SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Blonder Tongue Laboratories, Inc.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/x/ No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
--------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, New Jersey 08857
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 24, 1997
----------
To the Stockholders of Blonder Tongue Laboratories, Inc.:
The Annual Meeting of Stockholders of Blonder Tongue Laboratories, Inc.
(the "Company") will be held at the Brunswick Hilton & Towers, Three Tower
Center, East Brunswick, New Jersey 08816, on April 24, 1997, at 10:00 a.m.,
local time, for the following purposes:
1. To elect two directors in Class II to serve until the 2000
Annual Meeting of Stockholders or until their successors have
been elected and qualified;
2. To approve an amendment of the Blonder Tongue Laboratories,
Inc. 1995 Long Term Incentive Plan to increase the number of
shares which may be issued pursuant to options or restricted
stock awards granted thereunder from 250,000 to 500,000;
3. To ratify the appointment of BDO Seidman, LLP, certified
public accountants, as the Company's independent auditors for
the year ending December 31, 1997; and
4. To transact such other business as may properly come before
the meeting or any adjournments thereof. In their discretion,
the Proxies are authorized to vote upon such other business as
may properly come before the Annual Meeting or any
adjournments thereof.
A Proxy, if properly executed and received in time for the voting, will
be voted in the manner directed therein. If no direction is made, such Proxy
will be voted FOR all proposals therein.
The Board of Directors has fixed the close of business on March 24,
1997, as the record date for determining stockholders entitled to notice of the
meeting and to vote at such meeting or any adjournments thereof, and only
stockholders of record at the close of business on March 24, 1997, are entitled
to notice of and to vote at such meeting or any adjournments thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, you are urged to complete, date and sign the enclosed proxy and
return it promptly. If you receive more than one form of proxy, it is an
indication that your shares are registered in more than one account, and each
such proxy must be completed and returned if you wish to vote all of your shares
eligible to be voted at the meeting.
By Order of the Board of Directors
Robert J. Palle, Jr., Executive Vice President
and Secretary
April 1, 1997
----------
PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND DESIRE TO
VOTE IN PERSON AT THE MEETING, YOUR PROXY WILL BE RETURNED TO YOU UPON WRITTEN
NOTICE TO THE SECRETARY OF THE COMPANY REVOKING YOUR PROXY.
<PAGE>
BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, New Jersey 08857
PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 24, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Blonder Tongue Laboratories,
Inc., a Delaware corporation (the "Company"), to be voted at the Annual Meeting
of Stockholders of the Company (the "Annual Meeting") to be held at the
Brunswick Hilton & Towers, Three Tower Center, East Brunswick, New Jersey 08816
on April 24, 1997, at 10:00 a.m., local time, and at any adjournment or
adjournments thereof.
All proxies delivered pursuant to this solicitation are revocable at
any time before they are exercised by written notice to the Secretary of the
Company, or by delivering a later dated proxy. Attendance at the Annual Meeting
will not, without delivery of the written notice described in the immediately
preceding sentence, constitute revocation of a proxy. The mailing address of the
principal executive offices of the Company is One Jake Brown Road, Old Bridge,
New Jersey 08857. The Company's telephone number is (908) 679-4000. This Proxy
Statement and the enclosed form of proxy will be mailed to each stockholder on
or about April 1, 1997, together with the Annual Report on Form 10-K for the
year ended December 31, 1996.
