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As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 333-
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.
(Exact name of Registrant as Specified in its Charter)
NEW JERSEY 21-0682685
(State of Incorporation) (I.R.S. Employer Identification No.)
SUITE 114-A, 520 FELLOWSHIP ROAD, MT. LAUREL, NJ 08054
(Address of Principal Executive Offices) (Zip Code)
SL INDUSTRIES, INC.,
1991 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
OWEN FARREN, PRESIDENT
SL INDUSTRIES, INC.
SUITE 114-A, 520 FELLOWSHIP ROAD
MT. LAUREL, NEW JERSEY 08054
(Name and Address of Agent for Service)
(609) 727-1500
(Telephone Number, including Area Code, of Agent for Service)
Copies To:
SUSAN E. PENDERY, ESQUIRE
Dilworth Paxson LLP
3200 Mellon Bank Center
1735 Market Street
Philadelphia, PA 19103
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to Registered Maximum Maximum Registra-
be Registered (1) (2) (3) Offering Aggregate tion Fee
Price per Offering
Share (4) Price (4)
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<S> <C> <C> <C> <C>
Common Stock, 600,000 shs. $12.5315 $7,518,900 $2,090.25
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, and a total of 422,650 shares issued under the Registrant's
1991 Long Term Incentive Plan were previously registered under the
Registrant's Registration Statement on Form S-8 (No. 333-00269) for
which a registration fee of $992.86 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 March 2, 1999 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 Nos. 33-53274 and 333-00269.
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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 600,000 shares of the
Registrant's Common Stock under the Registrant's 1991 Long Term Incentive Plan,
as amended. The Registration Statements on Form S-8 previously filed with
Commission relating to the Registrant's 1991 Long Term Incentive Plan (No.
33-53274 and No. 333-00269) are incorporated herein by reference.
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<CAPTION>
Item 8. Exhibits.
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<S> <C>
4.1 Certificate of Incorporation, as amended (previously
filed as Exhibit 3.1 to the Registrant's report on Form
10-K for the fiscal year ended July 31, 1998, and
incorporated herein by reference)
4.2 By-Laws, as amended (previously filed as Exhibit 3 to the
Registrant's Reports on Form 10-Q for the quarters ended
October 31, 1994 and 1996, 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 1998 Annual Meeting held November
20, 1998, and incorporated herein by reference)
5 Opinion of Dilworth Paxson LLP, as to the legality of the
securities being registered (filed herewith)
23.1 Consent of Dilworth Paxson LLP (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP (filed herewith)
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SIGNATURES
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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, hereunto duly
authorized, in the Township of Mt. Laurel, State of New Jersey, on March 5,
1999.
SL INDUSTRIES, INC.
By: /s/ 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.
/s/ OWEN FARREN /s/ GEORGE R. HORNIG
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OWEN FARREN, Director, GEORGE R. HORNIG,
Chairman of the Board Director
President and Chief Executive Dated: March 5, 1999
Officer
Dated: March 5, 1999
/s/ DAVID R. NUZZO /s/ ROBERT J. SANATOR
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DAVID R. NUZZO, Vice President ROBERT J. SANATOR,
Finance and Administration and Director
Secretary (Chief Financial Officer) Dated: March 5, 1999
Dated: March 5, 1999
/s/ JAMES E. MORRIS /s/ J. DWANE BAUMGARDNER
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JAMES E. MORRIS, Vice President, J. DWANE BAUMGARDNER,
Corporate Controller and Treasurer Director
(Principal Accounting Officer) Dated: March 5, 1999
Dated: March 5, 1999
/s/ WALTER I. RICKARD
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WALTER I. RICKARD, Director
Dated: March 5, 1999
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SL INDUSTRIES INC.
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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 3.1 to the Registrant's report on Form
10-K for the fiscal year ended July 31, 1998, and
incorporated herein by reference)
4.2 By-Laws, as amended (previously filed as Exhibit 3 to the
Registrant's Reports on Form 10-Q for the quarters ended
October 31, 1994 and 1996, 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 1998 Annual Meeting held November
20, 1998, and incorporated herein by reference)
5 Opinion of Dilworth Paxson LLP, as to the legality of the
securities being registered (filed herewith)
23.1 Consent of Dilworth Paxson LLP (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP (filed herewith)
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Exhibit 5 and Exhibit 23.1
[Letterhead of Dilworth Paxson LLP]
DIRECT DIAL NUMBER:
(215) 575-7000
SL Industries, Inc.
520 Fellowship Road, Suite 114-A
Mt. Laurel, NJ 08054
Re: SL Industries, Inc. 1991 Long Term Incentive Plan,
as amended
Registration Statement on Form S-8
Gentlemen:
As counsel for SL Industries, Inc., a New Jersey corporation (the
"Company"), we have been asked to render our opinion with respect to certain
matters relating to the offer and sale of a total of up to an additional 600,000
shares of the Company's Common Stock, par value $.20 per share (the "Additional
Shares"), which may be issued pursuant to the Company's 1991 Long Term Incentive
Plan, as amended (the "Plan"), which are or may become issuable upon exercise of
options granted or which may be granted thereunder. The number of shares which
may be purchased upon exercise of each option is subject to adjustment from time
to time as set forth in such option or the Plan.
The Additional Shares are subject of a Registration Statement on Form
S-8 (the "Registration Statement") which the Company intends to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), on or about March 5, 1999.
The Registration Statement incorporates by reference the contents of
the Company's Registration Statements on Form S-8 No. 33-53274 and No. 333-00269
relating to certain shares of Common Stock issued or issuable under the Plan.
(These Registration Statements are referred to below as the "Incorporated
Registration Statements.") We understand that the Incorporated Registration
Statements remain in full force and effect.
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DILWORTH PAXSON LLP PAGE 2
TO: SL INDUSTRIES, INC.
In rendering this opinion, we have examined: (i) the Amended and
Restated Certificate of Incorporation and By-laws of the Company, each as
presently in effect; (ii) the resolutions and related minutes of the Company's
Board of Directors adopting and amending the Plan and authorizing the issuance
of Additional Shares pursuant to the Plan; (iii) the resolutions of the
Company's Board of Directors authorizing the preparation and filing of the
Registration Statement; (iv) the Registration Statement (including the
Incorporated Registration Statements); (v) such certificates and other documents
as we have deemed appropriate or necessary as a basis for the opinions
hereinafter expressed.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents and records examined, the conformity with the
original documents of all documents submitted to us as copies and the
genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that the
Additional Shares, when duly issued in accordance with the terms of the Plan,
and the options granted thereunder, after the Registration Statement shall have
become effective under the Act, will be legally issued, fully paid and
nonassessable.
This opinion is limited to the federal law of the United States and the
State of New Jersey.
We hereby consent to the filing of this opinion as a exhibit to the
Registration Statement and to the reference made to this Firm in Item 5 of Part
II of the Registration Statement.
Very truly yours,
/s/ DILWORTH PAXSON LLP
DILWORTH PAXSON LLP
cc: David Nuzzo, Secretary
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EXHIBIT 23.2
[Letterhead of Arthur Andersen LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 10, 1998,
included in SL Industries, Inc.'s Form 10-K for the year ended July 31, 1998,
and to all references to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Philadelphia, PA
March 5, 1999
