As filed with the Securities and Exchange Commission on October 29, 1996
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BLONDER TONGUE LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1611421
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Jake Brown Road
Old Bridge, New Jersey 08857
(908) 679-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BLONDER TONGUE LABORATORIES, INC. 1994 INCENTIVE STOCK OPTION PLAN
BLONDER TONGUE LABORATORIES, INC. 1995 LONG TERM INCENTIVE PLAN
BLONDER TONGUE LABORATORIES, INC. 1996 DIRECTOR OPTION PLAN
(Full title of each Plan)
James A. Luksch
President and Chief Executive Officer
One Jake Brown Road
Old Bridge, New Jersey 08857
(908) 679-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
Gary P. Scharmett, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
--------------------------
<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered(1) Share price (4) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 128,455 shares $ 2.565 (2) $3,632,607.59 $1,100.80
76,176 shares $ 4.326 (2)
204,500 shares $ 9.63 (2)
48,500 shares $10.59 (2)
56,885 shares $ 8.625 (3)
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(1) Such additional, indeterminable number of shares that may be issuable by
reason of the anti-dilution provisions of the Blonder Tongue Laboratories,
Inc. 1994 Incentive Stock Option Plan, 1995 Long Term Incentive Plan and
the 1996 Director Option Plan (collectively, the "Plans") are hereby
registered.
(2) Pursuant to Rule 457(h)(1), for shares issuable under presently outstanding
options granted under the Plans, the price at which such options may be
exercised has been used to determine the registration fee.
(3) Pursuant to Rule 457(h)(1) and (c), for shares available under the Plans
that have yet to be granted or are not presently subject to outstanding
options, the average of the high and low prices per share of the Common
Stock reported on the American Stock Exchange on October 25, 1996, has been
used to determine the registration fee.
(4) Estimated solely for the purpose of determining the registration fee.
<PAGE>
PROSPECTUS
BLONDER TONGUE LABORATORIES, INC.
132,017 Shares of Common Stock
This Prospectus relates to 132,017 shares of Common Stock, $.001 par
value (the "Common Stock"), of Blonder Tongue Laboratories, Inc. (the "Company")
which will be upon issuance outstanding shares that may be offered by certain
securityholders of the Company (collectively, the "Selling Securityholders").
The Selling Securityholders will have acquired their respective shares of Common
Stock pursuant to either the Company's 1994 Incentive Stock Option Plan, 1995
Long Term Incentive Plan or the 1996 Director Option Plan (collectively, the
"Plans").
No part of the proceeds of this offering will be received by the
Company. The Company will pay all expenses incident to the preparation and
filing of a registration statement under the federal securities laws, and the
registration or qualification under any applicable state securities laws for the
shares of Common Stock offered hereby. The Selling Securityholders may sell the
shares offered hereby from time to time on terms to be determined at the time of
sale, either directly or through agents designated from time to time or dealers
or underwriters designated from time to time. The aggregate proceeds to the
Selling Securityholders from the sale of the shares of Common Stock offered
hereby will be the offering price of the shares sold, less applicable agents'
commissions and underwriters' discounts, if any. See "Plan of Distribution".
SEE "RISK FACTORS" ON PAGES 4-8 HEREIN FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 29, 1996
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OR OFFER TO BUY ANY SECURITIES
OTHER THAN THE COMMON STOCK TO WHICH IT RELATES, AND THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION....................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................3
THE COMPANY..............................................................3
RISK FACTORS.............................................................4
LEGAL PROCEEDINGS........................................................8
USE OF PROCEEDS..........................................................8
SELLING SECURITYHOLDERS..................................................9
PLAN OF DISTRIBUTION.....................................................9
LEGAL MATTERS...........................................................11
EXPERTS ...............................................................11
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, the Company files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company can be inspected at the
Commission's office at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and the Commission's Regional Offices, 7 World Trade Center, New York,
New York 10048, and Citicorp Building, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661, and copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, certain reports, proxy
and informational statements and other information of value to the Company can
be accessed via the Commission's Web Site at the following address:
http://www.sec.gov.
The Common Stock is traded on the American Stock Exchange ("AMEX")
under the symbol "BDR". Reports, proxy statements and other information can be
inspected at the offices of AMEX at 86 Trinity Place, New York, New York 10006.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information heretofore filed by the Company
with the Commission are, as of their respective dates, incorporated into this
Registration Statement by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996;
(c) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996;
(d) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report referred to above; and
(e) the description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (Registration No.33-98070)
originally filed with the Commission on October 12, 1995,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment hereto that indicates that all shares of Common
Stock registered hereby have been sold or that deregisters all such shares then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon
written or oral request of such person, a copy of any or all information that
has been incorporated by reference in this Prospectus, other than exhibits to
such information that are not specifically incorporated by reference into such
information. Requests for information incorporated by reference in this
Prospectus should be made in writing or by telephone to Peter Pugielli, Blonder
Tongue Laboratories, Inc., One Jake Brown Road, Old Bridge, New Jersey 08857,
telephone number (908) 679-4000.