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. Regarding the election of Directors to serve until the 2000
Annual Meeting of Stockholders, in voting by proxy, stockholders may vote in
favor of all nominees or withhold their votes as to all nominees or withhold
their votes as to specific nominees. With respect to the other proposals to be
voted upon, stockholders may vote in favor of a proposal, against a proposal or
may abstain from voting. Stockholders should specify their choices on the
enclosed form of proxy. If no specific instructions are given with respect to
the matters to be acted upon, the shares represented by a signed proxy will be
voted FOR the election of all nominees, FOR the proposal to amend the 1995 Long
Term Incentive Plan, by increasing the number of shares of Common Stock
available for awards thereunder and by making certain other revisions thereto,
and FOR the proposal to ratify the appointment of BDO Seidman, LLP as
independent auditors for the fiscal year ending December 31, 1997. Directors
will be elected by a plurality of the votes cast by the holders of the shares of
Common Stock voting in person or by proxy at the Annual Meeting. Thus,
abstentions will have no effect on the vote for election of Directors. Approval
of any other matters to come before the Annual Meeting will require the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company present in person or by proxy at the Annual Meeting. Broker
non-votes, which occur when a broker or other nominee holding shares for a
beneficial owner does not vote on a proposal because the beneficial owner has
not checked one of the boxes on the proxy card, are not considered to be shares
"entitled to vote" (other than for quorum purposes), will not be included in
vote totals and will have no effect on the outcome of any matters to be voted
upon at the Annual Meeting.
Management is not aware at the date hereof of any matter to be
presented at the Annual Meeting other than the election of directors and the
other proposals described in the attached Notice of Annual Meeting of
Stockholders. If any other matter is properly presented, the persons named in
the proxy will vote thereon according to their best judgement.
The expense of soliciting proxies for the Annual Meeting, including the
cost of preparing, assembling and mailing the notice, proxy and Proxy Statement,
will be paid by the Company. The solicitation will be made by use of the mails,
through brokers and banking institutions, and by officers and regular employees
of the Company. Proxies may be solicited by personal interview, mail, telephone
or facsimile transmission.
<PAGE>
Only owners of record of shares of the common stock, $.001 par value
per share, of the Company ("Common Stock") at the close of business on March 24,
1997, are entitled to notice of and to vote at the Annual Meeting or any
adjournments or postponements thereof. Each owner of record on the record date
is entitled to one vote for each share of Common Stock of the Company so held.
There is no cumulative voting. On March 19, 1997, there were 8,211,608 shares of
Common Stock issued, outstanding and entitled to vote.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides that the Board
shall consist of between five and eleven members, as determined from time to
time by the Board, divided into three classes as nearly equal in number as
possible. The size of the Board has currently been set at six. The term of Class
I directors expires at the 1999 Annual Meeting, the initial term of Class II
directors expires at the 1997 Annual Meeting and the initial term of Class III
directors expires at the 1998 Annual Meeting. Thereafter, the successors to each
class of directors whose terms expire at succeeding Annual Meetings, will be
elected to hold office for a term expiring at the Annual Meeting of Stockholders
held in the third year following the year of their election.
The directors whose terms will expire at the 1997 Annual Meeting of
Stockholders are Robert J. Palle, Jr. and James H. Williams, both of whom have
been nominated by the Board to stand for reelection as Directors at the 1997
Annual Meeting of Stockholders, to hold office until the 2000 Annual Meeting of
Stockholders and until their successors are elected and qualified. Messrs. Palle
and Williams have consented to serve for the new terms, if elected.
Recommendation of the Board of Directors Concerning the Election of Directors
The Board of Directors of the Company recommends a vote FOR Robert J.
Palle, Jr. and James H. Williams as Class II Directors to hold office until the
2000 Annual Meeting of Stockholders and until their successors are elected and
qualified. Proxies received by the Board of Directors will be so voted unless
stockholders specify in their proxy a contrary choice.
DIRECTORS AND EXECUTIVE OFFICERS
Nominee and Continuing Directors
The following table sets forth the names and certain information about
each of the nominees for election as a director of the Company and the
continuing directors of the Company:
<TABLE>
<CAPTION>
Name Director
---- Age Since
--- -----
<S> <C> <C>
Directors not standing for election this year whose terms expire in 1999 (Class
I Directors):
James A. Luksch(1)................................................................................66 1988
John E. Dwight(2)(3)..............................................................................61 1995
Nominees for three-year term expiring in 2000 (Class II Directors):
Robert J. Palle, Jr.(1)...........................................................................51 1993
James H. Williams.................................................................................65 1988
Directors not standing for election this year whose terms expire in 1998 (Class
III Directors):
James F. Williams(2)............................................................................. 39 1993
Robert B. Mayer(2)(3).............................................................................65 1995
</TABLE>
- - -------------
(1)Since December, 1995, a member of the 1996 Director Option Plan Committee of
the Board of Directors.
