sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 13)1
SL INDUSTRIES, INC.
-------------------
(Name of Issuer)
COMMON STOCK, $.20 PAR VALUE
----------------------------
(Title of Class of Securities)
784413106
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2005
---------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17 Pages)
--------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
--------------------- -----------------------
CUSIP No. 784413106 13D Page 2 of 17 pages
--------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,430,050
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,430,050
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,430,050
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------- -----------------------
CUSIP No. 784413106 13D Page 3 of 17 pages
--------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,430,050
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,430,050
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,430,050
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------- -----------------------
CUSIP No. 784413106 13D Page 4 of 17 pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,440,350
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,440,350
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,440,350
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 784413106 13D Page 5 of 17 pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GLEN KASSAN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------- -----------------------
CUSIP No. 784413106 13D Page 6 of 17 pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES R. HENDERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 20,824
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
20,824
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,824
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------- -----------------------
CUSIP No. 784413106 13D Page 7 of 17 pages
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The following constitutes Amendment No. 13 ("Amendment No. 13") to the
Schedule 13D filed by the undersigned. This Amendment No. 13 amends the Schedule
13D as specifically set forth.
Item 3(a) is hereby amended and restated as follows:
(a) The aggregate purchase price of the 1,430,050 Shares of Common
Stock owned by Steel Partners II is $10,442,745, including brokerage
commissions. The Shares of Common Stock owned by Steel Partners II were acquired
with partnership funds. The aggregate purchase price of the 10,300 Shares of
Common Stock purchased by Mr. Lichtenstein is approximately $37,509 and came
from his personal funds.
Item 4 is hereby amended to add the following:
On April 5, 2005, Steel Partners II entered into a purchase trading
plan agreement (the "Purchase Trading Plan Agreement") with Mutual Securities,
Inc., a registered broker-dealer ("Mutual Securities"), for the purpose of
establishing a trading plan to effect purchases of Shares of the Issuer in
compliance with all applicable laws, including, without limitation, Section
10(b) of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, including, but not limited to, Rule 10b5-1.
Item 5(a) - (b) is hereby amended and restated as follows:
(a)-(b) The aggregate percentage of Shares of Common Stock reported
owned by each person named herein is based upon 5,486,597 Shares outstanding,
which is the total number of Shares of Common Stock outstanding as reported in
the Issuer's Annual Report on Form 10-K for the year ended December 31, 2004.
As of the close of business on April 7, 2005, Steel Partners II
beneficially owned 1,430,050 Shares of Common Stock, constituting approximately
26.1% of the Shares outstanding. As the general partner of Steel Partners II,
Partners LLC may be deemed to beneficially own the 1,430,050 Shares of Common
Stock owned by Steel Partners II, constituting approximately 26.1% of the Shares
outstanding. As the sole executive officer and managing member of Partners LLC,
which in turn is the general partner of Steel Partners II, Mr. Lichtenstein may
be deemed to beneficially own the 1,430,050 Shares of Common Stock owned by
Steel Partners II, which, together with the 10,300 Shares of Common Stock owned
directly by Mr. Lichtenstein, constitute approximately 26.3% of the Shares
outstanding. Mr. Lichtenstein has sole voting and dispositive power with respect
to the 10,300 Shares owned by him and the 1,430,050 Shares owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.
As of the close of business on April 7, 2005, Mr. Henderson
beneficially owned 20,824 Shares of Common Stock issuable upon the exercise of
options, constituting less than 1% of the Shares outstanding.
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CUSIP No. 784413106 13D Page 8 of 17 pages
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Mr. Kassan currently does not beneficially own any Shares of Common
Stock.
Item 5(c) is hereby amended to add the following:
Schedule A annexed hereto lists all transactions in the Issuer's
Common Stock during the past sixty days by the Reporting Persons. All of such
transactions were effected in the open market.
Item 6 is hereby amended to add the following:
Effective April 5, 2005, Steel Partners II and Mutual Securities
entered into the Trading Plan Agreement (as defined and described in Item 4). A
copy of the Trading Plan Agreement is attached as an exhibit hereto and
incorporated herein by reference.
Item 7 is hereby amended to add the following exhibit:
9. Purchase Trading Plan Agreement by and between Steel Partners II,
L.P. and Mutual Securities, Inc., dated April 5, 2005.
