0000921895-16-004782.txt : 20160601
0000921895-16-004782.hdr.sgml : 20160601
20160601175518
ACCESSION NUMBER: 0000921895-16-004782
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160531
FILED AS OF DATE: 20160601
DATE AS OF CHANGE: 20160601
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SL INDUSTRIES INC
CENTRAL INDEX KEY: 0000089270
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679]
IRS NUMBER: 210682685
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 520 FELLOWSHIP ROAD
STREET 2: SUITE A114
CITY: MT LAUREL
STATE: NJ
ZIP: 08054
BUSINESS PHONE: 8567271500
MAIL ADDRESS:
STREET 1: 520 FELLOWSHIP ROAD
STREET 2: SUITE A114
CITY: MT LAUREL
STATE: NJ
ZIP: 08054
FORMER COMPANY:
FORMER CONFORMED NAME: SGL INDUSTRIES INC
DATE OF NAME CHANGE: 19841008
FORMER COMPANY:
FORMER CONFORMED NAME: GL INDUSTRIES INC
DATE OF NAME CHANGE: 19710111
FORMER COMPANY:
FORMER CONFORMED NAME: GL ELECTRONICS CO INC
DATE OF NAME CHANGE: 19670928
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Belardi Louis J
CENTRAL INDEX KEY: 0001500333
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04987
FILM NUMBER: 161690340
MAIL ADDRESS:
STREET 1: 520 FELLOWSHIP ROAD
STREET 2: SUITE A114
CITY: MT. LAUREL
STATE: NJ
ZIP: 08054
4
1
form405380003a_06012016.xml
OWNERSHIP DOCUMENT
X0306
4
2016-05-31
0
0000089270
SL INDUSTRIES INC
SLI
0001500333
Belardi Louis J
520 FELLOWSHIP ROAD
SUITE A114
MT. LAUREL
NJ
08054
0
1
0
0
CFO, Secretary and Treasurer
Common Stock
2016-05-31
4
U
0
1998
40
D
0
D
Restricted Stock Units
2016-06-01
4
D
0
3053
D
Common Stock
3053
0
D
Restricted Stock Units
2016-06-01
4
D
0
2129
D
Common Stock
2129
0
D
Restricted Stock Units
2016-06-01
4
D
0
2273
D
Common Stock
2273
0
D
Stock Option (Right to Buy)
12.50
2016-06-01
4
D
0
6003
27.50
D
2017-08-29
Common Stock
6003
0
D
Stock Option (Right to Buy)
26.24
2016-06-01
4
D
0
21000
13.76
D
2019-03-02
Common Stock
21000
0
D
Price reflects aggregate per share consideration paid pursuant to the tender offer contemplated under the Agreement and Plan of Merger dated April 6, 2016 (the "Merger Agreement"), by and among Handy & Harman Ltd., Handy & Harman Group Ltd., SLI Acquisition Co., and SL Industries, Inc. (the "Company").
Each restricted stock unit ("RSU") represents a right to receive, at settlement, one share of common stock of Company.
The RSUs provided for vesting on March 15, 2017, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $122,120, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (3,053 shares) and (ii) $40.00 per share (the "Merger Consideration Amount"), with such cash payment subject to any required withholding of taxes.
The RSUs provide for vesting on March 15, 2018, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $85,160, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (2,129 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes.
The RSUs provide for vesting on March 15, 2019, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $90,920, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (2,273 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes.
Pursuant to the Merger Agreement, this fully vested option was cancelled in exchange for a cash payment of $165,082.50, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($27.50 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (6,003 shares), with such payment subject to any required withholding of taxes.
This option provided for vesting in two equal annual installments beginning on March 3, 2016. Pursuant to the Merger Agreement, this option was fully vested and was cancelled in exchange for a cash payment of $288,960, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($13.76 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (21,000 shares), with such payment subject to any required withholding of taxes.
/s/ Louis Belardi
2016-06-01