THE COMPANY
The Company is a leading designer, manufacturer and supplier of a
comprehensive line of electronics and systems equipment for the non-franchised
cable television industry, commonly referred to as the private cable industry
("Private Cable"). The Company's products are used in the acquisition,
conversion, distribution and protection of television signals. These products
are sold primarily to customers which provide an array of communications
services, including television, to multiple dwelling units consisting mainly of
apartment complexes and condominiums ("MDU"), to the lodging industry consisting
mainly of hotels, motels and resorts ("Lodging"), and to other facilities such
as schools, hospitals, prisons and marinas. The Company's products are also used
in the franchised cable industry ("CATV") and in surveillance systems. While the
Company does not install systems, it offers a complete television signal
distribution system to its customers by providing a full range of products and
product engineering, design and support. The Company's principal customers are
Private Cable system integrators which design, package, install and in most
instances operate Private Cable systems for MDU and Lodging property owners.
The Company was incorporated in November, 1988, under the laws of the
State of Delaware as a successor to a New Jersey corporation operating under the
same name, which was originally founded by Ben H. Tongue and Isaac S. Blonder in
1950. The Company's principal executive offices are located at One Jake Brown
Road, Old Bridge, New Jersey 08857. Its telephone number is (908) 679-4000.
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RISK FACTORS
In evaluating the Company's business and in making a decision to
purchase Common Stock, prospective investors should carefully consider the
following factors in addition to the other information contained in and
incorporated into this Prospectus before purchasing the Common Stock offered
hereby.
Dependence on Certain Large Customers
Approximately 36%, 42% and 46% of the Company's revenues in fiscal
years 1993, 1994 and 1995, respectively, were derived from sales of products to
the Company's five largest customers. For the first six months of 1996, sales to
the Company's five largest customers accounted for approximately 37% of the
Company's revenues. There can be no assurance that any sales to these customers,
individually or as a group, will reach or exceed historical levels in any future
period. However, the Company anticipates that these customers will continue to
account for a significant portion of the Company's revenues in future periods,
although none of them is obligated to purchase any specified amount of products
(beyond outstanding purchase orders) or to provide the Company with binding
forecasts of product purchases for any future period.
The complement of leading customers may shift as the most efficient and
better financed integrators grow more rapidly than others. The Company believes
that many integrators will grow rapidly, and, as such, the Company's success
will depend in part on the viability of those customers and on the Company's
ability to maintain its position in the overall marketplace by shifting its
emphasis to those customers with the greatest growth and growth prospects. Any
substantial decrease or delay in sales to one or more of the Company's leading
customers, the financial failure of any of these entities, or the Company's
inability to develop solid relationships with the integrators which may replace
the present leading customers, could have a material adverse effect on the
Company's results of operations and financial condition. In 1995, the Company's
then largest customer, ICS Communications, Inc. ("ICS"), accounted for
approximately 18% of the Company's revenues. During 1995 while ICS was in the
process of negotiating a restructuring of its ownership it experienced a
shortage of working capital. This resulted in an increase in the age of its
outstanding accounts with the Company, which in turn gave rise to a substantial
reduction in shipments by the Company to ICS. Sales to ICS accounted for
approximately 2% of the Company's revenues for the first six months of 1996. As
of October 28, 1996, ICS's outstanding account was approximately $770,000 all of
which has been outstanding for more than ninety (90) days. While the Company
believes that this customer will pay its outstanding account, no assurance can
be given in this regard. The Company has established a specific reserve on its
books relating to this account in the amount of $115,000. Notwithstanding the
foregoing, the failure of this customer to pay its outstanding account would
have a material adverse effect upon the Company's results of operations and
financial condition.
Need to Manage Growth
The Company has recently experienced a period of significant growth
which has placed, and could continue to place, a significant strain on the
Company's resources, including its working capital. Cash flow from operations
has been insufficient to finance this growth and the Company has relied upon a
line of credit to supplement cash generated from operations to finance working
capital requirements. The Company's ability to manage growth effectively will
require it to continue to improve and expand its operations, including its
financial and management information systems and its manufacturing operations,
and to recruit and retain executive staff and key employees. There can be no
assurance that the Company's operations will generate sufficient cash flow or
that adequate financing will be available to finance continued growth. The
Company's inability to obtain needed equity or debt financing could have a
material adverse effect on the Company's results of operations and financial
condition. In addition, there can be no assurance that the Company will be able
to continue to improve and expand its operations or to recruit and retain high
quality executives and key employees. The failure to manage growth effectively
would have a material adverse effect on the Company's results of operations and
financial condition.
