form8k05380_10232008.htm
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
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): October 23,
2008
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(Exact
name of registrant as specified in its charter)
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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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(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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(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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material
Definitive Agreement.
On
October 23, 2008, the registrant and certain of its subsidiaries entered into an
Amended and Restated Revolving Credit Facility (the "Amended and
Restated Revolving Credit Facility") with Bank of America, N.A., a national
banking association, individually, as agent, issuer and a lender thereunder, and
the other financial institutions party thereto. The Amended and
Restated Revolving Credit Facility amends and restates the registrant’s
Revolving Credit Agreement, dated August 3, 2005, as amended, among Bank of
America, N.A., the registrant and its subsidiaries party thereto, to provide for
an increase in the facility size and certain other changes.
The
Amended and Restated Revolving Credit Facility provides for maximum borrowings
of up to $60,000,000 and includes a standby and commercial letter of credit
sub-limit of $10,000,000. The Amended and Restated Revolving Credit
Facility is scheduled to expire on October 1, 2011 unless earlier terminated by
the agent thereunder following an event of default. Borrowings under
the Amended and Restated Revolving Credit Facility bear interest, at the
registrant's option, at the British Bankers Association LIBOR rate plus 1.75% to
3.25%, or a base rate, plus a margin rate ranging from 0% to 1.0%, which is the
higher of (i) the Federal Funds rate plus 0.5% or (ii) Bank of America, N.A.'s
publicly announced prime rate. The margin rates are based on certain leverage
ratios, as provided in the facility documents. The registrant is subject to
compliance with certain financial covenants set forth in the Amended and
Restated Revolving Credit Facility, including a maximum ratio of total funded
indebtedness to EBITDA, minimum levels of interest coverage and net worth and
limitation on capital expenditures, as defined.
The
registrant’s and the other borrowers’ obligations under the Amended and Restated
Revolving Credit Facility are secured by the grant of security interests over
substantially all of their respective assets. In addition, certain of
the registrant’s foreign subsidiaries have, subject to certain limitations,
provided guarantees of the borrowers’ obligations under the Amended and Restated
Revolving Credit Facility.
Item
2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
The
disclosure in Item 1.01 above is incorporated herein by reference.
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.
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(Registrant)
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Date: October
29, 2008
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By:
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Name:
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David
R. Nuzzo
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Title:
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Vice
President and Chief Financial
Officer
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