(2)Since December, 1995, a member of the Audit Committee of the Board of
Directors.
(3)Since December, 1995, a member of the Compensation Committee of the Board of
Directors.
2
<PAGE>
Set forth below is a brief summary of the recent business experience
and background of each nominee, continuing director and executive officer:
James A. Luksch, 66, has been the President and Chief Executive Officer
and a director of the Company since November, 1988. He became Chairman of the
Board in November, 1994.
John E. Dwight, 61, became a director of the Company on December 14,
1995, immediately after the completion of the Company's initial public offering
of Common Stock. Since 1992, Mr. Dwight has been the President of Film
Microelectronics, Inc., a designer and manufacturer of microelectronic products.
From 1989 to 1992, he was employed by Wavetek, Inc., an electronic testing and
measurement company, as President of its Wavetek Communications Division.
Robert J. Palle, Jr., 51, has been the Executive Vice President and
Chief Operating Officer of the Company since April, 1989. He became a director
of the Company in September, 1993.
James H. Williams, 65, has been a director of the Company since
November, 1988, and served as Chairman of the Board from the Company's inception
until November, 1994. He presently serves as a consultant to the Company under a
written agreement. Mr. Williams served as Chairman of the Board and Chief
Executive Officer of Integrated Waste Services, Inc. (NASDAQ: IWSI) from
September, 1989 until April, 1996.
James F. Williams, 39, became a director of the Company in September,
1993. Since April, 1996, Mr. Williams has been the Chairman of the Board and
Chief Executive Officer of Integrated Waste Services, Inc. (NASDAQ: IWSI). From
June, 1990 through April, 1996, Mr. Williams served as Vice President of
Integrated Waste Services, Inc. Mr. Williams is the nephew of Mr. James H.
Williams.
Robert B. Mayer, 65, became a director of the Company on December 14,
1995, immediately after the completion of the Company's initial public offering
of Common Stock. From 1966 to 1991, he served in various executive positions,
including director and Regional President of Norstar Bank, N.A. (formerly known
as Liberty National Bank & Trust Co.), a member of Fleet Financial Group. Mr.
Mayer has from time to time served as a part-time instructor at State University
of New York at Buffalo and is currently a director and Treasurer of People, Inc.
and a member of the Loan Committee, Erie County Regional Industrial Development
Corporation.
Other Executive Officers
Peter Pugielli, 49, has served as Senior Vice President, Treasurer and
Chief Financial Officer of the Company since September, 1993. He was hired by
the Company in December, 1989, as Vice President and Chief Financial Officer.
His responsibilities also include management of the Company's information
systems.
Daniel J. Altiere, 58, has been Senior Vice President of the Company
since April, 1989. Since 1989, he has been responsible for human resources,
quality control, manufacturing, warranty service and industrial engineering.
Norman A. Westcott, 56, has been Vice President of the Company since he
joined the Company in July, 1994. He is responsible for material purchasing and
production. From 1985 until he joined the Company, he served as Vice President
of Operations with Tecma Maquila Services, Juarez, Mexico, a contract
manufacturer/assembler of various products, primarily for United States
companies.
Meetings of the Board of Directors; Committees
During the year ended December 31, 1996, there were nine (9) meetings
of the Company's Board of Directors and each director attended (either in person
or via teleconference) at least 75% of the meetings held. The Board of Directors
has three standing committees: the Audit Committee, the Compensation Committee
and the 1996 Director Option Plan Committee.
3
<PAGE>
Audit Committee. The Audit Committee is currently comprised of James F.
Williams, John E. Dwight and Robert B. Mayer, all of whom are non-employee
directors. The Audit Committee is responsible to make recommendations concerning
the engagement of independent public accountants, review the plans and results
of the audit engagement with the independent public accountants, approve
professional services provided by the independent public accountants, review the
independence of the independent public accountants, consider the range of audit
and non-audit fees and review the adequacy of the Company's internal accounting
controls. This committee held three (3) meetings during 1996, all of which were
attended by each committee member.