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Changes in Technologies, Industry Standards and Customers' Needs
The Private Cable industry is characterized by the continuing
advancement of technology, evolving industry standards and changing customer
needs. To be successful, the Company must anticipate the evolution of industry
standards in Private Cable and in the communications industry generally, and
changes in customer needs, through the timely development and introduction of
new products, enhancement of existing products and licensing of new technology
from third parties. Although the Company depends primarily on its own research
and development efforts to develop new products and enhancements to its existing
products, the Company has and may continue to seek licenses for new technology
from third parties when the Company believes that it can obtain such technology
more quickly and/or cost-effectively from such third parties than the Company
could otherwise develop on its own, or when the desired technology has already
been patented by a third party. There can, however, be no assurance that new
technology or such licenses will be available on terms acceptable to the
Company. There can be no assurance that the Company will anticipate the
evolution of industry standards in Private Cable or the communications industry
generally, changes in the market and customer needs, or that technologies and
applications under development by the Company will be successfully developed, or
if they are successfully developed, that they will achieve market acceptance. If
the Company is unable for technological or other reasons to develop and
introduce products and applications or to obtain licenses for new technologies
from third parties in a timely manner in response to changing market conditions
or customer requirements, the Company's results of operations and financial
condition would be materially adversely affected.
Highly Competitive Market Place
All aspects of the Company's business are highly competitive. The
Company competes with national, regional and local manufacturers and
distributors, including companies larger than itself which have substantially
greater resources. Various manufacturers who are suppliers to the Company sell
directly as well as through distributors into the CATV and Private Cable
marketplaces. Because of the convergence of the cable, telecommunications and
computer industries and rapid technological development, new competitors may
seek to enter the principal markets served by the Company. Many of these
potential competitors have significantly greater financial, technical,
manufacturing, marketing, sales and other resources than the Company. The
Company expects that direct and indirect competition will increase in the
future. Additional competition could have a material adverse effect on the
Company's results of operations and financial condition through price
reductions, loss of market share and delays in the timing of customer orders.
Dependence on Key Personnel
The Company's future success depends in large part on the continued
service of its key executives and technical and management personnel, including
James A. Luksch, Chief Executive Officer and President, and Robert J. Palle,
Executive Vice President and Chief Operating Officer. The Company maintains and
is the beneficiary of $1,000,000 of key man life insurance on each of Mr. Luksch
and Mr. Palle. The Company's future success also depends on its ability to
continue to attract and retain highly-skilled engineering, manufacturing,
marketing and managerial personnel. The competition for such personnel is
intense, and the loss of key employees, in particular the principal members of
its management and technical staff, could have a material adverse effect on the
Company's results of operations and financial condition.
Risks of International Operations
Sales to customers outside of the United States represented
approximately 11%, 11% and 9% of the Company's revenues in fiscal years 1993,
1994 and 1995, respectively. For the first six months of 1996, such sales
represented approximately 6.1% of the Company's revenues. Such sales are subject
to certain risks such as changes in foreign government regulations and
telecommunications standards, export license requirements, tariffs and taxes,
other trade barriers, fluctuations in foreign currency exchange rates,
difficulties in staffing and managing foreign operations, and political and
economic instability. Fluctuations in currency exchange rates could cause the
Company's products to become relatively more expensive to customers in a
particular country, leading to a reduction in sales or profitability in that
country. There can be no assurance that sales to customers outside the United
States will reach or exceed historical levels in the future, or that
international markets will continue to develop or that the Company will receive
additional contracts to supply its products for use in
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<PAGE>
systems and equipment in international markets. The Company's results of
operations and financial condition could be materially adversely affected if
international markets do not continue to develop, the Company does not continue
to receive additional contracts to supply its products for use in systems and
equipment in international markets or the Company's international sales are
affected by the other risks of international operations.
Dependence on Private Cable Industry Capital Spending
The Company estimates that approximately 80% of its revenues in fiscal
years 1993, 1994 and 1995 came from worldwide sales of its products for use
primarily in Private Cable systems. Demand for the Company's products depends to
a large extent upon capital spending on Private Cable systems and specifically
by Private Cable operators for constructing, rebuilding, maintaining or
upgrading their systems. Capital spending by Private Cable operators and,
therefore, the Company's sales and profitability, are dependent on a variety of
factors, including access by Private Cable operators to financing, demand for
their cable services, availability of alternative video delivery technologies,
and general economic conditions. There can be no assurance that Private Cable
operators will continue capital spending for constructing, rebuilding,
maintaining, or upgrading their systems. Any substantial decrease or delay in
capital spending by Private Cable operators would have a material adverse effect
on the Company's results of operations and financial condition.
Dependence on Single Manufacturing Facility
The Company operates primarily out of one manufacturing facility in Old
Bridge, New Jersey. While the Company maintains a limited amount of business
interruption insurance, a casualty that results in a lengthy interruption of the
ability to manufacture at that facility would have a material adverse effect on
the Company's results of operations and financial condition.
Dependence on Third Party Suppliers
Currently, the only component that the Company purchases from a sole
supplier for which alternative sources are not available is the VideoCipher(R)
encryption system manufactured by General Instrument Corporation, which is the
standard encryption methodology employed on United States C-Band transponders.
VideoCipher(R) is an essential component of the Company's receiver/decoder
product line. An inability to obtain these components in adequate quantities and
on a timely basis could have a material adverse effect on the Company's results
of operations and financial condition. In addition, results of operations and
financial condition could be materially adversely affected by receipt of a
significant number of defective components, an increase in component prices or
the inability of the Company to obtain lower component prices in response to
competitive pressures on the pricing of the Company's products.
Limited Proprietary Protection
The Company possesses limited patent or registered intellectual
property rights with respect to its technology. The Company relies on a
combination of contractual rights and trade secret laws to protect its
proprietary technology and know-how. There can be no assurance that the Company
will be able to protect its technology and know-how or that third parties will
not be able to develop similar technology independently. Therefore, existing and
potential competitors may be able to develop similar products which compete with
the Company's products. Such competition could adversely affect the prices for
the Company's products or the Company's market share and could have a material
adverse effect upon the Company's results of operations and financial condition.
Risk of Patent Infringement Claims
While the Company does not believe that its products (including
products and technologies licensed from others) infringe the proprietary rights
of any third parties, on October 18, 1996, the Company was served with a
complaint alleging patent infringement by Scientific-Atlanta, Inc.
("Scientific"), relating to the Company's VideoMask(TM) interdiction product.
See "Legal Proceedings". While the Company is not aware of any other existing or
threatened patent infringement claim asserted against it, there can be no
assurance that other infringement or invalidity claims (or claims for
indemnification resulting from infringement claims)
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will not be asserted against the Company or its customers. Although the outcome
of any litigation cannot be predicted with certainty, the Company believes the
complaint filed by Scientific is without merit and that the ultimate disposition
in this matter will not have a material effect on the Company's business.
Regardless of the validity or the successful assertion of the claims set forth
in the Scientific complaint or infringement claims made by others, the Company
could incur significant costs and diversion of resources with respect to the
defense thereof which could have a material adverse effect on the Company's
financial condition and results of operations. Damages for violation of third
party proprietary rights could be substantial, in some instances are trebled,
and could have a material adverse effect on the Company's financial condition
and results of operation. If the Company is unsuccessful in defending the
lawsuit filed by Scientific or any other claims or actions are asserted against
the Company or its customers, the Company may seek to obtain a license under a
third party's intellectual property rights. There can be no assurance, however,
that under such circumstances, a license would be available under reasonable
terms or at all. The failure to obtain a license to a third party's intellectual
property rights on commercially reasonable terms could have a material adverse
effect on the Company's results of operations and financial condition.
Environmental Regulations
The Company is subject to a variety of federal, state and local
governmental regulations related to the storage, use, discharge and disposal of
toxic, volatile or otherwise hazardous chemicals used in its manufacturing
processes. The Company does not anticipate material capital expenditures during
the remainder of its current fiscal year or during 1997, for compliance with
federal, state and local environmental laws and regulations. There can be no
assurance, however, that changes in environmental regulations will not result in
the need for additional capital expenditures or otherwise impose additional
financial burdens on the Company. Further, such regulations could restrict the
Company's ability to expand its operations. Any failure by the Company to obtain
required permits for, control the use of, or adequately restrict the discharge
of, hazardous substances under present or future regulations could subject the
Company to substantial liability or could cause its manufacturing operations to
be suspended. Such liability or suspension of manufacturing operations could
have a material adverse effect on the Company's results of operations and
financial condition.
Control of the Company by Principal Stockholders, Officers and Directors
The Company's principal stockholders, officers, and directors
beneficially own approximately 70% of the outstanding shares of the Company's
Common Stock. As a result, such persons, acting together, would have the ability
to control all matters requiring stockholder approval. The concentration of
ownership could have the effect of discouraging offers to acquire the Company or
otherwise inhibiting a change in control of the Company, and as a result, may
deprive stockholders of an opportunity to sell their stock at higher prices.
Potential Issuance of Preferred Stock and other Anti-Takeover Measures
The Board of Directors has the authority to issue up to 5,000,000
shares of undesignated Preferred Stock, to determine the powers, preferences and
rights and the qualifications, limitations or restrictions granted to or imposed
upon any unissued series of undesignated Preferred Stock and to fix the number
of shares constituting any series and the designation of such series, without
any further vote or action by the Company's stockholders. The Preferred Stock
could be issued with voting, liquidation, dividend and other rights superior to
the rights of the Common Stock. Furthermore, such Preferred Stock may have other
rights, including economic rights, senior to the Common Stock, and as a result,
the issuance of such stock could have a material adverse effect on the market
value of the Common Stock. In addition, the Company's Restated Certificate of
Incorporation eliminates the right of stockholders to act without a meeting,
does not provide cumulative voting for the election of directors or the right of
stockholders to call special meetings, provides for a classified board of
directors, and imposes various procedural requirements which could make it
difficult for such stockholders to affect certain corporate actions. These
provisions and the Board's ability to issue Preferred Stock may have the effect
of deterring hostile takeovers or offers from third parties to acquire the
Company, preventing stockholders from receiving a premium for their shares of
the Company's Common Stock, or delaying or preventing changes in control or
management of the Company. The Company is also afforded the protection of
Section 203 of the Delaware General Corporation Law, which could delay or
prevent a change in control of the Company, impede a merger, consolidation or
other business combination involving the Company or discourage a potential
acquiror
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from making a tender offer or otherwise attempting to obtain control of the
Company. Any of these provisions which may have the effect of delaying or
preventing a change in control of the Company could have a material adverse
effect on the market value of the Company's Common Stock.
Dividends Unlikely
The Company intends to retain its earnings to finance the growth of its
business and therefore does not intend to pay dividends on its Common Stock in
the foreseeable future.
Potential Volatility of Stock Price
Factors such as announcements of technological innovations or new
products by the Company, its competitors or third parties, quarterly variations
in the Company's actual or anticipated results of operations, and market
conditions for emerging growth stocks or cable industry stocks in general may
cause the market price of the Company's Common Stock to fluctuate significantly.
These broad market fluctuations may adversely affect the market price of the
Company's Common Stock.
Shares Eligible for Future Sale; Possible Adverse Effect on Market Price
Of the 8,166,685 shares of Common Stock outstanding on September 30,
1996, 5,588,531 shares of Common Stock outstanding are "restricted securities"
as that term is defined in Rule 144 under the Securities Act. Such restricted
securities may be sold in the public market only if registered or if the sale
qualifies for an exemption from registration, such as that provided by Rule 144.
Of the 5,588,531 restricted shares, 800,000 are immediately available for sale
and 4,788,531 will become available for sale on December 14, 1996 taking into
account the restrictions imposed under Rule 144 and certain contractual
restrictions imposed upon certain of the holders of restricted shares. The
future sale of restricted securities by one or more of these stockholders could
have an adverse effect on the market price of the Common Stock and the ability
of the Company to raise capital.
LEGAL PROCEEDINGS
On October 18, 1996, the Company was served with a complaint in a
lawsuit filed by Scientific-Atlanta, Inc. in the United States District Court
for the Northern District of Georgia, alleging patent infringement by the
Company's VideoMask(TM) interdiction product. The complaint requests an
unspecified amount of damages and injunctive relief. Although the outcome of any
litigation cannot be predicted with certainty, the Company believes the
complaint is without merit and that the ultimate disposition of this matter will
not have a material effect on the Company's business. See "Risk Factors".
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares
of Common Stock offered hereby. The Selling Securityholders are certain
employees, executive officers and directors of the Company and all net proceeds
from the sale of the shares of Common Stock offered hereby will belong to such
Selling Securityholders. See "Selling Securityholders". Certain of the shares of
Common Stock being offered hereby by the Selling Securityholders, however, will
have been acquired by the Selling Securityholders from the Company upon exercise
of presently outstanding stock options granted by the Company pursuant to the
Plans. The Company will receive the consideration paid to it by such Selling
Securityholders upon the exercise of such stock options by the holders thereof.
The Company intends to use any such proceeds for working capital and general
corporate purposes.
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SELLING SECURITYHOLDERS
The following persons are offering the following number of shares of
Common Stock pursuant to this Prospectus. The table assumes all of the stock
options granted pursuant to the Plans are exercised and all of the shares
offered hereby are sold. In addition, certain unnamed non-affiliates may use
this Prospectus for offers and resales up to the lesser of 1,000 shares or 1% of
the shares issuable under the Plans.
<TABLE>
<CAPTION>
Shares of Common
Total Shares Shares of Stock Owned After
of Common Common Stock Completion of Offering
Name of Selling Securityholder Stock Owned Offered Hereby (percentage of class)
- ------------------------------ ----------- -------------- ---------------------
<S> <C> <C> <C>
James A. Luksch 2,021,706(1) 25,000 1,996,706 (24.68%)
Robert J. Palle, Jr. 1,273,337 23,500 1,249,837 (15.55%)
Peter Pugielli 33,239 27,839 5,400*
Daniel J. Altiere 27,839 27,839 0
Norman A. Westcott 27,839 27,839 0
</TABLE>
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* Less than 1%.
(1) The number of shares owned by Mr. Luksch includes options to purchase
(i) 5,464 shares of Common Stock owned by the 1988 Irrevocable Trust A of
Herbert M. Luksch, the Trustee of which is Mr. Luksch, (ii) 5,464 shares of
Common Stock owned by the 1988 Irrevocable Trust B of Herbert M. Luksch,
the Trustee of which is Mr. Luksch, and (iii) 9 shares of Common Stock
owned by the Estate of Herbert M. Luksch, the executor of which is Mr.
Luksch.
Mr. Luksch is the Chairman of the Board of Directors, President and
Chief Executive Officer of the Company. Mr. Palle is the Executive Vice
President and Chief Operating Officer and a director of the Company. Mr.
Pugielli is the Senior Vice President, Treasurer and Chief Financial Officer of
the Company. Mr. Altiere is the Senior Vice President of the Company. Mr.
Westcott is the Vice President of the Company.
PLAN OF DISTRIBUTION
The 132,017 shares of Common Stock covered by this Prospectus are, or
will be upon issuance, outstanding shares that are being or will be offered by
the Selling Securityholders.
Any distribution of the shares offered by this Prospectus by the
Selling Securityholders, or by their pledgees, donees, transferees or other
successors in interest, may be effected from time to time in one or more of the
following transactions: (a) to underwriters who will acquire shares for their
own account and resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale (any public offering price and any discount or concessions
allowed or reallowed or paid to dealers may be changed from time to time);
(b) through brokers, acting as principal or agent, in transactions (which may
involve block transactions) on the American Stock Exchange or on one or more
exchanges on which the shares are then listed, in special offerings, exchange
distributions pursuant to the rules of the American Stock Exchange or any
applicable exchanges or in the over-the-counter market, or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices; (c) directly or through
brokers or agents in private sales at negotiated prices; or (d) by any other
legally available means.
-9-
<PAGE>
To the extent required, the number of shares of Common Stock to be
sold, the offering price thereof, the name of each Selling Securityholder and
each agent, dealer and underwriter, if any, and any applicable discounts or
commissions concerning a particular offering will be set forth in an
accompanying Prospectus Supplement. In addition, any shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 or Rule 701 under the
Securities Act may be sold pursuant to such rules rather than pursuant to this
Prospectus. The aggregate proceeds to the Selling Securityholders from the
shares of Common Stock offered by the Selling Securityholders hereby will be the
offering price of such shares of Common Stock less applicable commissions or
discounts.
There is no assurance that the Selling Securityholders will sell any of
the shares of Common Stock offered hereby.
In order to comply with the securities laws of certain states or other
jurisdictions, if applicable, the shares of Common Stock will be sold in such
jurisdictions only through registered or licensed brokers or dealers where
required. In addition, in certain states or other jurisdictions the shares of
Common Stock may not be sold unless they have been registered or qualified for
sale under the securities laws of such jurisdictions or any exemption from the
registration and qualification requirements of such laws is available and the
conditions of such exemption are satisfied.
The Selling Securityholders and any broker-dealers, agents or
underwriters that participate with the Selling Securityholders in the
distribution of the shares of Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, in which case any commissions
received by such broker-dealers, agents, or underwriters and any profit on the
resale of the shares of Common Stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act of 1933.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of shares of Common Stock offered hereby may
not simultaneously engage in market making activities for the Common Stock for a
period of two business days prior to the commencement of such distribution. In
addition, each Selling Securityholder and any other person who participates in a
distribution of the shares of Common Stock will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including Rules 10b-2, 10b-6 and 10b-7, which provisions may limit the time of
purchases and sales of Common Stock by the Selling Securityholders. The
applicable provisions of the Exchange Act and the rules and regulations
thereunder may affect the marketability of the shares of Common Stock and the
ability of any person to engage in market making activities for the shares of
Common Stock.
The Company will not receive any proceeds from this offering. The
Company will not pay any fees or expenses of this offering, other than the fees
and expenses incident to the preparation and filing of a Registration Statement
for this offering under federal securities laws and the registration or
qualification under any applicable state securities laws and any exemptions
therefrom. Each of the Selling Securityholders is and will be acting
independently of the other in making decisions on the manner and extent of any
offer, pledge or sale.
-10-
<PAGE>
LEGAL MATTERS
Stradley, Ronon, Stevens & Young, LLP ("SRSY"), legal counsel to the
Company, has offered its opinion upon the legality of the Common Stock. Certain
attorneys at SRSY own an aggregate of 10,950 shares of the Company's Common
Stock and a partner of the firm has an option to purchase 10,000 shares of the
Common Stock at the purchase price of $10.25 per share, which option may be
exercised for a 10-year period ending on July 16, 2006.
EXPERTS
The financial statements and schedule as of December 31, 1994 and
December 31, 1995, and for the years then ended, incorporated by reference in
this Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in accounting and
auditing. The financial statements and schedule for the year ended December 31,
1993 incorporated by reference in this Prospectus have been audited by Bowman &
Company LLP, independent certified public accountants, to the extent and for the
period set forth in their report incorporated herein by reference, and are
incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
-11-
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
As used in this Registration Statement, unless the context otherwise
requires, the terms "Blonder Tongue" and the "Company" mean Blonder Tongue
Laboratories, Inc. and its subsidiaries.
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are hereby incorporated by reference in this Registration
Statement, except as superseded or modified herein:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(c) the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996;
(d) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
covered by the annual report referred to above; and
(e) the description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-98070)
originally filed with the Commission on October 12, 1995, including
any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Stradley, Ronon, Stevens & Young, LLP ("SRSY"), legal counsel to the
Company, has offered its opinion upon the legality of the Common Stock. Certain
attorneys at SRSY own an aggregate of 10,950 shares of the Company's Common
Stock and a partner of the firm has an option to purchase 10,000 shares of the
Common Stock at the purchase price of $10.25 per share, which option may be
exercised for a 10-year period ending on July 16, 2006.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law ("Delaware Law") a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director. Under current
Delaware Law, the liability of a director may not be eliminated or limited
(i) for any breach of the director's
II-1
<PAGE>
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases or (iv) for any transaction from which the director
derives an improper personal benefit. The effect of this provision of the
Company's Certificate of Incorporation is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek nonmonetary relief such as a
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Company's Certificate of Incorporation and Bylaws provide that
the Company shall indemnify its directors, officers, employees and agents to the
fullest extent permitted by law.
In addition, prior to the consummation of this offering, the Company
has entered into agreements (the "Indemnification Agreements") with each of the
directors and certain officers of the Company pursuant to which the Company
agrees to indemnify such director or officer from claims, liabilities, damages,
expenses, losses, costs, penalties or amounts paid in settlement incurred by
such director or officer and arising out of his capacity as a director, officer,
employee and/or agent of the corporation of which he is a director or officer to
the maximum extent provided by applicable law. In addition, such director or
officer shall be entitled to an advance of expenses to the maximum extent
authorized or permitted by Delaware Law to meet the obligations indemnified
against.
To the extent that the Board of Directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company to
indemnify directors and officers, such repeal or limitation may not be effective
as to directors and officers who are currently parties to the Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future officers and directors of the
Company.
The Company has obtained directors' and officers' liability insurance.
There can be no assurance, however, that the Company will be able to maintain
such insurance on reasonable terms. At present there is no pending litigation or
proceeding and the Company is not aware of any threatened litigation or
proceeding, involving any director, officer, employee or agent where
indemnification will be required or permitted under the Company's Certificate of
Incorporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
(a) Exhibits:
4.1 Blonder Tongue Laboratories, Inc. 1994 Incentive Stock
Option Plan.1
4.2 Blonder Tongue Laboratories, Inc. 1995 Long Term Incentive
Plan.2
4.3 Blonder Tongue Laboratories, Inc. 1996 Director Option Plan.3
5.1 Opinion of Counsel as to Legality of Securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Bowman & Company LLP.
24.1 Power of Attorney (included in signature page on
page II-5 herein).
- ----------
(1) Incorporated by reference from Exhibit 10.5 to S-1 Registration Statement
No. 33-98070 originally filed October 12, 1995, as amended.
(2) Incorporated by reference from Exhibit 10.6 to S-1 Registration Statement
No. 33-98070 originally filed October 12, 1995, as amended.
(3) Incorporated by reference from Exhibit 10.7 to S-1 Registration Statement
No. 33-98070 originally filed October 12, 1995, as amended.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-3
(section 239.13 of this chapter), Form S-8 (section 239.16b of this chapter) or
II-3
<PAGE>
Form F-3 (section 239.33 of this chapter), and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant Blonder Tongue Laboratories, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Old Bridge, State of
New Jersey, on October 29, 1996.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ James A. Luksch
------------------------------------------------------
James A. Luksch, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints
James A. Luksch and Robert J. Palle, Jr., jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Name Title Dates
/s/ James A. Luksch Director, President and October 29, 1996
- ------------------------ Chief Executive Officer
James A. Luksch (Principal Executive Officer)
/s/ Peter Pugielli Senior Vice President October 29, 1996
- ------------------------ -- Finance,
Peter Pugiell Treasurer and Chief Financial
Officer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Robert J. Palle, Jr. Director, Executive Vice October 29, 1996
- ------------------------ President and Chief
Robert J. Palle, Jr. Operating Officer
/s/ James H. Williams Director October 29, 1996
- ------------------------
James H. Williams
/s/ James F. Williams Director October 29, 1996
- ------------------------
James F. Williams
/s/ Robert B. Mayer Director October 29, 1996
- ------------------------
Robert B. Mayer
/s/ John E. Dwight Director October 29, 1996
- ------------------------
John E. Dwight
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit # Description Sequential Page Number
--------- ----------- ----------------------
<S> <C> <C>
4.1 Blonder Tongue Laboratories, Inc. 1994 Incentive Incorporated by reference from Exhibit
Stock Option Plan 10.5 to S-1 Registration Statement No.
33-98070 originally filed October 12,
1995, as amended.
