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As filed with the Securities and Exchange Commission on
December 28, 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)
NON-QUALIFIED STOCK OPTION AGREEMENT DATED
OCTOBER 24, 1995, DAVID V. DAY
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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
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered (1) Price per Offering
Share(3) Price(3)
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<S> <C> <C> <C> <C>
Common Stock, 50,000(2) $8.375 $418,750.00 $144.40
par value $.20
per share
</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
Non-Qualified Stock Option Agreement dated October 24, 1995 between the
Registrant and David V. Day, are also being registered hereunder.
(2) Consists of shares of Common Stock which may be sold upon the exercise of
the option granted under the Non-Qualified Stock Option Agreement dated
October 24, 1995 between the Registrant and David V. Day.
(3) 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: the
fee is calculated on the basis of the per share price at which such option
may be exercised.
<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 the optionee 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, 1995, 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,
1995, 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(b)
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.
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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 directors and certain officers 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 NON-QUALIFIED STOCK OPTION AGREEMENT Dated October 24, 1995, Between the
Registrant and David V. Day (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).
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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,
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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
December 13, 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.
/Owen Farren /
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OWEN FARREN, Director, GEORGE R. HORNIG,
President and Chief Executive Officer Director
Dated: December 13, 1995 Dated: December , 1995
/James E. Morris / /J. Dwane Baumgardner /
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JAMES E. MORRIS, Vice President, J. DWANE BAUMGARDNER,
Corporate Controller, Treasurer Director
and Secretary Dated: December 21, 1995
Dated: December 13, 1995
/Salvatore J. Nuzzo / /Edward A. Gaugler /
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SALVATORE J. NUZZO, Director EDWARD A. GAUGLER,
Chairman of the Board Director
Dated: December 15, 1995 Dated: December 14, 1995
/Robert J. Sanator / /Warren G. Lichtenstein /
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ROBERT J. SANATOR, WARREN G. LICHTENSTEIN
Director Director
Dated: December 15, 1995 Dated: December 15, 1995
<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 NON-QUALIFIED STOCK OPTION AGREEMENT
Dated October 24, 1995 Between the
Registrant and David V. Day (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>
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Exhibit 4.3
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of October 24, 1995, between SL INDUSTRIES,
INC., a New Jersey corporation ("SL Industries"), and DAVID V. DAY ("Day").
BACKGROUND
1. Day is presently employed by SL Industries' subsidiary, SL WABER,
Inc. ("SL Waber"), as an executive employee and as the Vice President and
General Manager of its Day Sequerra division. His efforts in such position
provide SL Waber with substantial and valuable benefits, and it is
anticipated that his future efforts will be similarly valuable.
2. SL Industries desires to provide Day with an additional incentive,
in the form of this Non-Qualified Stock Option Agreement, to serve with
increased efforts during the period of his employment.
3. Day has agreed to remain in the employment of SL Waber and to
assume new and additional responsibilities, being induced to do so, in
part, by the agreement of SL Industries to provide the stock option which
is described below.
AGREEMENTS
In consideration of the respective agreements set forth below, and
intending to be legally bound, Day and Waber agree as follows:
1. ISSUANCE OF OPTION. SL Industries hereby grants to Day an option
(the "Option") to purchase all or any part of an aggregate of FIFTY
THOUSAND (50,000) shares of common stock of SL Industries. The Option may
be exercised, from time to time and in whole or in part, upon the terms and
conditions set forth below.
2. OPTION PRICE. THE PURCHASE PRICE FOR EACH SHARE SUBJECT TO THE
OPTION SHALL BE EIGHT DOLLARS AND 37 1/2 CENTS ($8.375), SUBJECT TO
ADJUSTMENT AS PROVIDED BELOW.