Compensation Committee. The Compensation Committee is currently
comprised of John E. Dwight and Robert B. Mayer, both of whom are non-employee
directors. The Compensation Committee is responsible to determine compensation
for the Company's executive officers and to administer the Company's stock
option plans. This committee held five (5) meetings during 1996, all of which
were attended by each committee member.
1996 Director Option Plan Committee. The 1996 Director Option Plan
Committee is currently comprised of James A. Luksch and Robert J. Palle, Jr.
This committee is responsible for the administration of the Company's 1996
Director Option Plan. This committee did not meet during 1996.
Directors' Compensation
During calendar year 1996, each non-employee director of the Company
(other than James H. Williams) received an annual retainer of $10,000, payable
quarterly, a fee of $1,000 for each Board meeting attended in person ($500 if
attendance was telephonic) and a fee of $600 for each committee meeting attended
in person ($300 if attendance was telephonic) if on a date other than the date
of a Board meeting. Each director was also reimbursed for certain travel,
lodging and related expenses incurred in connection with attendance at Board and
committee meetings. During calendar year 1996, neither Mr. Luksch nor Mr. Palle
received any separate compensation for serving on the Board of Directors or any
committees thereof.
In January, 1995, the Company entered into a consulting and
non-competition agreement with James H. Williams for the purpose of obtaining
advice and counseling concerning strategic planning and financial and business
matters. Under this agreement, Mr. Williams is obligated to make himself
available to the Company for up to 25 hours per month, in addition to time spent
attending to his duties as a member of the Board of Directors of the Company.
Mr. Williams is currently paid $130,182 per year for his services under this
agreement, subject to adjustment on a basis consistent with adjustments to
compensation to the Company's senior management. The agreement provides a cap of
$150,000 on payments to be made thereunder during any calendar year. The
agreement terminates on December 31, 1999. Payments to Mr. Williams under this
consulting agreement are in lieu of any other payments in connection with his
services as a director or committee member, other than the reimbursement of
certain travel, lodging and related expenses incurred in connection with
attendance at Board and committee meetings.
In December, 1995, the stockholders of the Company approved the
adoption of the Company's 1996 Director Option Plan (the "1996 Plan"). Under the
1996 Plan, directors who within the preceding 12 months have not been employed
by the Company and have not served as a consultant to the Company where annual
compensation exceeds $100,000, are eligible to receive options to purchase 500
shares of the Company's Common Stock for each year of service on the Board. The
exercise price for such shares is the fair market value thereof on the date of
grant (which is December 31 of each year) and the options are subject to a
one-year vesting requirement. The options will be exercisable, in whole or in
part, during the second through sixth years from the date of grant.
Under the 1996 Plan the grant of options is automatic to each eligible
director serving on December 31 of any year provided the director had served in
such capacity since June 30 of such year. A maximum of 25,000 shares may be
awarded under the 1996 Plan which expires January 2, 2006. The plan is
administered by a committee presently comprised of James A. Luksch and Robert J.
Palle, Jr. On December 31, 1996, options to purchase 500 shares of the Company's
common stock at an exercise price of $8.50 per share, were granted to each of
Messrs. James F. Williams, Robert B. Mayer, and John E. Dwight, pursuant to the
1996 Plan.
4
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission and the American Stock Exchange, initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent stockholders (collectively, "Reporting Persons") are additionally
required to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations of the
Reporting Persons that no other reports were required with respect to fiscal
1996, all Section 16(a) filing requirements applicable to the Reporting Persons
were complied with on a timely basis in fiscal 1996, except that (i) one Form 4
reporting a single purchase transaction required to be filed by Mr. Dwight, was
filed late, and (ii) the December 1995 Form 3 report originally filed for Mr.
