sec 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) May 9, 2005
-----------
--------------------
SL INDUSTRIES, INC.
-------------------
(Exact name of registrant as specified in charter)
NEW JERSEY 1-4987 21-0682685
---------- ------ ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
------------------------------------------
On May 9, 2005, the Compensation Committee of the Board of Directors of SL
Industries, Inc. (the "Company") formally adopted the 2005 Bonus Plan (the
"Bonus Plan") to provide incentives to officers and members of management of the
Company and its subsidiaries, including certain of the Company's executive
officers, in the form of cash bonus payments for achieving certain performance
goals established for them. Participants in the Bonus Plan who are executive
officers of the Company include James C. Taylor, Executive Vice President and
Chief Operating Officer of the Company and David R. Nuzzo, Vice President and
Chief Financial Officer of the Company. No other executive officers of the
Company participate in the Bonus Plan.
The Bonus Plan includes two components. The first component is a Short Term
Incentive Plan ("STIP"), and the second component is a Long Term Incentive Plan
("LTIP"). The structure of the Bonus Plan is designed to provide short-term
incentives to participants for achieving annual targets, while also motivating
and rewarding eligible participants for achieving longer term growth goals.
SHORT TERM INCENTIVE PLAN. The Compensation Committee has established two
components for the STIP, a return on invested capital ("ROIC") based component
and a component based on the achievement of pre-determined individual
objectives. Based on the determination of the objectives under the two
components, the maximum percentage of base salary that may be earned by the
participants ranges from 20% to 45%. STIP bonuses earned will be paid annually.
No STIP bonus will be paid if either component is below a predetermined
threshold.
LONG TERM INCENTIVE PLAN. The LTIP component of the Bonus Plan is based on
a combination of the achievement of certain sales targets and ROIC targets over
the three fiscal years beginning in 2005. Based on the determination of these
objectives, the maximum percentage of base salary that may be earned by the
participants ranges from 10% to 55%. LTIP bonuses earned will be paid following
the conclusion of the 2007 fiscal year. A bonus payout under the LTIP will not
occur if either the ROIC or sales component is below 80% of the respective
target.
Under the Bonus Plan, the total maximum percentage of base salary that may
be earned by the Executive Vice President and Chief Operating Officer of the
Company is 100% and the total maximum percentage of base salary that may be
earned by the Vice President and Chief Financial Officer of the Company is 50%.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
---------------------------------------------
On May 10, 2005, SL Industries, Inc., a New Jersey corporation (the
"Company") announced its financial results for the quarter ended March 31, 2005.
A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished pursuant to this Current Report on Form 8-K,
including the exhibit hereto, shall not be considered "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of such section, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933,
as amended, or under 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.
----------------------------------
(c) Exhibits
EXHIBIT NO. EXHIBITS
----------- --------
99.1 Press Release dated May 10, 2005.
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.
SL INDUSTRIES, INC.
-------------------
(Registrant)
Date: May 12, 2005
By: /s/ Glen Kassan
-----------------------------------
Name: Glen Kassan
Title: President