<PAGE> 1
As filed with the Securities and Exchange Commission on October 25, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SL INDUSTRIES, INC.
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(Exact name of Registrant as Specified in its Charter)
NEW JERSEY 21-0682685
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(State of Incorporation) (I.R.S. Employer Identification No.)
SUITE 306-C, 520 FELLOWSHIP ROAD, MT. LAUREL, NJ 08054
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(Address of Principal Executive Offices) (Zip Code)
SL INDUSTRIES, INC.,
NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION PLAN
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(Full Title of the Plan)
OWEN FARREN, PRESIDENT
SL INDUSTRIES, INC.
SUITE 306-C, 520 FELLOWSHIP ROAD
MT. LAUREL, NEW JERSEY 08054
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(Name and address of Agent for Service)
(609) 727-1500
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(Telephone Number, including Area Code, of Agent for Service)
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Copies To:
SUSAN E. PENDERY, ESQUIRE
Earp, Cohn, Leone & Pendery
1515 Market Street, Suite 1600
Philadelphia, PA 19102
<PAGE> 2
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registra-
to be Registered Offering Aggregate tion Fee
Registered (1) Price per Offering
Share(4) Price(4)
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<S> <C> <C> <C> <C>
Common Stock, 14,974(2) $3.9375 $58,960.13 $ 20.33
par value $.20 1,071(2) 3.5625 3,815.44 1.32
per share 2,142(2) 4.2500 9,103.50 3.14
7,487(2) 4.1875 31,351.81 10.81
1,071(2) 4.1250 4,417.88 1.52
7,487(2) 4.3125 32,287.69 11.13
7,648(2) 5.1250 39,196.00 13.52
1,092(2) 4.8750 5,323.50 1.84
7,648(2) 4.7500 36,328.00 12.53
1,092(2) 4.9375 5,391.75 1.86
7,648(2) 5.6875 43,498.00 15.00
1,092(2) 6.9375 7,575.75 2.61
189,548(3) 7.5000 1,421,610.00 490.21
------- ------------ ------
250,000 shs. $1,698,859.40 $585.82
======= ============ ======
</TABLE>
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, an
indeterminate number of additional shares of Common Stock, which may
become issuable pursuant to the anti-dilution provisions of the SL
Industries, Inc., Non-Employee Director Non-Qualified Stock Option
Plan, are also being registered hereunder.
(2) Consists of shares of Common Stock which may be sold upon the exercise
of options which have previously been granted under the SL Industries,
Inc., Non-Employee Director Non-Qualified Stock Option Plan.
(3) Consists of shares of Common Stock which may be sold upon the exercise
of options which may hereafter be granted under the SL Industries,
Inc., Non-Employee Director Non-Qualified Stock Option Plan.
(4) The proposed maximum aggregate offering price, calculated solely for
the purpose of determining the registration fee, has been computed
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
as follows: (i) in the case of shares of Common Stock which may be
purchased upon the exercise of outstanding options, the fee is
calculated on the basis of the price at which such options may be
exercised; and (ii) in the case of shares of Common Stock for which
options have not yet been granted, the fee is calculated on the basis
of the average of the high and low prices for a share of SL
Industries, Inc. Common Stock on October 23, 1995, as reported in the
New York Stock Exchange Consolidated Reporting System.
