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As filed with the Securities and Exchange Commission on January 18, 1996
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.,
1991 LONG TERM INCENTIVE 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
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<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)(2)(3) Price per Offering
Share(4) Price(4)
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<S> <C> <C> <C> <C>
Common Stock, 422,650 shs. $6.8125 $2,879,303 $992.86
par value $.20
per share
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</TABLE>
(1) A total of 500,000 shares issuable under the Registrant's 1991 Long Term
Incentive Plan were previously registered under Registrant's
Registration Statement on Form S-8 (No. 33-53274), for which a filing
fee of $605.47 was previously paid in connection with the registration
thereof.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), an indeterminate number of additional shares of
Common Stock, which may become issuable pursuant to the anti-dilution
provisions of the SL Industries, Inc., 1991 Long Term Incentive Plan, as
amended, are also being registered hereunder.
(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.,
1991 Long Term Incentive Plan, as amended.
(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 on the basis of the average of
the high and low prices for a share of SL Industries, Inc. Common Stock
on January 16, 1996, as reported in the New York Stock Exchange
Consolidated Reporting System.
Pursuant to Rule 429 under the Securities Act, the prospectus relating to this
Registration Statement also relates to shares issuable under Form S-8
Registration Statement No. 33-53274.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E, this Registration Statement on Form
S-8 is filed for the purpose of registering an additional 422,650 shares of the
Registrant's Common Stock under the Registrant's 1991 Long Term Incentive Plan,
as amended. The Registration Statement on Form S-8 previously filed with
Commission relating to the Registrant's 1991 Long Term Incentive Plan (No.
33-53274) is incorporated herein by reference.
Item 8. Exhibits.
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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 to the
Registrant's report on Form 10-Q dated October 31, 1994, filed on
December 15, 1994, and incorporated herein by reference)
4.3 SL INDUSTRIES, INC., 1991 LONG TERM INCENTIVE PLAN, as amended
(previously filed as Appendix to the Registrant's Proxy Statement for
its 1995 Annual Meeting held November 17, 1995, and incorporated herein
by reference)
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)
23.2 Consent of Arthur Andersen LLP (filed herewith)
23.3 Consent of Coopers & Lybrand L.L.P. (filed herewith)
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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 January
3, 1996.
SL INDUSTRIES, INC.
By:/Owen Farren /
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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 / /George R. Hornig /
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OWEN FARREN, Director, GEORGE R. HORNIG,
President and Chief Executive Director
Officer Dated: January 3, 1996
Dated: January 3, 1996
/James E. Morris / /J. Dwane Baumgardner /
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JAMES E. MORRIS, Vice President, J. DWANE BAUMGARDNER,
Treasurer, Corporate Controller Director
and Secretary (Principal Financial Dated: January 16, 1996
and Accounting Officer)
Dated: January 2, 1996
/Salvatore J. Nuzzo / /Edward A. Gaugler /
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SALVATORE J. NUZZO, Director EDWARD A. GAUGLER,
Chairman of the Board Director
Dated: January 4, 1996 Dated: January 5, 1996
/Robert J. Sanator / /Warren G. Lichtenstein /
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ROBERT J. SANATOR, WARREN G. LICHTENSTEIN,
Director Director
Dated: January 3, 1996 Dated: January 16, 1996
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SL INDUSTRIES, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit No. Description
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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 to
the Registrant's report on Form 10-Q dated October 31,
1994, filed on December 15, 1994, and incorporated herein
by reference)
4.3 SL INDUSTRIES, INC., 1991 LONG TERM INCENTIVE PLAN, as
amended (previously filed as Appendix to Registrant's
Proxy Statement for its 1995 Annual Meeting held November
17, 1995, and incorporated herein by reference)
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)
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Exhibit 5 and Exhibit 23.1
EARP, COHN, LEONE & PENDERY,
A Professional Corporation
January 18, 1996
SL Industries, Inc.
520 Fellowship Road, Suite 306-C
Mt. Laurel, NJ 08054
RE: SL INDUSTRIES, INC.
1991 LONG TERM INCENTIVE PLAN, AS AMENDED.
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 422,650 shares (the "Shares') of the
Company's Common Stock, par value $0.20 per share (the "Common Stock"),
underlying stock options (the "Options") available for grant under the
Company's 1991 Long Term Incentive Plan, as amended (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.
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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
s/Earp, Cohn, Leone & Pendery/
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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 /
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Philadelphia, PA
January 15, 1996
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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 L.L.P. /
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2400 Eleven Penn Center
Philadelphia, PA
January 16, 1996
