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As filed with the Securities and Exchange Commission on June ____, 1996
Registration No. 33-53274
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8/A
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 114-A, 520 FELLOWSHIP ROAD, MT. LAUREL, NJ 08054
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(Address of Principal Executive Offices) (Zip Code)
1991 LONG TERM INCENTIVE PLAN OF SL INDUSTRIES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
DATED JUNE 19, 1991, WITH OWEN FARREN
NON-QUALIFIED STOCK OPTION AGREEMENT
DATED SEPTEMBER 25, 1991, WITH TED D. TAUBENECK
NON-QUALIFIED STOCK OPTION AGREEMENT
DATED NOVEMBER 12, 1990, WITH RONALD R. MAZIK
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(Full Title of the Plan)
OWEN FARREN, PRESIDENT
SL INDUSTRIES, INC.
SUITE 114-A, 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
A Professional Corporation
1515 Market Street, Suite 1600
Philadelphia, PA 19102
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AMENDMENT TO ITEM 8
Item 8 to this Registration Statement is hereby amended and restated in its
entirety as follows:
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Item 8. Exhibits.
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4.1 1991 Long Term Incentive Plan of SL Industries, Inc., as amended is
incorporated herein by reference to the Appendix to the Recipient's
Proxy Statement for its 1995 Annual Meeting held November 17, 1995,
previously filed with the Securities and Exchange Commission.
4.2 Non-Qualified Stock Option Agreement dated September 25, 1991, with
Ted D. Taubeneck (incorporated by reference to Exhibit 10-B of the
Registrant's Annual Report on Form 10-K for the year ended July 31,
1991 filed with the Securities and Exchange Commission on October
28, 1991 (hereinafter referred to as the "Registrant's 1991 Annual
Report")).
4.3 Non-Qualified Stock Option Agreement dated June 19, 1991, with Owen
Farren (incorporated by reference to Exhibit 10-A of the
Registrant's 1991 Annual Report).
4.4 Non-Qualified Stock Option Agreement dated November 12, 1990, with
Ronald R. Mazik.
4.5 Amendment No. 1 to Non-Qualified Stock Option Agreement dated
September 25, 1991 with Ted D. Taubeneck dated May 2, 1996 (filed
with this Post-Effective Amendment No. 1 to Registration Statement
on Form S-8).
4.6 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).
4.7 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).
5 Opinion of Earp, Cohn, Leone & Pendery, A Professional Corporation
as to the legality of the securities being registered (filed with
this Registration Statement on Form S-8).
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24 Consent of Earp, Cohn, Leone & Pendery, A Professional Corporation
(contained in Exhibit 5).
24.1 Consent of Arthur Andersen LLP incorporated by reference to Exhibit 24
of the Registrant's Annual Report on Form 10-K for the year ended
July 31, 1995 filed with the Securities and Exchange Commission on
October 30, 1995 (the "1995 10-K").
24.2 Consent of Coopers & Lybrand L.L.P. incorporated by reference to
Exhibit 24A of the Registrant's 1995 10-K.
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AMENDMENT TO INDEX OF EXHIBITS
The Index to Exhibits to this Registration Statement is amended and restated
in its entirety as set forth herein.
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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
Post-Effective Amendment No. 1 to the 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 May 31, 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.
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/Owen Farren / /George R. Hornig, /
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OWEN FARREN, Director, GEORGE R. HORNIG,
President and Chief Executive Officer Director
Dated: May 31, 1996 Dated: May 31, 1996
/James E. Morris / /J. Dwane Baumgardner /
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JAMES E. MORRIS, Vice President J. DWANE BAUMGARDNER,
Corporate Controller, Director
Treasurer and Secretary Dated: May 31, 1996
Dated: May 31, 1996
/Edward A. Gaugler / /Salvatore J. Nuzzo /
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EDWARD A. GAUGLER, SALVATORE J. NUZZO,
Director Director, Chairman of the
Dated: May 31, 1996 Board
Dated: June 1, 1996
/Warren G. Lichtenstein / /Robert J. Sanator /
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WARREN G. LICHTENSTEIN, ROBERT J. SANATOR, Director
Director Dated: May 31, 1996
Dated: May 31, 1996
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SL INDUSTRIES, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
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Exhibit No. Description
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4.1 1991 Long Term Incentive Plan of SL Industries, Inc., as
amended is incorporated herein by reference to the Appendix to
the Recipient's Proxy Statement for its 1995 Annual Meeting held
November 17, 1995, previously filed with the Securities and
Exchange Commission.
4.2 Non-Qualified Stock Option Agreement dated September 25, 1991,
with Ted D. Taubeneck (incorporated by reference to Exhibit
10-B of the Registrant's Annual Report on Form 10-K for the year
ended July 31, 1991 filed with the Securities and Exchange
Commission on October 28, 1991 (hereinafter referred to as the
"Registrant's 1991 Annual Report")).
4.3 Non-Qualified Stock Option Agreement dated June 19, 1991, with
Owen Farren (incorporated by reference to Exhibit 10-A of the
Registrant's 1991 Annual Report).
4.4 Non-Qualified Stock Option Agreement dated November 12, 1990,
with Ronald R. Mazik.
4.5 Amendment No. 1 to Non-Qualified Stock Option Agreement dated
September 25, 1991 with Ted D. Taubeneck dated May 2, 1996
(filed with this Post-Effective Amendment No. 1 to Registration
Statement on Form S-8).
4.6 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).
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4.7 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).
5 Opinion of Earp, Cohn, Leone & Pendery, A Professional
Corporation as to the legality of the securities being
registered (filed with this Registration Statement on
Form S-8).
24 Consent of Earp, Cohn, Leone & Pendery, A Professional
Corporation (contained in Exhibit 5).
24.1 Consent of Arthur Andersen LLP incorporated by reference to
Exhibit 24 of the Registrant's Annual Report on Form 10-K
for the year ended July 31, 1995 filed with the Securities
and Exchange Commission on October 30, 1995 (the "1995 10-K").
24.2 Consent of Coopers & Lybrand L.L.P. incorporated by reference
to Exhibit 24A of the Registrant's 1995 10-K.
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EXHIBIT 4.5
AMENDMENT NO. 1
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
AMENDMENT NO. 1, dated as of May 2, 1996, to the Non-Qualified Stock
Option Agreement, concerning 50,000 shares of Common Stock of the Corporation
and dated as of September 25, 1991 (the "Option Agreement"), by and between SL
Industries, Inc., a New Jersey corporation ("SL"), and Ted D. Taubeneck
("Taubeneck") (SL and Taubeneck are herein sometimes collectively referred to
herein as the "Parties").
W I T N E S S E T H:
WHEREAS, the Parties have agreed to amend the Option Agreement as
provided herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:
1. Paragraph 3 of the Option Agreement is hereby amended and restated
in its entirety as follows:
3. Term of Option. The Option shall be exercisable at any time
and from time to time following the date of this Agreement, until
November 30, 1998, notwithstanding Taubeneck's death or disability, and
regardless of whether Taubeneck is then employed by SL.
2. Except as amended hereby, the Option Agreement is hereby ratified
and confirmed in all respects.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
No. 1 to be executed as of the day and year first above written.
SL INDUSTRIES, INC.
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By: /Owen Farren / /Ted Taubeneck /
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OWEN FARREN, Chief TED TAUBENECK
Executive Officer
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