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CUSIP No. 784413106 13D Page 9 of 17 pages
--------------------- -----------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 7, 2005 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------------------
Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
----------------------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
--------------------------------------------
WARREN G. LICHTENSTEIN
/s/ Glen Kassan
--------------------------------------------
GLEN KASSAN
/s/ James R. Henderson
--------------------------------------------
JAMES R. HENDERSON
--------------------- -----------------------
CUSIP No. 784413106 13D Page 10 of 17 pages
--------------------- -----------------------
SCHEDULE A
Transactions in the Shares During the Past 60 Days
--------------------------------------------------
Shares of Common Stock Price Per Date of
Purchased Share ($) Purchase
--------- --------- --------
STEEL PARTNERS II, L.P.
-----------------------
3,100 13.9923 03/31/05
2,000 14.0000 04/01/05
14.200 13.9495 04/04/05
7,800 13.9611 04/05/05
STEEL PARTNERS, L.L.C.
----------------------
None
WARREN G. LICHTENSTEIN
----------------------
None
GLEN KASSAN
-----------
None
JAMES R. HENDERSON
------------------
None
--------------------- -----------------------
CUSIP No. 784413106 13D Page 11 of 17 pages
--------------------- -----------------------
EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement by and among Steel Partners II, --
L.P. and Warren G. Lichtenstein dated as of June 20,
1997 (previously filed).
2. Joint Filing Agreement by and among Steel Partners II, --
L.P., Warren G. Lichtenstein, Newcastle Partners, L.P.,
Mark E. Schwarz, Glen Kassan, James R. Henderson and
Steven Wolosky dated as of February 15, 2001
(previously filed).
3. Director Nomination Letter from Steel Partners II, L.P. --
to SL Industries, Inc. dated February 15, 2001
(previously filed).
4. Letter from The SL Full Value Committee to Owen Farren --
dated February 16, 2001 (previously filed).
5. Director Nomination Letter from Steel Partners II, L.P. --
to SL Industries, Inc. dated November 13, 2001
(previously filed).
6. Preliminary Proxy Statement of The RORID Committee --
dated November 20, 2001 (previously filed).
7. Letter from Steel Partners II, L.P. to SL Industries, --
Inc. dated November 21, 2001 (previously filed).
8. Joint Filing Agreement by and among Steel Partners II, --
L.P., Steel Partners, L.L.C., Warren G. Lichtenstein,
Glen Kassan and James R. Henderson, dated as of
September 5, 2003 (previously filed).
9. Purchase Trading Plan Agreement by and between Steel 12 to 17
Partners II, L.P. and Mutual Securities, Inc., dated
April 5, 2005.
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CUSIP No. 784413106 13D Page 12 of 17 pages
--------------------- -----------------------
PURCHASE TRADING PLAN AGREEMENT
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (the
"Purchaser") desires to purchase, from time to time, certain shares (the
"Shares") of Common Stock, par value $.20 per share (the "Common Stock"), of SL
Industries, Inc. a New Jersey corporation (the "Company").
WHEREAS, Warren Lichtenstein, the managing member of the general partner of the
Purchaser is Chairman of the Board of the Company and therefore, he may become
aware of material nonpublic information about the Company, although on the date
hereof he is not in possession of material nonpublic information about the
Company.
WHEREAS, the Purchaser desires to enter into this agreement for the purpose of
establishing a trading plan to make purchases of Shares of Common Stock in
compliance with all applicable laws, including, but not limited to, Section
10(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
the rules and regulations promulgated thereunder, including, but not limited to,
Rule 10b5-1. References herein to this "Agreement" refer to this agreement and
specifically include the trading plan described herein.
NOW, IT IS AGREED, as of this 5th day of April, 2005 by the Purchaser and Mutual
Securities, Inc. (the "Broker") as follows:
SECTION 1. TERMS OF PURCHASE.
(a) The Purchaser desires that the Broker effect purchases of the Shares on its
behalf in accordance with trading requirements adopted by the Purchaser and
to be delivered in writing to the Broker by separate letter (the "Initial
Trading Instructions"). The trading requirements adopted by the Purchaser
are referred to herein as the "Program Period."
(b) In furtherance of Section 1(a) hereof, the Purchaser directs the Broker to
purchase, in customary brokerage transactions, the Shares, for the
Purchaser's account or accounts, in the Broker's sole discretion as to
execution and timing, subject to the condition that as of the time of any
purchase of Shares, any individual employee of the Broker making the
Broker's investment decisions on behalf of the Purchaser shall not be in
possession of or aware of material nonpublic information relating to the
Company's business, operations or prospects or the value of the Common
Stock ("Material Nonpublic Information").
(c) Notwithstanding the foregoing, the Broker shall not purchase Shares at any
time when the Broker, in its sole discretion, shall have determined that
such purchase would violate applicable law, including, without limitation,
Section 10(b) of the 1934 Act and the rules and regulations promulgated
thereunder and Section 5 of the Securities Act of 1933, as amended (the
"1933 Act").
