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New
Jersey
(State
or other jurisdiction of
incorporation
or organization)
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21-
0682685
(I.R.S.
Employer
Identification
No.)
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520
Fellowship Road, Suite A114
Mt. Laurel,
NJ
(Address
of Principal Executive Offices)
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08054
(Zip
Code)
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Title
of
securities
to
be
registered
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Amount
to
be
registered(1)
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Proposed
maximum
offering
price
per
share(2)
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Proposed
maximum
aggregate
offering
price(2)
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Amount
of
registration
fee
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common
stock, $.01 par value per share.
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315,000
shares
of common stock
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$13.12
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$4,132,800.00
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$163.00
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement also registers such indeterminate
number of additional shares of common stock that may be offered pursuant
to the anti-dilution provisions set forth in the 2008 Incentive Stock Plan
(the “Plan”).
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(2)
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Pursuant
to Rule 457(c) and (h) under the Securities Act of 1933, the maximum
offering price is calculated by using the average of the high and low
prices of the Registrant's common shares on the American Stock Exchange on
August 11, 2008.
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1.
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Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2007;
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2.
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2008;
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3.
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2008;
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4.
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Our
Current Reports on Form 8-K filed on January 14, 2008, March 4, 2008, and
March 18, 2008; and
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5.
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The
description of the securities contained in the Company’s registration
statement on Form 8-A/A filed on April 29, 2003 under the Securities
Exchange Act of 1934, as amended, including any amendment or report filed
or to be filed for the purpose of updating such
description.
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(1)
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As
used in this section,
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(a)
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"Corporate
agent" means any person who is or was a director, officer, employee or
agent of the indemnifying corporation or of any constituent corporation
absorbed by the indemnifying corporation in a consolidation or merger and
any person who is or was a director, officer, trustee, employee or agent
of any other enterprise, serving as such at the request of the
indemnifying corporation, or of any such constituent corporation, or the
legal representative of any such director, officer, trustee, employee or
agent;
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(b)
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"Other
enterprise" means any domestic or foreign corporation, other than the
indemnifying corporation, and any partnership, joint venture, sole
proprietorship, trust or other enterprise, whether or not for profit,
served by a corporate agent;
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(c)
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"Expenses"
means reasonable costs, disbursements and counsel
fees;
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(d)
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"Liabilities"
means amounts paid or incurred in satisfaction of settlements, judgments,
fines and penalties;
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(e)
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"Proceeding"
means any pending, threatened or completed civil, criminal, administrative
or arbitrative action, suit or proceeding, and any appeal therein and any
inquiry or investigation which could lead to such action, suit or
proceeding; and
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(f)
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References
to "other enterprises" include employee benefit plans; references to
"fines" include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
indemnifying corporation" include any service as a corporate agent which
imposes duties on, or involves services by, the corporate agent with
respect to an employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner the person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
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(2)
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Any
corporation organized for any purpose under any general or special law of
this State shall have the power to indemnify a corporate agent against his
expenses and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate
agent, other than a proceeding by or in the right of the corporation,
if
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(a)
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such
corporate agent acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation;
and
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(b)
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with
respect to any criminal proceeding, such corporate agent had no reasonable
cause to believe his conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not of itself create a
presumption that such corporate agent did not meet the applicable
standards of conduct set forth in paragraphs 14A:3-5(2)(a) and
14A:3-5(2)(b).
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(3)
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Any
corporation organized for any purpose under any general or special law of
this State shall have the power to indemnify a corporate agent against his
expenses in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the
corporate agent by reason of his being or having been such corporate
agent, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation.
However, in such proceeding no indemnification shall be provided in
respect of any claim, issue or matter as to which such corporate agent
shall have been adjudged to be liable to the corporation, unless and only
to the extent that the Superior Court or the court in which such
proceeding was brought shall determine upon application that despite the
adjudication of liability, but in view of all circumstances of the case,
such corporate agent is fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem
proper.
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(4)
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Any
corporation organized for any purpose under any general or special law of
this State shall indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and
14A:3-5(3) or in defense of any claim, issue or matter
therein.
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(5)
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Any
indemnification under subsection 14A:3-5(2) and, unless ordered by a
court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection
14A:3-5(3). Unless otherwise provided in the certificate of
incorporation or bylaws, such determination shall be
made
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(a)
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by
the board of directors or a committee thereof, acting by a majority vote
of a quorum consisting of directors who were not parties to or otherwise
involved in the proceeding; or
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(b)
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if
such a quorum is not obtainable, or, even if obtainable and such quorum of
the board of directors or committee by a majority vote of the
disinterested directors so directs, by independent legal counsel, in a
written opinion, such counsel to be designated by the board of directors;
or
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(c)
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by
the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so
directs.