3. VESTING; FORFEITURE; EXERCISE DATE. The Option shall be forfeited
to the extent not vested, and shall be exercisable, in accordance with the
following provisions:
A. As to TWENTY-FIVE THOUSAND (25,000) shares, the Option shall be
vested immediately, shall not be subject to forfeiture, and may be exercised on
or after October 13, 1997, provided Day has been continuously employed by SL
Waber through such date.
<PAGE> 2
B. As to another TEN THOUSAND (10,000) shares, the Option shall become
vested on October 13, 1996, and may be exercised on or after April 13, 1997,
provided Day has been continuously employed by SL Waber through the latter
date.
C. As to another TEN THOUSAND (10,000) shares, the Option shall become
vested on October 13, 1997, and may be exercised on or after April 13, 1998,
provided Day has been continuously employed by SL Waber through the latter
date.
D. As to the final FIVE THOUSAND (5,000) shares, the Option shall
become vested on October 13, 1998, and may be exercised on or after April 13,
1999, provided Day has been continuously employed by SL Waber through the
latter date.
E. Notwithstanding the foregoing, the Option (1) shall be fully vested
in the event that Day's employment with SL Waber is terminated by reason of his
death or disability or is involuntarily terminated by SL Waber other than for
cause, and (2) may be exercised at any time after the indicated date for each
portion of the Option if that date is after the occurrence of any such event.
4. TERM OF OPTION. The Option shall be exercisable, but only to the
extent vested and exercisable under the provisions of Paragraph 3, at any
time following the date of this Agreement. The Option, if not sooner
exercised and unless extended by SL Industries, shall terminate SIXTY (60)
days following the termination of Day's employment with SL Industries
unless such employment has been terminated by reason of his death or
disability or is involuntarily terminated by SL Waber other than for cause,
in which case the Option shall terminate SIX (6) months following the
indicated exercise date for each portion of the Option. Unless forfeited
in accordance with the provisions of Paragraph 3, the Option shall not be
terminated for any other reason.
5. MEDIUM AND TIME OF EXERCISE AND PAYMENT. The Option may be exercised
at any time by written notice to SL Industries delivered at least THREE (3)
business days prior to the closing date specified in such notice. Closing
shall occur at the principal executive offices of SL Industries or at such
other place as the parties may agree. At the closing, the purchase price
shall be payable in cash, by check, or by tendering to SL Industries shares
of its common stock having an aggregate fair market value, determined as of
the date when written notice of exercise of the Option has been delivered to
SL Industries, equal to the purchase price. Upon payment of the purchase
price, SL Industries shall deliver to Day certificates representing the
shares purchased pursuant to the Option.
6. NONTRANSFERABILITY. The Option shall be exercisable only by Day and
shall not be assignable or transferable by him (other than to his estate or
to any beneficiary of his estate), and no other person shall acquire any
rights therein.
2
<PAGE> 3
7. REGISTRATION OF SHARES. Within ninety days following the execution of
this Agreement, SL Industries shall cause a registration statement to be
filed on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the shares covered by the Option. While the
Option remains in effect, SL Industries shall exercise its best efforts to
keep such a registration statement in effect with respect to such shares.
Unless an appropriate registration statement under the Securities Act is
then in effect, any shares which may be issued to Day upon exercise of the
Option will be restricted securities and will not be freely tradeable.
Accordingly, and in such event, Day understands that he may not sell,
transfer, or make any other disposition of any such shares, unless and
until (a) the shares are included in an effective registration statement
under the Securities Act and are registered or qualified under applicable
state securities laws, or (b) in the opinion of counsel for SL Industries,
no such registration or qualification is required with respect to any
intended sale, transfer, or other disposition.
8. OTHER SECURITIES LAW REQUIREMENTS. Day represents and warrants that
he is acquiring the Option and (unless an appropriate registration statement
is then in effect under the Securities Act) any shares which he may purchase
upon exercise of the Option, for his own account and not with a view to
resale or distribution thereof. As an additional condition of its obligation
to deliver shares to Day upon exercise of the Option, SL Industries may
require Day to make any representations and warranties (including but not
being limited to the foregoing) as may, in the opinion of counsel to SL
Industries, be required to ensure compliance with the Securities Act and
any other applicable securities laws. Each certificate representing any
such shares shall bear whatever legends may be required by applicable law.
