sec document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 25, 2002
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SL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 1-4987 21-0682685
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
520 Fellowship Road, Suite A114, Mount Laurel, New Jersey 08054
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(Address of principal executive offices)
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.)
Item 5. Other Events.
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On July 25, 2002, SL Industries, Inc. (the "Company") issued a press
release announcing certain recent developments (a copy of which is attached
hereto as Exhibit 99.1), as follows:
I. Termination of Financial Advisory Contract.
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On July 17, 2002, the Company received notification from Credit
Suisse First Boston ("CSFB") that CSFB was terminating its engagement to act as
financial advisor to the Company with respect to the sale, merger, consolidation
or other business combination of the Company. CSFB also informed the Company
that the termination was primarily a result of an internal reorganization of
CSFB and does not relate to the Company. The Company has contacted several other
financial advisors, each of whom has expressed strong interest in representing
the Company, and the Company is currently interviewing a number of such
financial advisors and expects to retain one shortly to replace CSFB. The
Company does not anticipate a material delay in the process of exploring the
sale of all or a portion of the Company.
II. Developments in Eaton Aeropace LLC v. SL Montevideo Technology Inc.
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As disclosed in the Company's Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission, the Company's subsidiary, SL Montevideo Technology Inc. ("SL-MTI"),
is currently defending a cause of action, brought against it in the fall of 2000
in the federal district court for the western district of Michigan. The lawsuit
was filed by Eaton Aerospace LLC ("Eaton"), alleging breach of contract and
warranty in the defective design and manufacture of a high precision motor. The
complaint seeks compensatory damages of approximately $3,900,000. Both parties
filed, briefed and argued cross-motions for summary judgment. On July 18, 2002,
Eaton's motion for partial summary judgment was granted to the limited extent
that the court found that SL-MTI sold motors to Eaton with an express warranty
and an implied warranty of merchantability and the motion was denied in all
other respects, the court indicating that the nature and extent of those
warranties would have to be decided by the jury at trial. Trial is currently
schedule for August 2002. The Company continues to believe that it has strong
defenses to these claims and intends to defend them vigorously.
III. Developments Regarding Pennsauken Facility.
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On June 12, 2002 the Company and its subsidiary SL Surface
Technologies, Inc. ("Surf Tech"), were served with notice of a class-action
complaint filed in Superior Court of New Jersey for Camden County. The Company
and Surf Tech are currently two of approximately 39 defendants in this action.
The complaint alleges, among other things, that plaintiffs suffered personal
injuries as a result of consuming contaminated water distributed from the
Puchack Wellfield in Pennsauken, New Jersey (which supplies Camden, New Jersey).
This case arises from the same factual circumstances as the current
administrative actions involving the Puchack Wellfield, which involves Surf Tech
and approximately six hundred other defendants, and are described in the
Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed
with the Securities and Exchange Commission. The administrative actions and the
class action lawsuit both allege that Surf Tech and other defendants
contaminated ground water through the disposal of hazardous substances at
industrial facilities in the area. Surf Tech once operated a chrome-plating
facility in Pennsauken (the "Surf Tech Site").
As with the administrative actions, the Company believes it has
significant defenses against the class action plaintiffs' claims and intends to
pursue them vigorously. Technical data generated as part of remedial activities
at the Surf Tech Site have not established offsite migration of contaminants.
Based on this and other technical factors, the Company has been advised by its
outside counsel that it has a strong defense against the claims alleged in the
class action plaintiffs' complaint as well as the administrative actions.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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Exhibit No. Exhibits
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99.1 Press Release of SL Industries,
Inc. dated July 25, 2002.
SIGNATURE
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.
SL INDUSTRIES, INC.
Dated: July 25, 2002 By: /s/ David R. Nuzzo
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David R. Nuzzo
Vice President Finance and
Administration