4.2 Blonder Tongue Laboratories, Inc. 1995 Long Incorporated by reference from Exhibit
Term Incentive Plan 10.6 to S-1 Registration Statement No.
33-98070 originally filed October 12,
1995, as amended.
4.3 Blonder Tongue Laboratories, Inc. 1996 Director Incorporated by reference from Exhibit
Option Plan 10.7 to S-1 Registration Statement No.
33-98070 originally filed October 12,
1995, as amended.
5.1 Opinion of Counsel as to Legality of Securities Filed on page 19 herein.
Being Registered
23.1 Consent of Counsel Contained in Exhibit 5.1, filed on page
19 herein.
23.2 Consent of BDO Seidman, LLP Filed on page 22 herein.
23.3 Consent of Bowman & Company LLP Filed on page 23 herein.
24.1 Power of Attorney Included in signature page on page 17
herein.
</TABLE>
- ----------
<PAGE>
EXHIBIT 5.1
October 29, 1996
Blonder Tongue Laboratories, Inc.
One Jake Brown Road
Old Bridge, NJ 08857
Attention: James A. Luksch, Chairman, President
and Chief Executive Officer
Re: Registration Statement on Form S-8
----------------------------------
Dear Mr. Luksch:
We have acted as counsel to and for Blonder Tongue Laboratories, Inc.,
a Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of a registration statement
on Form S-8 (the "Registration Statement"), for the purpose of registering under
the Securities Act of 1933, as amended, 514,516 shares (the "Shares") of the
Company's common stock, $.001 par value per share (the "Common Stock"). The
Shares are (i) issuable upon the exercise of certain options (the "Options")
granted or to be granted under the Company's (a) 1994 Incentive Stock Option
Plan (the "1994 Plan"), (b) 1995 Long Term Incentive Plan (the "1995 Plan") and
(c) 1996 Director Option Plan (collectively the "Plans"), and (ii) issuable upon
grants to be made under the 1995 Plan (the "Grants").
<PAGE>
Blonder Tongue Laboratories, Inc.
October 29, 1996
Page 2
In our capacity as counsel, we have been requested to render the
opinions set forth in this letter and, in connection therewith, we have reviewed
the following documents: (i) the Registration Statement, (ii) the Plans,
(iii) Restated Certificate of Incorporation of the Company, certified as true
and correct by the Secretary of State of Delaware, (iv) Bylaws of the Company,
certified as true and correct by the Secretary of the Company, (v) certain
minutes of meetings or unanimous consents of the Board of Directors and
stockholders of the Company, (vi) the form of option agreement executed or to be
executed by the Company and each optionee (the "Option Agreement") and (vii) a
certificate of the Secretary of the Company.
In rendering this opinion, we have assumed and relied upon, without
independent investigation, (i) the authenticity, completeness, truth and due
authorization and execution of all documents submitted to us as originals,
(ii) the genuineness of all signatures on all documents submitted to us as
originals, and (iii) the conformity to the originals of all documents submitted
to us as certified or photostatic copies.
The law covered by the opinion expressed herein is limited to (a) the
Federal statutes, judicial decisions and rules and regulations of the
governmental agencies of the United States of America and (b) the Delaware
General Corporation Law, as amended.
This opinion letter is given only with respect to laws and regulations
presently in effect. We assume no obligation to advise you of any changes in law
or regulation which may hereafter occur, whether the same are retroactively or
prospectively applied, or to update or supplement this letter in any fashion to
reflect any facts or circumstances which hereafter come to our attention.
Based upon, and subject to, the foregoing, we are of the opinion that
the Shares, when issued upon proper exercise of the Options and payment of the
consideration set forth in the Option Agreement or upon proper Grants pursuant
to and in accordance with the Plans, will be validly issued, fully paid and
nonassessable.
<PAGE>
Blonder Tongue Laboratories, Inc.
October 29, 1996
Page 3
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and we further consent to the reference to our firm under
the caption "Named Experts and Counsel" in the Registration Statement and to any
reference to our firm in the Registration Statement as legal counsel who have
passed upon the legality of the securities offered thereby.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/ Gary P. Scharmett
----------------------------------
Gary P. Scharmett, A Partner
EXHIBIT 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Blonder Tongue Laboratories, Inc.
Old Bridge, New Jersey
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated
February 16, 1996, relating to the consolidated financial statements and
schedule of Blonder Tongue Laboratories, Inc. appearing in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO Seidman, LLP
Woodbridge, New Jersey
October 22, 1996
EXHIBIT 23.3
CONSENT OF BOWMAN & COMPANY LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Blonder Tongue Laboratories, Inc. (the "Company") of our
report dated March 7, 1994 with respect to the financial statements of the
Company as of December 31, 1993 and for the year ended December 31, 1993
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
We also consent to the reference to our firm under the caption
"Experts" in the Registration Statement.
Bowman & Company LLP
Voorhees, New Jersey
October 29, 1996