In particular, unless an effective registration statement under the
Securities Act is then in effect with respect to such shares and such shares
are registered or qualified under any applicable state securities laws, the
following legend shall be endorsed on any such certificate:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS (THE "STATE ACTS") AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE
OPINION OF ITS COUNSEL AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER
EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT OR THE STATE
ACTS.
9. LISTING OF SHARES. SL Industries shall exercise its best efforts to
insure that all shares issued to Day or any other person upon the exercise
of the Option will be listed
3
<PAGE> 4
under the rules and regulations of the New York Stock Exchange and the
Philadelphia Stock Exchange, if similar shares of SL Industries are listed
generally on such stock exchanges at such time.
10. LIMITED SCOPE OF AGREEMENT. Nothing in this Agreement shall impose
upon SL Industries or any of its subsidiaries or affiliates any obligation
to retain the services of Day as an employee or officer, or impose upon
Day any obligation to continue as an employee or officer of any of them.
11. CHANGES IN CAPITAL STRUCTURE. In the event of any change in the
outstanding common stock of SL Industries by reason of stock dividend,
stock split, recapitalization, merger, consolidation, split, spinoff,
liquidation, or other similar change in capitalization, or any distribution
to common stockholders other than cash dividends, appropriate adjustment
shall be made in the number and class of shares subject to the Option and
the option price per share. If SL Industries should be reorganized,
consolidated, or merged with any other corporation, or if all or
substantially all of its assets should be sold, SL Industries shall take
appropriate action to enable Day to receive, upon any subsequent exercise
of the Option, such securities, shares, or other assets as were issuable
or payable in respect of or in exchange for shares of common stock of
SL Industries in such reorganization, consolidation, merger, or sale.
12. SHAREHOLDER RIGHTS. Day shall have no rights as a shareholder of SL
Industries with respect to any shares covered by the Option, until the date
of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities, or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued, except as is provided in Paragraph 11, above.
13. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and their heirs, executors, administrators, and successors.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first mentioned above.
SL INDUSTRIES, INC.
By: /s/ OWEN FARREN /s/ DAVID V. DAY 8 October 1995
------------------------- -------------------------------
OWEN FARREN, President DAVID V. DAY
4
<PAGE> 1
Exhibit 5 and Exhibit 23.1
Earp, Cohn, Leone & Pendery
December 28, 1995
SL Industries, Inc.
520 Fellowship Road, Suite 306-C
Mt. Laurel, NJ 08054
RE: SL INDUSTRIES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT DATED OCTOBER 24, 1995,
BETWEEN THE COMPANY AND DAVID V. DAY
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 50,000 shares (the "Shares") of the Company's
Common Stock, par value $0.20 per share (the "Common Stock"), underlying a
stock option (the "Option") granted under the Non-Qualified Stock Option
Agreement Dated October 24, 1995, between the Company and David V. Day (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 the
Option 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; and (ii) at the time of exercise of the Option,
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 Option and paid for in
accordance with the terms and conditions of the Plan, legally issued, fully
paid and non-assessable.
<PAGE> 2
SL Industries, Inc.
December 28, 1995
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:/Thomas L. Earp /
---------------------------------
Thomas L. Earp
TLE: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
15, 1995, included in SL Industries, Inc.'s Form 10-k for the year ended July
31, 1995, and to all references to our Firm included in this Registration
Statement.
/Arthur Andersen LLP /
------------------------------------
Philadelphia, PA
December 28, 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 year ended July 31, 1993, which report is included in the 1995
Annual Report on Form 10-K.
/Coopers & Lybrand LLP /
- ----------------------------
2400 Eleven Penn Center
Philadelphia, PA
December 28, 1995