Westcott, which was timely filed, did not properly report his then-existing
beneficial ownership of derivative securities. A Form 4 was filed on behalf of
Mr. Westcott in 1996 to correct his Form 3.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 19, 1997 by (i) each person
who is known by the Company to beneficially own more than five percent of the
Company's Common Stock, (ii) each of the Company's directors, including nominee
directors, (iii) each of the executive officers named in the Summary
Compensation Table and (iv) all executive officers and directors as a group.
Except as otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
Percent of
Class
Name and Address of Amount and Nature of Beneficially
Beneficial Owner(1)(2) Beneficial Ownership (1) Owned
---------------------- ------------------------ ------------
<S> <C> <C>
James A. Luksch...................................................... 1,985,778(3) 24%
Robert J. Palle, Jr.................................................. 1,249,837 15%
Peter Pugielli....................................................... 17,206(4) *
Daniel J. Altiere.................................................... 11,806(5) *
Norman A. Westcott................................................... 0 *
James H. Williams.................................................... 2,352,925(6) 29%
James F. Williams.................................................... 57,173(6) *
John E. Dwight....................................................... 15,000 *
Robert B. Mayer...................................................... 1,200(7) *
All directors and executive officers as a group (9 persons).......... 5,633,752 69%
</TABLE>
- - ----------------
* Less than 1%
(1) Beneficial ownership as of March 19, 1997 for each individual includes
shares subject to options held by such persons (but not held by any other
person) which are exercisable within 60 days after such date. Beneficial
ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities.
This table contains information furnished to the Company by the respective
stockholders or contained in filings made with the Securities and Exchange
Commission.
(2) The address for each beneficial owner is c/o Blonder Tongue Laboratories,
Inc. One Jake Brown Road, Old Bridge, NJ 08857.
5
<PAGE>
(3) Includes 9 shares of Common Stock owned by the Estate of Herbert M. Luksch,
the executor of which is James A. Luksch.
(4) Includes 11,806 shares of Common Stock underlying options granted by the
Company which are presently exercisable and 200 shares of Common Stock held of
record by Mr. Pugielli's adult son, as to which Mr. Pugielli expressly disclaims
beneficial ownership.
(5) Includes 11,806 shares of Common Stock underlying options granted by the
Company which are presently exercisable.
(6) James H. Williams has granted to James F. Williams the option to purchase
57,173 shares of Company Common Stock which he owns. These shares are included
in the beneficial ownership of both directors.
(7) Includes 500 shares of Common Stock held of record by Mr. Mayer's adult son,
as to which Mr. Mayer expressly disclaims beneficial ownership and 200 shares of
Common Stock held of record by Mr. Mayer's spouse.
EXECUTIVE COMPENSATION
Summary
The following table sets forth certain summary information concerning
compensation paid or accrued for services rendered to the Company in all
capacities for the year ended December 31, 1996 and two prior fiscal years with
respect to the Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company who served as executive officers
during 1996 and whose salary plus bonus during 1996 exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table(1)
Long-Term
Annual Compensation Compensation
--------------------------------------------- ------------
Other Securities
Name and Annual Underlying All Other
Principal Position Year Salary($) Bonus($) Compensation($)(2) Options(#) Compensation($)(3)
------------------ ---- -------- --------- ----------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
James A. Luksch........................ 1996 239,652 523,580(4) --- 25,000 12,501
President and Chief Executive 1995 187,922 707,885(4) --- --- 10,024
Officer 1994 144,984 632,754(4) --- --- 5,176
Robert J. Palle, Jr.................... 1996 186,202 ---- --- 23,500 2,824
Executive Vice President and Chief 1995 146,053 129,778 --- --- 2,231
Operating Officer 1994 116,326 63,250 --- --- 1,542
Peter Pugielli......................... 1996 111,077 14,000 --- 10,000 1,553
Senior Vice President and Chief Financial 1995 104,461 12,000 --- 6,033 1,440
Officer 1994 95,125 7,000 --- 11,806 1,416
Daniel J. Altiere...................... 1996 121,173 14,000 --- 10,000 3,533
Senior Vice President 1995 107,567 12,000 --- 6,033 3,151
1994 104,990 7,000 --- 11,806 2,966
Norman A. Westcott..................... 1996 93,077 11,000 --- 10,000 1,225
Vice President 1995 86,370 5,000 --- 6,033 1,087
1994(5) 29,353 --- --- 11,806 482
</TABLE>
- - ------------------
(1) This table does not include columns for Restricted Stock Awards and
Long-Term Incentive Plan Payouts since the Company had no amounts to report
in either column.
