sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SL INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey 21-0682685
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
520 Fellowship Road, Suite A114, Mt. Laurel, N.J. 08054
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this form relates: ________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
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Common Stock, $.20 par value per share American Stock Exchange
Philadelphia Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
In connection with the listing of the common stock, $.20 par value
per share (the "Common Stock"), of SL Industries, Inc., a New Jersey corporation
(the "Company"), on the American Stock Exchange and concurrent withdrawal of the
Common Stock on the New York Stock Exchange, the Company is hereby amending the
Registration Statement on Form 8-A relating to the Common Stock filed with the
Securities and Exchange Commission (the "SEC") on September 10, 1984. The Common
Stock will also continue to be listed on the Philadelphia Stock Exchange.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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As of April 22, 2003, the Company's authorized capital stock
consisted of 25,000,000 shares of Common Stock and 6,000,000 shares of preferred
stock, no par value. As of that date, the Company had 5,907,700 shares of Common
Stock outstanding and no shares of preferred stock outstanding. The following is
a summary of the material terms of the Company's Common Stock. This summary does
not purport to be complete and is qualified in its entirety by reference to the
Company's articles of incorporation, as amended, and by-laws, as amended.
VOTING RIGHTS. Each share of the Company's Common Stock is entitled to one vote
in the election of Directors and other matters. A majority of shares of our
voting stock constitute a quorum at any meeting of shareholders. Holders of
Common Stock are not entitled to cumulative voting rights.
DIVIDENDS. Subject to the preferential rights of any outstanding shares of
preferred stock and the restrictive terms of the Company's credit agreement,
which restricts the payment of dividends, dividends may be paid to holders of
Common Stock as may be declared by the Company's Board of Directors out of funds
legally available for that purpose. The Company does not intend to pay dividends
at the present time or in the near future.
LIQUIDATION. If the Company liquidates, dissolves or winds-up its business,
either voluntarily or not, holders of Common Stock will receive pro rata all
assets remaining after the Company pays its creditors.
MISCELLANEOUS. Holders of Common Stock have no preemptive, subscription,
redemption, or conversion rights.
The transfer agent and registrar for the Common Stock is American
Stock Transfer Company.
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ITEM 2. EXHIBITS.
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Exhibit No. Description
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3.1 Articles of Incorporation. Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 to the Company's report
on Form 10-K for the fiscal year ended December 31, 2000.
3.2 By-Laws. Restated By-Laws. Incorporated by reference to Exhibit
3.2 to the Company's report on Form 10-K for the fiscal year
ended December 31, 2000.
4.1 Form of Specimen Stock Certificate for the registrant's Common
Stock (transmitted herewith).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: April 29, 2003 SL INDUSTRIES, INC.
By: /s/ Warren Lichtenstein
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Name: Warren Lichtenstein
Title: Chairman of the Board