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