(2) No amounts are listed for Other Annual Compensation because such
compensation did not exceed the lesser of $50,000 or 10% of the total salary
and bonus of the named executive officer.
(3) Represents reimbursement of life insurance premiums and matching
contributions paid by the Company under its 401(k) plan. The amounts paid in
1996 for life insurance were $10,634, $1,846, $599, $1,715 and $1,225 and
for matching contributions under the Company's 401(k) contributions were
$1,867, $978, $954, $1,818 and $0 for Messrs. Luksch, Palle, Pugielli,
Altiere and Westcott, respectively. The amounts paid in 1995 for life
insurance were $8,181, $1,385, $541, $1,547 and $1,087 and for matching
contributions under the Company's 401(k) contributions were $1,843, $846,
$899, $1,604 and $0 for Messrs. Luksch, Palle, Pugielli, Altiere and
Westcott, respectively.
(4) Includes a special bonus of $523,580, $540,905 and $560,154 paid in 1996,
1995 and 1994, respectively, pursuant to a Special Bonus Agreement between
Mr. Luksch and the Company. Under this Agreement, the Company agreed to make
three annual special bonus
6
<PAGE>
payments to Mr. Luksch in May, 1994, 1995 and 1996, to facilitate Mr.
Luksch's purchase of Common Stock pursuant to a written agreement entered
into in July, 1993. See "Certain Transactions."
(5) Mr. Westcott joined the Company in late July, 1994.
Stock Options
The following table contains information concerning the grant of
options to purchase shares of Common Stock under the Company's 1994 Incentive
Stock Option Plan and/or the Company's 1995 Long Term Incentive Plan to the
named executive officers during the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
Option Grants in Fiscal Year 1996
Individual Grants Potential Realizable
------------------------------------------------------------ Value at Assumed
Percent of Annual Rates of
Number of Total Options Stock Price
Securities Granted to Appreciation for
Underlying Employees Exercise Option Term(3)
Options in Fiscal Price Expiration --------------------
Name Granted(#)(1) 1996 Per Share$/sh(2) Date 5%($) 10%($)
---- -------------- ------------ ---------------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
James A. Luksch......... 25,000 9.6% $10.59 July 29, 2001 73,146 161,633
Robert J. Palle, Jr..... 23,500 9.0% 10.59 July 29, 2001 68,757 151,935
Peter Pugielli.......... 10,000 3.8% 9.63 July 29, 2006 60,563 153,477
Daniel J. Altiere....... 10,000 3.8% 9.63 July 29, 2006 60,563 153,477
Norman A. Westcott...... 10,000 3.8% 9.63 July 29, 2006 60,563 153,477
</TABLE>
- - -----------------------------
(1) All options vest and will become exercisable in lots of approximately
one-third of the total options granted, at July 30, 1997, 1998, and 1999.
(2) All options were granted at the estimated fair market value of the Common
Stock on the date of grant, as determined by the Compensation Committee of
the Board of Directors of the Company except that the options granted to
Messrs. Luksch and Palle were granted at 110% of the estimated fair market
value thereof.
(3) Potential gains are net of the exercise price but before taxes associated
with the exercise. Amounts represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. The assumed 5% and 10% rates of stock price appreciation are provided
in accordance with the rules of the SEC and do not represent the Company's
estimate or projection of the future Common Stock price. Actual gains, if
any, on stock option exercises are dependent on the future financial
performance of the Company and overall market conditions.
