Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported) August 30,
2010
____________________
SL Industries,
Inc.
(Exact
name of registrant as specified in charter)
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New Jersey
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1-4987
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21-0682685
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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520 Fellowship Road, Suite A114, Mount Laurel, New
Jersey
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08054
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (856)
727-1500
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N/A
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(Former
name or former address, if changed since last
report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On August
30, 2010, the Board of Directors (the “Board”) of SL Industries, Inc. (the
“Company”) appointed Louis Belardi to serve as the Company’s Chief Financial
Officer (“CFO”), effective immediately.
Mr.
Belardi, age 59, served as the Corporate Controller of the Company since 2004,
during which time he was responsible for management of the Company's corporate
accounting, SEC reporting functions and Sarbanes Oxley
compliance. Mr. Belardi has served as the Company’s Secretary and
Treasurer since July 2010. Prior to joining the Company, Mr. Belardi was a
partner in his own management consulting firm that specialized in providing
financial consulting to public corporations. Before entering
consulting, he was promoted through several financial roles to the position of
Vice President Finance and Administration at Aydin Corporation, now part of L-3
Communications. Mr. Belardi started his career at Price
Waterhouse. He is a Certified Public Accountant and holds a Bachelor
of Science degree from the University of Scranton and a Master’s Degree in
Finance from Temple University Graduate School.
Mr.
Belardi does not have any family relationships with any of the Company's
directors or executive officers and he is not party to any related party
transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of
Regulation S-K. Mr. Belardi will replace Glen Kassan, who has served
as the Company’s Interim Chief Financial Officer since June 14,
2010. Mr. Kassan will continue to serve as Chairman of the Board of
the Company.
In
connection with Mr. Belardi's appointment as the Company’s CFO, the Compensation
Committee of the Board approved the terms of Mr. Belardi's compensation, which
includes an annual base salary at $215,000, eligibility for an annual bonus of
up to 75% of his base salary to be composed of a short term incentive portion
and a long term incentive portion at the sole discretion of the Board, and an
option to purchase 25,000 shares of the Company’s common stock granted at fair
market value pursuant to the Company’s 2008 Incentive Stock Plan (the
“Options”). The Options vest over three years pursuant to an
option grant letter agreement dated September 2, 2010, setting forth certain
terms of the Option grant.
On August
31, 2010, the Company entered into a Change-In-Control Agreement with Mr.
Belardi (the "Change-In-Control Agreement"). Pursuant to the
Change-In-Control Agreement, Mr. Belardi will receive a payment equal to one
times his annual salary in the event his employment is terminated without cause
or if he terminates such employment for good reason within one year of a change
in control of the Company or the execution of a definitive agreement
contemplating a change in control of the Company, whichever is later. The
Change-In-Control Agreement has a term of seven years.
On
September 2, 2010, the Company issued a press release announcing the appointment
of Mr. Belardi as the Company’s CFO. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item
9.01.
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Financial Statements
and Exhibits.
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Exhibit
No.
99.1
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Exhibits
Press Release dated September 2,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SL Industries,
Inc.
(Registrant)
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Date:
September 2, 2010
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By:
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/s/ William
T. Fejes |
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Name: William
T. Fejes |
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Title: Chief
Executive Officer |
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