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(6)
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Expenses
incurred by a corporate agent in connection with a proceeding may be paid
by the corporation in advance of the final disposition of the proceeding
as authorized by the board of directors upon receipt of an undertaking by
or on behalf of the corporate agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified as
provided in this section.
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(7)
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(a)
If a corporation upon application of a corporate agent has failed or
refused to provide indemnification as required under subsection 14A:3-5(4)
or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a
corporate agent may apply to a court for an award of indemnification by
the corporation, and such court
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(b)
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Application
for such indemnification may be
made
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(8)
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The
indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any
other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the
corporation, to which a corporate agent may be entitled under a
certificate of incorporation, bylaw, agreement, vote of shareholders, or
otherwise; provided that no indemnification shall be made to or on behalf
of a corporate agent if a judgment or other final adjudication adverse to
the corporate agent establishes that his acts or omissions (a) were
in breach of his duty of loyalty to the corporation or its shareholders,
as defined in subsection (3) of N.J.S. 14A:2-7, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in
receipt by the corporate agent of an improper personal
benefit.
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(9)
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Any
corporation organized for any purpose under any general or special law of
this State shall have the power to purchase and maintain insurance on
behalf of any corporate agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his being
or having been a corporate agent, whether or not the corporation would
have the power to indemnify him against such expenses and liabilities
under the provisions of this section. The corporation may purchase
such insurance from, or such insurance may be reinsured in whole or in
part by, an insurer owned by or otherwise affiliated with the corporation,
whether or not such insurer does business with other
insureds.
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(10)
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The
powers granted by this section may be exercised by the corporation,
notwithstanding the absence of any provision in its certificate of
incorporation or bylaws authorizing the exercise of such
powers.
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(11)
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Except
as required by subsection 14A:3-5(4), no indemnification shall be made or
expenses advanced by a corporation under this section, and none shall be
ordered by a court, if such action would be inconsistent with a provision
of the certificate of incorporation, a bylaw, a resolution of the board of
directors or of the shareholders, an agreement or other proper corporate
action, in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or
the rights of indemnification to which a corporate agent may be
entitled.
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(12)
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This
section does not limit a corporation's power to pay or reimburse expenses
incurred by a corporate agent in connection with the corporate agent's
appearance as a witness in a proceeding at a time when the corporate agent
has not been made a party to the
proceeding.
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4.1*
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2008
Incentive Stock Plan.
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5*
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Opinion
of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
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23.1*
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Consent
of Independent Registered Public Accounting Firm – Grant Thornton
LLP.
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23.2*
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Consent
of Olshan Grundman Frome Rosenzweig & Wolosky LLP (included in its
opinion filed herewith as Exhibit 5).
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24*
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Powers
of Attorney (included on the signature page to this Registration
Statement).
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*
Filed herewith.
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(a)
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The
undersigned registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or event 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
and
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(iii)
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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.
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(2)
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That,
for purpose of determining any liability under the Securities Act of 1933,
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.
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(3)
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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.
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(5)
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
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(i)
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If
the registrant is relying on Rule
430B:
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(ii)
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If
the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement, or made in any such document immediately prior to
such date of first use.
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(6)
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That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424
(§230.424 of this chapter);
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer n the offering made by the
undersigned registrant to the
purchaser.
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(b)
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The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement 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.
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(h)
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933 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 Act as 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 Act and
will be governed by the final adjudication of such
issue.
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SL
INDUSTRIES, INC.
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By:
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/s/ James C. Taylor
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James
C. Taylor
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President
and Chief Executive Officer
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Signature
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Title
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Date
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/s/
Glen M. Kassan
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Chairman
of the Board
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August
14, 2008
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Glen
M. Kassan
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/s/
James C. Taylor
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President
and Chief Executive Officer
(Principal
Executive Officer)
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August
14, 2008
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James
C. Taylor
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/s/
David R. Nuzzo
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Vice
President, Chief Financial Officer, Treasurer and Secretary
(Principal
Financial and Accounting Officer)
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August
14, 2008
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David
R. Nuzzo
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/s/
J. Dwane Baumgardner
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Director
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August
14, 2008
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J.
Dwane Baumgardner
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/s/
Avrum Gray
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Director
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August
14, 2008
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Avrum
Gray
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/s/
James R. Henderson
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Director
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August
5, 2008
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James
R. Henderson
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/s/
James A. Risher
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Director
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August
12, 2008
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James
A. Risher
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/s/
Mark E. Schwartz
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Director
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August
13, 2008
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Mark
E. Schwartz
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/s/
John McNamara
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Director
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August
5, 2008
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John
McNamara
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