(d) The Purchaser agrees that, during the Program Period, it shall not exercise
any subsequent influence over how, when or whether to effect purchases of
--------------------- -----------------------
CUSIP No. 784413106 13D Page 13 of 17 pages
--------------------- -----------------------
the Shares, except that the Purchaser may amend this Agreement as set forth
in Section 3 hereof. Each of the Purchaser and the Broker agree that it
will not discuss with the other the Company's business, operations or
prospects or any other information likely to be related to the value of the
Shares or likely to influence a decision to purchase the Shares.
Notwithstanding the preceding sentence, with the approval of counsel to the
Broker, the Purchaser may communicate with Broker personnel who are not
responsible for, and have no ability to influence, the execution of the
trading plan set forth in this Agreement.
SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Purchaser represents, warrants and covenants to the Broker as follows:
(i) The Purchaser is not, as of the date hereof, aware of or in
possession of Material Nonpublic Information.
(ii) During the term of this Agreement, the Purchaser will not engage,
and will not cause others to engage on behalf of the Purchaser, in
any transactions (other than (y) purchases of Shares pursuant to
this Agreement, or (z) exercises of stock options issued pursuant to
the Company's stock option plans; provided that the Purchaser
complies with Rule 16b-3 under the 1934 Act in connection with any
such exercise and the related securities) involving any security
into which the Common Stock is convertible or any other related
security or derivative, including, without limitation, corresponding
or hedging transactions with respect to the Common Stock. The
Purchaser also agrees not to enter into any binding contract with
respect to any transactions described in the preceding sentence.
(iii) The Purchaser will at all times, in connection with the performance
of this Agreement, comply with all applicable laws, including,
without limitation, Section 16 of the 1934 Act and the rules and
regulations promulgated thereunder.
(iv) The Purchaser agrees to provide such additional information and to
execute such additional documents or instruments as may be
reasonably requested by the Company or the Broker in connection with
the performance of this Agreement and to confirm compliance with
applicable law.
(v) The Company's General Counsel (or his/her designee) has approved
this Agreement.
(vi) This Agreement constitutes the legal, valid and binding obligation
of the Purchaser enforceable against the Purchaser in accordance
with its terms, except as the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and other laws affecting the enforceability
of creditors' rights and general principles of equity, and as rights
to indemnity hereunder may be limited by applicable law. The Shares
--------------------- -----------------------
CUSIP No. 784413106 13D Page 14 of 17 pages
--------------------- -----------------------
are not subject to any liens, security interests or other
impediments to transfer, nor is there any litigation, arbitration or
other proceeding pending, or to the Purchaser's knowledge
threatened, that would prevent or interfere with the purchase of the
Shares under this Agreement.
(b) The Broker represents, warrants and covenants to the Purchaser as follows:
(i) The Broker has implemented reasonable policies and procedures,
taking into consideration the nature of the Broker's business, to
ensure that individuals making investment decisions will not violate
the laws prohibiting trading on the basis of Material Nonpublic
Information. These policies and procedures include those that
restrict any purchase or sale, or causing any purchase or sale, of
any security as to which the Broker has Material Nonpublic
Information, as well as those that prevent such individuals from
becoming aware of or in possession of such Material Nonpublic
Information.
(ii) In connection with all purchases of Shares, the Broker shall deliver
to the Purchaser and the Company by facsimile or electronic mail, no
later than the close of business on the date such transaction is
effected, all information necessary (to the extent that the Broker
possesses such information) for the Purchaser and/or the Company to
make all required Form 4 and 5 filings, as required by Section 16(a)
of the 1934 Act with regard to purchases made pursuant to this
Agreement. The information shall be delivered to David Nuzzo at the
Company by facsimile at (856) 727-1683 or by electronic mail at
dnuzzo@slindustries.com, with a copy to the Company's outside legal
counsel, Adam Finerman, by facsimile at (212) 451-2222 or by
electronic mail at afinerman@olshanlaw.com, or such other facsimile
number or electronic mail address designated in writing by the
Company.
(iii) This Agreement constitutes the legal, valid and binding obligation
of the Broker enforceable against the Broker in accordance with its
terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and other laws affecting the enforceability
of creditors' rights and general principles of equity, and as rights
to indemnity hereunder may be limited by applicable law.
SECTION 3. AMENDMENTS. This Agreement (including the Initial Trading
Instructions) may not be amended by the parties hereto, except as follows: The
parties hereto may amend the provisions of this Agreement (including the Initial
Trading Instructions) upon notice to the Company; provided that at the time of
such amendment, the Purchaser was not in possession of or aware of Material
Nonpublic Information and only upon the written consent of the Company's General
Counsel (or his/her designee). Any modification by the Purchaser will be made in
good faith and not as part of a scheme to evade the prohibitions of Rule 10b5-1.
