FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26, 2006
SL Industries, Inc.
(Exact name of registrant as specified in its charter)
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| New Jersey
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1-4987
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21-0682685 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 520 Fellowship Road, Suite A114, Mount Laurel, New Jersey
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08054 |
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| (Address of Principal Executive Offices)
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.01. Completion of Acquisition or Disposition of Assets.
As reported on Form 8-K dated January 26, 2006, SL Industries, Inc. (the “Company”) through a
wholly owned subsidiary, completed a tender offer for Ault Incorporated (“Ault”). The Company
acquired approximately 86.9% of the outstanding common stock of Ault at $2.90 per share. The
Company had previously purchased in the open market approximately 4.8% of the outstanding common
stock of Ault for $567,000. On January 26, 2006, the Company’s wholly-owned subsidiary was merged
with and into Ault. As a result, Ault became a wholly-owned subsidiary of the Company, and the
shares not tendered were converted into the right to receive $2.90 per share in cash, without
interest. The total purchase price for the common stock of Ault was approximately $13,986,000,
which includes the shares already owned by the Company. The Company also paid approximately
$2,079,000, including interest, to acquire all of the outstanding shares of Ault’s preferred stock.
The source of funds for the acquisition was a combination of the Company’s available cash, as well
as borrowings from its Revolving Credit Facility. The purpose of this Form 8-KA is to amend the
Company’s current report on Form 8-K filed with the Securities and Exchange Commission dated
January 26, 2006 to provide the required Audited Financial Statements of Ault and to provide the
required unaudited combined pro forma financials to reflect the acquisition of Ault.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Financial statements of businesses acquired. |
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Audited Consolidated Financial Statements of Ault Incorporated as of and for the
year ended May 29, 2005. |
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(b) |
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Pro Forma Financial Information |
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SL Industries, Inc. Pro Forma Combined Financial Statements (Unaudited). |
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(c) |
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Exhibits |
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The following exhibits are filed with this report |
Description
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23.1 |
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm. |
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99.1 |
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Ault Incorporated Audited Financial Statements for the year ended May 29, 2005. |
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99.2 |
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Unaudited Pro Forma Combined Financial Statements |