Option Exercises and Holdings
The following table provides information with respect to the named
executive officers concerning the exercise of options during fiscal year 1996
and unexercised options held as of December 31, 1996.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1996
and Option Values as of December 31, 1996
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at Options at
Acquired December 31, 1996(#) December 31, 1996($)(1)
on Value ---------------------------- ---------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James A. Luksch......... --- --- --- 25,000 --- ---
Robert J. Palle, Jr..... --- --- --- 23,500 --- ---
Peter Pugielli.......... --- --- 11,806 16,033 73,020 26,690
Daniel J. Altiere....... --- --- 11,806 16,033 73,020 26,690
Norman A. Westcott...... --- --- --- 27,839 --- 99,710
</TABLE>
- - ----------
(1) These columns represent the difference on December 31, 1996 between the
closing market price of the Company's common stock and the option exercise
price.
7
<PAGE>
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31,1996, no executive officer of
the Company (i) served on the Board of Directors of any company of which Mr.
Dwight or Mr. Mayer (the members of the Compensation Committee) was an executive
officer or (ii) served as a member of the Compensation Committee (or other board
committee performing equivalent functions or, in the absence of such a
committee, on the board) of another entity, one of whose executive officers is a
member of the Board of Directors of the Company.
Employment Contracts
In August 1995, Mr. Altiere and the Company entered into an employment
agreement which provides that Mr. Altiere is entitled to receive his base salary
for one year following termination of his employment by the Company without
cause. Upon his disability, Mr. Altiere is also entitled to receive his base
annual salary for one year.
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION POLICIES
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors (the "Compensation Committee").
The objective of the Company in setting executive compensation has been to
attract, retain and motivate qualified executives to manage the Company's
business and affairs so as to foster sales and earnings growth, achieve
significant current profits and maximize stockholder value. Executive
compensation in the aggregate is made up principally of annual base salary,
bonus, and awards of stock options under the Company's 1994 Incentive Stock
Option Plan and/or 1995 Long Term Incentive Plan.
Generally, annual salary adjustments and bonuses for executive officers
other than Messrs. Luksch and Palle have been established by Mr. Luksch with the
concurrence of the Compensation Committee of the Board of Directors. The annual
salary adjustments and bonuses for Messrs. Luksch and Palle are determined by
the Compensation Committee, subject to Board approval. An annual performance
evaluation of each executive officer is conducted, upon which a salary
adjustment is determined. The performance evaluation focuses on the executive's
performance during the past year of the responsibilities of his position, the
executive's improvement in areas where any deficiencies may have been noted in
the past, and the executive's achievement of any specific goals and objectives
which may have been established for such executive, including achievement of
budget objectives. The Company's overall profit for the fiscal year and the
executive's individual contribution to that profit are also considered at year
end when bonuses are determined. The assessment of individual performance
contributions is in most cases subjective and does not reflect the Company's
performance.
In 1995 and years prior, Messrs. Luksch and Palle were awarded bonuses
pursuant to the Company's 1989 Key Employee Salary Bonus Plan (the "1989 Bonus
Plan"). The 1989 Bonus Plan was terminated during 1995 upon the determination
that it no longer met the Company's objectives and was inconsistent with the
Compensation Committee's desire to have a performance-based bonus plan with
performance goals which would reflect enhanced stockholder value. Following the
termination of the 1989 Bonus Plan, and in lieu of any bonus awards thereunder
for 1996, the salaries of Messrs. Luksch and Palle were adjusted, effective as
of September 4, 1996, to $311,000 and $242,000, respectively.
In February 1997, the Compensation Committee implemented the Executive
Officer Salary Bonus Plan ("Executive Bonus Plan"). The Compensation Committee
believes that a combination of base salary, the Executive Bonus Plan and the
award of stock options and/or restricted stock awards will support the
short-term and long-term strategic objectives of the Company and will reward
individual performance and the value created for stockholders. Cash bonus awards
under this new bonus plan will be paid commencing in 1998, based upon and
relating to executive performance during the 1997 fiscal year of the Company.
Commencing in 1997, during the first quarter
8
<PAGE>
of each fiscal year of the Company, the Compensation Committee will designate
which of the Company's executive officers are to participate in the Executive
Bonus Plan for that year. Also during the first quarter, the Compensation
Committee will establish one or more objective performance goals for each
participant, together with a maximum dollar bonus opportunity for the
participant and a formula to determine bonus payments based on the achievement
of the goal(s). In no event may the bonus for any participant exceed 100% of
such participant's base salary.