The amended Agreement or Initial Trading Instructions, as the case may be, shall
not take effect until 90 days after the amendment is adopted. During the 90 day
period between the adoption date of the amendment and the effective date of the
--------------------- -----------------------
CUSIP No. 784413106 13D Page 15 of 17 pages
--------------------- -----------------------
amendments, the unmodified Agreement or Initial Trading Instructions, as the
case may be, will remain in effect.
Section 4. Termination. This Agreement shall terminate upon the earlier to occur
of the following:
(a) The close of business on April 5, 2006; or
(b) The Broker purchases the maximum number of Shares allowable under
the Initial Trading Instructions, as may be amended as provided in
Section 3 hereof; or
(c) The Agreement is terminated by either party immediately upon receipt
of written notice to the other party; provided, however, that with
respect to any termination by the Purchaser pursuant to this Section
4(c) at the time of such termination, the Purchaser was not in
possession of or aware of Material Nonpublic Information and such
termination was made in good faith and not as part of a scheme to
evade the prohibitions of Rule 10b5-1; or
(d) Any purchase effected pursuant to this Agreement that violates (or
in the opinion of counsel to the Company or the Broker is likely to
violate) Section 16 of the 1934 Act, any other provision of the
Federal securities laws or regulations adopted by the U.S.
Securities and Exchange Commission thereunder, or any other
applicable Federal or State law or regulation; or
(e) The Purchaser materially breaches its obligations under this
Agreement; or
(f) The Purchaser and/or the Company enter into a contract that prevents
or materially restricts purchases by the Purchaser under this
Agreement; or
If the Agreement is terminated pursuant to this Section 4 and a new purchase
trading plan agreement with respect to purchases of the Purchaser's Common Stock
is entered into with the Broker or any other person, the Purchaser hereby agrees
that the new purchasing trading plan will not take effect until 90 days after
its adoption.
SECTION 5. INDEMNIFICATION AND LIMITATION ON LIABILITY; NO TAX, ACCOUNTING OR
LEGAL ADVICE.
(a) The Purchaser agrees to indemnify and hold harmless the Broker (and
its directors, officers, employees and affiliates) from and against
all claims, liabilities, losses, damages and expenses (including
reasonable attorneys' fees and costs) arising out of or attributable
to: (i) any material breach by the Purchaser of this Agreement
(including the Purchaser's representations and warranties), (ii) any
violation by the Purchaser of applicable laws or regulations and
(iii) any action taken by the Broker in good faith and without
negligence pursuant to this Agreement. This indemnification will
--------------------- -----------------------
CUSIP No. 784413106 13D Page 16 of 17 pages
--------------------- -----------------------
survive the termination of this Agreement.
(b) Notwithstanding any other provision herein, the Broker will not be
liable to the Purchaser for: (i) special, indirect, punitive,
exemplary, or consequential damages, or incidental losses or damages
of any kind, including but not limited to lost profits, lost
savings, and loss of use of facility or equipment, regardless of
whether arising from breach of contract, warranty, tort, strict
liability or otherwise, and even if advised of the possibility of
such losses or damages or if such losses or damages could have been
reasonably foreseen, or (ii) any failure to perform or for any delay
in performance that results from a cause or circumstance that is
beyond its reasonable control, including but not limited to failure
of electronic or mechanical equipment, strikes, failure of common
carrier or utility systems, severe weather, market disruptions or
other causes commonly known as "acts of God."
(c) The Purchaser acknowledges and agrees that the Broker has not
provided the Purchaser with any tax, accounting or legal advice with
respect to this Agreement.
SECTION 6. GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York, without regard to such
State's conflict of laws rules.
SECTION 7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes any previous or contemporaneous agreements, understandings, proposals
or promises with respect thereto, whether written or oral.
SECTION 8. ASSIGNMENT. This Agreement and each party's rights and obligations
hereunder may not be assigned or delegated without the written permission of the
other party and shall inure to the benefit of each party's successors and
permitted assigns, whether by merger, consolidation or otherwise.
[The remainder of this page intentionally left blank]
--------------------- -----------------------
CUSIP No. 784413106 13D Page 17 of 17 pages
--------------------- -----------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.
STEEL PARTNERS II, L.P.
By: STEEL PARTNERS, L.L.C.
its General Partner
By: /s/ Warren G. Lichtenstein
--------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
MUTUAL SECURITIES, INC.
By: /s/ Ryan Sabol
-----------------------------
Name: Ryan Sabol
Title: Executive Vice President