Form 8-K

 

 

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): February 5, 2016

 

 

SL Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-4987   21-0682685

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

520 Fellowship Road, Suite A114, Mount Laurel, New Jersey   08054
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (856) 727-1500

N/A

(Former name or former address, if changed since last report.)

 

 

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 7.01 Regulation FD Disclosure.

On February 9, 2016, SL Industries, Inc. (the “Company”) issued a press release confirming the receipt of a revised non-binding acquisition proposal from Handy & Harman Ltd. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Special Committee of the Company’s Board of Directors, which was authorized, among other things, to evaluate the initial Handy & Harman proposal, will review and consider the revised proposal carefully in due course, consistent with its fiduciary duties to act in the best interest of stockholders.

The information contained herein, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any future filings by the Company under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit 99.1    Press release dated February 9, 2016.


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 thereunto duly authorized.

 

Dated: February 9, 2016   SL Industries, Inc.
  By:  

/s/ Louis J. Belardi

    Name:   Louis J. Belardi
    Title:   Chief Financial Officer