The performance goals will be expressed in terms of (a) one or more
corporate or divisional earnings-based measures (which may be based on net
income, operating income, cash flows, or any combination thereof) and/or (b) one
or more corporate or divisional sales-based measures. Each such goal may be
expressed on an absolute and/or relative basis, may employ comparisons with past
performance of the Company (including one or more divisions) and/or the current
or past performance of other companies, and in the case of earnings-based
measures, may employ comparisons to capital, stockholders' equity and shares
outstanding. Performance goals need not be uniform among participants.
After the Company's financial results for a fiscal year have been
determined, the Compensation Committee will certify the level of performance
goal attainment and the potential bonus payment for each participant. The
Compensation Committee will have full authority to reduce the amount that would
otherwise be payable to any participant for a fiscal year.
Compensation of the Chief Executive Officer
Mr. Luksch has been President and Chief Executive Officer of the
Company since it commenced operations in 1989. Effective September 4, 1996, his
base salary was increased to $311,000. This increase in 1996 was in lieu of the
payment of a bonus to Mr. Luksch under the 1989 Bonus Plan, which was terminated
in July 1996. Mr. Luksch did, however, receive a bonus under the special bonus
arrangement described in note 5 to the Summary Compensation Table, representing
his final bonus pursuant thereto. The special bonus arrangement was a
contractual obligation of the Company which did not require annual approval by
the Board of Directors. In 1996, Mr. Luksch was awarded options to purchase
25,000 shares of the Company's common stock at an exercise price of $10.59 per
share. The options vest over a three-year period, commencing July 30, 1997. In
evaluating Mr. Luksch's salary increase and award of stock options, the
Compensation Committee took into account the termination of the 1989 Bonus Plan
and Mr. Luksch's overall performance leading the Company through challenging new
product development programs and the progress made by him in achieving the goals
which he established with the Board in early 1996. The Committee believes that
Mr. Luksch's overall compensation is fair and reasonable. This assessment is a
subjective determination and is not quantitatively related to the Company's
performance.
The Compensation Committee
John E. Dwight
Robert B. Mayer
9
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total return during the period
from December 14, 1995, the date of the Company's initial public offering, to
December 31, 1996 for the Company's Common Stock, the Amex Market Value Index
and the Dow Jones Electrical Components & Equipment Industry Group Index. This
graph assumes the investment of $100 in the Company's Common Stock, the stock in
the companies presented in the Amex Market Value Index and the stock in the
companies comprising the Dow Jones Electrical Components & Equipment Industry
Group Index on December 14, 1995 and the reinvestment of all dividends.
[In the printed document the line chart shows the following plot points.]
-----------------------------------------------------------------------------
128
-----
124 o
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120
-----
116
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112
----- z
108
-----------------------------------------------------------------------------
104 o x z
-----o z x
100
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96
----- x
92
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12/14/95 12/31/95 12/31/96
-o- $100 -o- $102.05 -o- $122.41
-x- $100 -x- $102.63 -x- $ 92.10
-z- $100 -z- $101.94 -z- $108.45
------------------------------------------------
-o- DJEI -z- AMEX -x- BDR
------------------------------------------------
CERTAIN TRANSACTIONS
Special Bonus to the President. During 1993, the Company entered into a
Special Bonus Agreement with Mr. Luksch pursuant to which the Company agreed to
pay Mr. Luksch on a net after-tax basis bonuses of $291,000, $281,000, and
$272,000 over a three year period to cover approximately 86% of the purchase
price plus interest of his purchase of 2,040,160 shares of Common Stock at $.447
per share. The pre-tax bonus paid to Mr. Luksch in 1996 was $523,000.
Employment of Family Members. Since 1995, the Company has employed the
President's daughter and son-in-law, Emily Nikoo and Nezam Nikoo, as senior
engineers in the engineering department. The annual compensation for Mr. Nikoo
in 1996 was $64,648. The annual compensation for Mrs. