sec document
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): October 31, 2006
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SL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 1-4987 21-0682685
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(State or other jurisdiction (Commission (IRS 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) (Zip Code)
Registrant's telephone number, including area code: (856) 727-1500
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N/A
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(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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Effective as of October 31, 2006, pursuant to a Stock Purchase
Agreement (the "Stock Purchase Agreement") dated as of October 31, 2006 by and
among SL Industries, Inc., a New Jersey corporation (the "Purchaser"), Norbert
D. Miller, Revocable Living Trust of Fred A. Lewis and Margaret Lange-Lewis U/A
Dated January 28, 1993, as Amended and Restated as of October 31, 2001, and the
Einhorn Family Foundation (collectively, the "Sellers"), Purchaser acquired from
the Sellers 100% of the outstanding common stock, par value $1.00 per share (the
"Shares"), of MTE Corporation, a Wisconsin corporation ("MTE"). The total
consideration the Purchaser paid for the Shares was $15,503,000 in cash (the
"Purchase Price").
MTE designs and manufactures power quality electromagnetic
products used to protect equipment from power surges, bring harmonics into
compliance and improve the efficiency of variable speed motor drives. MTE's
product lines include: three-phase AC reactors, DC link chokes and a series of
harmonic, RFI/EMI and motor protection filters. These products are typically
used in industrial plants and commercial buildings where non-linear loads and
attendant harmonics produced by these loads are present.
Funds for payment of the Purchase Price by the Purchaser were
obtained pursuant to an existing revolving credit facility of Purchaser.
The Purchaser and its affiliates, on the one hand, and the
Sellers and their respective affiliates, on the other hand, have no common
officers, directors or control persons.
A copy of the press release relating to this transaction is
attached hereto as EXHIBIT 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. In accordance with
Item 9.01(a) of Form 8-K, the financial statements for MTE
required pursuant to Regulation S-X will be filed by amendment to
this Form 8-K on or before January 15, 2007.
(b) PRO FORMA FINANCIAL INFORMATION. In accordance with Item 9.01(b)
of Form 8-K, the pro forma financial information required
pursuant to Regulation S-X will be filed by amendment to this
Form 8-K on or before January 15, 2007.
(d) Exhibit No. Description
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99.1 Press release, dated November 1, 2006.
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: November 6, 2006
By: /s/ David R. Nuzzo
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Name: David R. Nuzzo
Title: Vice President and Chief Financial Officer