 7, 2005
By: /s/ David R. Nuzzo
-----------------------------------
Name: David R. Nuzzo
Title: Vice President and Chief
Financial Officer