<PAGE> 3
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
instructions to SEC Form S-8 constituting the Section Section 10(a) Prospectus
will be sent or given to employees of the Registrant as specified by Rule
428(b) (1) of the Act. In accordance with the instructions to Part I of the
Form S-8, such documents have not been filed with the Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant's latest Annual Report on Form 10-K for the year ended
July 31, 1994, all other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since July
31, 1994, the description of the Registrant's capital stock as included in the
Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(g)
of the Exchange Act, as amended from time to time, are incorporated herein by
reference. All reports and documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such reports and documents. Any statement or information contained in a
report or document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement or
information contained herein (or in any other subsequently filed report or
document which also is incorporated by reference herein) modifies or supersedes
such statement or information. Any such statement or information so modified
shall not be deemed to constitute a part hereof, except as so modified, and any
statement so superseded shall not be deemed to constitute a part hereof.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
Section 3-5 of the New Jersey Business Corporation Act authorizes and
permits, subject to the conditions and limitations set forth therein,
indemnification of officers, directors and other persons. Pursuant to this
statutory provision, the Registrant's Certificate of Incorporation and By-laws
provide, within such limits, for broad indemnification of such persons when
acting on behalf of the Registrant and its subsidiaries. In addition, the
Registrant has purchased insurance to indemnify officers and directors against
liabilities that may result from such capacities and from their actions
thereas. The Registrant has also entered into written indemnity agreements
with certain officers and directors which provide for broad indemnification for
liabilities actually and reasonably incurred in such capacities. Excluded from
the scope of the indemnity agreements are liabilities: for which payment is
prohibited by law; for which payment is actually made under an insurance
policy; for which the indemnitee is otherwise indemnified by the Registrant;
resulting from certain claims decided adversely to the indemnitee; resulting
from an accounting of profits made from the purchase or sale of the
Registrant's securities under federal or state law; or brought about or
contributed to by intentional acts of active and deliberate dishonesty of the
indemnitee material to the underlying cause of action from which the liability
arises. The indemnification thus provided may protect officers and directors
from liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation, as amended (previously filed as Exhibit
3-A to the Registrant's report on Form 10-K for the fiscal years ended
July 31, 1985, July 31, 1986, July 31, 1987, and July 31, 1988, and
incorporated herein by reference)
4.2 By-Laws, as amended (previously filed as Exhibit 3.2 to the
Registrant's report on Form 8-K filed on August 26, 1992, and
incorporated herein by reference)
4.3 SL INDUSTRIES, INC., NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION
PLAN (filed herewith)
5 Opinion of Earp, Cohn, Leone & Pendery, A Professional Corporation, as
to the legality of the securities being registered (filed herewith)
23.1 Consent of Earp, Cohn, Leone & Pendery, A Professional Corporation
(contained in Exhibit 5).
<PAGE> 5
23.2 Consent of Arthur Andersen LLP (filed herewith)
23.3 Consent of Coopers & Lybrand L.L.P. (filed herewith)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein,
<PAGE> 6
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Mt. Laurel, State of New Jersey, on October
25, 1995.
SL INDUSTRIES, INC.
By:/Owen Farren /
--------------------------
Owen Farren, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<S> <C>
/Owen Farren / /George R. Hornig, /
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OWEN FARREN, Director, GEORGE R. HORNIG,
President and Chief Executive Officer Director
Dated: October 11, 1995 Dated: October 10, 1995
/Ted D. Taubeneck / /J. Dwane Baumgardner /
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TED D. TAUBENECK, J. DWANE BAUMGARDNER,
Executive Vice President, Director
Treasurer and Secretary Dated: October 16, 1995
Dated: October 6, 1995
/James E. Morris, / /Edward A. Gaugler /
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JAMES E. MORRIS, Vice President EDWARD A. GAUGLER,
and Corporate Controller Director
Dated: October 11, 1995 Dated: October 25, 1995
/Salvatore J. Nuzzo /
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SALVATORE J. NUZZO, Director WARREN G. LICHTENSTEIN
Chairman of the Board Director
Dated: October 9, 1995 Dated: October , 1995
/Robert J. Sanator /
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ROBERT J. SANATOR,
Director
Dated: October 10, 1995
</TABLE>
<PAGE> 8
SL INDUSTRIES, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Certificate of Incorporation,
as amended (previously filed as
Exhibit 3-A to the Registrant's
report on Form 10-K for the fiscal
years ended July 31, 1985, July 31,
1986, July 31, 1987, and July 31,
1988, and incorporated herein by
reference)
4.2 By-Laws, as amended (previously
filed as Exhibit 3.2 to the
Registrant's report on Form 8-K
filed on August 26, 1992, and
incorporated herein by reference)
4.3 SL INDUSTRIES, INC., NON-EMPLOYEE
DIRECTOR NON-QUALIFIED STOCK
OPTION PLAN (filed herewith)
5 Opinion of Earp, Cohn, Leone &
Pendery, A Professional Corporation,
as to the legality of the securities
being registered (filed herewith)
23.1 Consent of Earp, Cohn, Leone &
Pendery, A Professional Corporation
(contained in Exhibit 5 filed herewith)
23.2 Consent of Arthur Andersen LLP (filed
herewith)
23.3 Consent of Coopers & Lybrand L.L.P.
(filed herewith)
</TABLE>
<PAGE> 1
EXHIBIT 4.3
SL INDUSTRIES, INC., NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION PLAN
SL Industries, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"), formulates a Non-Qualified
Stock Option Plan (the "Director Plan") for non-employee Directors of the
Company, as follows:
I. PURPOSE -- The purpose of the Director Plan is to provide
non-employee Directors an opportunity to participate in the future growth and
profitability of the Company through an election to acquire options to purchase
Common Stock of the Company in lieu of the Directors' quarterly retainer fees
and meeting attendance fees.
II. SHARES SUBJECT TO THE DIRECTOR PLAN -- The shares of Common
Stock subject to Options (as hereinafter defined) shall be either shares of
authorized but unissued Common Stock or shares of Common Stock reacquired by
the Company. Subject to the provisions of Section VII hereof, the number of
shares of Common Stock purchasable pursuant to Options granted hereunder shall
not exceed Two Hundred Fifty Thousand (250,000) shares of presently authorized
Common Stock.
In the event that any outstanding Option under the Plan for any reason
expires or is terminated, cancelled or surrendered prior to the expiration date
of the Plan as set forth in Section VIII hereof, the shares of Common Stock
allocable to the unexercised portion of such Option shall again be available
for an Option subsequently granted under this Director Plan.
III. DEFINITIONS
"Attendance Fees" means the meeting attendance fees at the rate payable to
Directors for attendance at regular quarterly Board meetings in effect on June
1 of the Election Period.
"Attendance Option" means each option granted under this Director Plan upon the
Election of a Non-Employee Director to receive options to acquire shares of
Common Stock in lieu of all or part of the Director's Attendance Fees.
"Common Stock" means shares of the Company's presently authorized common stock,
except as this definition may be modified as provided in Section VII hereof.
"Company" means SL Industries, Inc., a New Jersey corporation.
<PAGE> 2
"Date of Grant" means (1) with respect to each Retainer Option the first day of
the Company's fiscal quarter to which the Retainer Option relates and (2) with
respect to each Attendance Option the date of attendance.
"Effective Date" means the date this Plan is adopted by the Directors of the
Company.
"Election" means any valid election to acquire options to acquire shares of
Common Stock made pursuant to the terms and conditions of this Director Plan.
"Election Percentage" means the percentage of the Director's Retainer Fees and
the percentage of the Attendance Fees, whichever shall apply, foregone in lieu
of the options elected to be acquired hereunder.
"Election Period" means the period commencing June 1 and ending June 30 of each
year during the term of this Director Plan.
"Fiscal Year" means the fiscal year of the Company commencing August 1 and
ending July 31.
"Fiscal Quarter" means any one of the four fiscal quarters commencing August 1,
November 1, February 1, and May 1 of each fiscal year.
"Fair Market Value" means the average of the highest price and lowest price at
which the Common Stock is sold regular way on the New York Stock Exchange
("NYSE"), as quoted in the Wall Street Journal for the Date of Grant, or if no
such sales were made on such date, the average of the highest bid and lowest
ask price on the NYSE on the Date of Grant; provided that if the Date of Grant
is not a business day, Fair Market Value shall be determined as of the first
business day following the Date of Grant.
"Non-Employee Director" means any Director of the Company who is neither an
officer nor an employee of the Company or any of its subsidiaries.
"Option" means all Retainer Options and all Attendance Options.
"Option Period" means with respect to each Option the period from the Date of
Grant of the Option to the date after which such Option may no longer be
exercised.
"Per Share Option Value" means the value of an Option to acquire one share of
Common Stock, as of June 1 of the year in which the Election is made, as
determined solely by the Company's independent certified public accountants
using the Black-Scholes Model.
"Retainer Fee" means the quarterly retainer fee in effect for Directors of the
Company on June 1 of Election Period.
"Retainer Option" means each option granted under this Director Plan upon the
Election of a Non-Employee Director to receive options to acquire shares of
Common Stock in lieu of all or part of the Director's Retainer Fee.
<PAGE> 3
IV. ADMINISTRATION -- The Director Plan shall be administered by
such officers of the Company as the Board of Directors shall from time to time
appoint; provided that the interpretation and construction of any provision of
this Director Plan or any Election shall remain with the Board of Directors and
any such determination by the Board of Directors shall be final and conclusive.
The amount, price, and timing of the grants of Options hereunder will be
automatic, as described herein.
V. ELIGIBILITY -- The only individuals who shall be eligible to
participate in this Director Plan shall be Non-Employee Directors.
VI. GRANT OF OPTIONS -- Subject to the provisions of Sections II and
X hereof, Non-Employee Directors are hereby granted those Options as to which
they make a valid Election pursuant to the terms of this Director Plan.
VII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION -- The aggregate
number of shares of Common Stock available for Options and the number of shares
of Common Stock and the exercise price for such shares covered by each
outstanding Option shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
merger, consolidation, reorganization, recapitalization, stock split, stock
dividend, or other change in the equity structure of the Company. For this
purpose, Options subject to a valid Election but whose Date of Grant has not
yet occurred shall be deemed outstanding.
VIII. EFFECTIVE AND EXPIRATION DATES OF THE DIRECTOR PLAN -- The
Directors hereby adopt this Director Plan effective June 1, 1993, subject to
the approval of the shareholders of the Company. This Director Plan shall
expire May 31, 2003.
IX. ELECTIONS -- All Elections shall be made upon the following
terms and conditions:
At any time during each Election Period, each Non-Employee Director shall have
the right to elect to receive: (1) one (1) Retainer Option in lieu of all or
part of the Director's Retainer Fee for each of the four consecutive quarters
commencing with the third quarter of the fiscal year following the Election
Period; and/or (2) one (1) Attendance Option in lieu of all or part of the
Director's Attendance Fees for each of the four consecutive quarters commencing
with the third quarter of the fiscal year following the Election Period. No
Election may be made with respect to less than four quarters; except that in
the case of the last Election Period arising under this Plan, a valid Election
may be made with respect to the number of quarters with respect to which the
Date of Grant will arise prior to expiration of this Director Plan.
All Elections shall be in writing and shall be made annually by delivery of the
Election to the Secretary of the Company at any time during the Election
Period.
All Elections shall specify the Election Percentage for each type of Option for
which an Election is being made. The Election Percentage for each type of
Option shall be the same for each of
<PAGE> 4
the four quarters covered by the Election. A different Election Percentage may
be used for each type of Option.
All Elections shall be irrevocable.
No Election shall be effective with respect to any Option unless the
Non-Employee Director making the Election is still a Non-Employee Director on
the Option's Date of Grant.
As a further condition to an effective Election, each Non-Employee Director
shall agree in writing not to sell, transfer or assign any shares acquired
pursuant to the exercise of an Option on or before six (6) months from the Date
of Grant of the Option, as determined under section 16b-3 of the regulations
promulgated under the Securities and Exchange Act of 1934, as amended.
X. TERMS AND CONDITIONS OF OPTIONS -- All Options shall be
subject to the following terms and conditions:
The number of shares to which a Retainer Option pertains shall be that number
which is equal to (i) the sum of (y) the Election Percentage multiplied by (z)
the Retainer Fee (ii) divided by the Per Share Option Value. The number of
shares to which an Attendance Option pertains shall be that number which is
equal to (i) the sum of (y) the Election Percentage multiplied by (z) the sum
of all Attendance Fees earned during the applicable fiscal quarter and (ii)
divided by the Per Share Option Value. Notwithstanding the foregoing, if a
Director elects to receive Options in lieu of 100% of Retainer Fees and 100% of
Attendance Fees, the number of shares to which the Options pertain shall be
multiplied by a premium factor of One Hundred Thirty-Three and Thirty-Three
Hundredths Percent (133.33%).
The exercise price of each Option shall be the Fair Market Value of the
underlying stock on the Date of Grant.
An Option may be exercised at any time during the Option Period, in whole or in
part, by written notice of exercise specifying the number of shares to be
purchased and payment in full of the exercise price in cash.
Options shall terminate upon expiration of the Option Period, which shall be
the earlier to occur of: (1) the date ten (10) years from the Date of Grant;
(2) thirty (30) days following the date on which the Non-Employee Director
ceases to be a Director of the Company for any reason other than death or
disability; (3) three (3) months following the date of death or disability of
the Non-Employee Director.
No Option shall be assignable or transferable except by will or by the laws of
descent and distribution. During the lifetime of the Non-Employee Director,
the Option shall be exercisable only by such Non-Employee Director. In case of
the judicially declared incompetence or disability of a Non-Employee Director,
the Option may be exercised by the legally appointed guardian or conservator of
his estate. In the event of death, the Option may be exercised by the
Non-Employee Director's personal representative, executor, administrator, or
heirs or legatees.
<PAGE> 5
The Company may impose such restrictions on any shares acquired under this Plan
as may be advisable in its judgment to ensure compliance with applicable
federal or state securities laws and may legend the certificates representing
such shares as an appropriate notice of such restrictions.
No Options may be granted under this Director Plan after its expiration date.
XI. MERGER AND DISSOLUTION -- Subject to any action by the
shareholders, if the Company shall not be the surviving corporation in any
merger or consolidation, any unexercised portion of an Option shall, in lieu of
the number of shares of Common Stock covered by such unexercised portion,
pertain and apply to the number and class of the securities to which the
Non-Employee Director would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to such merger or
consolidation, the Non-Employee Director had been the holder of record of a
number of shares of Common Stock equal to the number of shares covered by such
unexercised portion of his Option.
XII. DISCONTINUANCE AND AMENDMENT -- The Board of Directors may, from
time to time, amend, suspend or discontinue the Director Plan, provided that
any amendment that would (i) increase the aggregate number of shares of Common
Stock as to which Options may be granted under the Plan, (ii) materially
increase the benefits accruing to Non-Employee Directors under the Director
Plan, (iii) materially modify the requirements as to eligibility for
participation in the Director Plan, or (iv) extend the expiration date of the
Director Plan beyond that set forth in Section VIII hereof, shall be subject to
the requisite approval of the Company's shareholders, except that any Director
Plan amendment resulting from or implementing any increase or modification that
may result from adjustments authorized by Sections VII or XI shall not require
shareholder approval. Notwithstanding the foregoing, in no event shall the
Director Plan be modified more than once every six (6) months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder, or the Rules promulgated by the
Securities and Exchange Commission.
The Board of Directors, without further approval of the shareholders,
may terminate or suspend this Director Plan. Any such termination or
suspension of the Director Plan shall not affect Options already granted, and
such Options shall remain in full force and effect as if this Plan had not been
suspended or terminated.
<PAGE> 1
Exhibit 5 and Exhibit 23.1
October 25, 1995
SL Industries, Inc.
520 Fellowship Road, Suite 306-C
Mt. Laurel, NJ 08054
RE: SL INDUSTRIES, INC.
NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION PLAN
Gentlemen:
We have acted as counsel to SL Industries, Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
pertaining to the registration of 250,000 shares (the "Shares") of the
Company's Common Stock, par value $0.20 per share (the "Common Stock"),
underlying stock options (the "Options") granted under the Company's
Non-Employee Director Non-Qualified Stock Option Plan (the "Plan").
In that connection, we have examined all such corporate records of the
Company, and such other instruments, certified by public officials or officers
of the Company, and other documents as we deemed necessary as a basis for the
opinion hereinafter expressed. We have assumed the genuineness of all
signatures on, and the authenticity of, all documents so examined and the
conformity to original documents of all documents submitted to us as copies.
We have also assumed that: (i) all Shares issued upon the exercise of Options
will be issued only upon receipt by the Company of the consideration required
under the Plan and that no Shares will be issued except upon payment to the
Company in cash of no less than the amount of consideration determined to
constitute capital under the New Jersey Business Corporation Act, but in no
event less than $.20 per share; (ii) all actions required to be taken under the
Plan by the Board of Directors of the Company will have been taken; and (iii)
at the time of exercise of the Options, a sufficient number of authorized
shares of Common Stock shall be available and reserved for issuance thereunder.
Based upon and subject to the foregoing, we are of the opinion that
the Shares will be, if and when issued upon exercise of the Options and paid
for in accordance with the terms and conditions of the Plan, legally issued,
fully paid and non-assessable.
<PAGE> 2
The foregoing opinion is delivered to you in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
EARP, COHN, LEONE & PENDERY
By:/Susan E. Pendery /
----------------------------------
Susan E. Pendery
SEP:ldm
<PAGE> 1
Exhibit 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our
report dated September 16, 1994, included in SL Industries, Inc.'s Form 10-K
for the year ended July 31, 1994, and to all references to our Firm included in
this Registration Statement.
/Arthur Andersen LLP /
------------------------------------
Philadelphia, PA
October 20, 1995
<PAGE> 1
Exhibit 23.3
COOPERS & LYBRAND L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of SL Industries, Inc. on this Form S-8 Registration Statement of our
report dated September 20, 1993, on our audit of the consolidated financial
statements and financial statement schedules of SL Industries, Inc. as of July
31, 1993 and for the years ended July 31, 1993 and 1992, which report is
included in the 1994 Annual Report on Form 10-K.
/Coopers & Lybrand LLP /
- ----------------------------
2400 Eleven Penn Center
Philadelphia, PA
October 20, 1995
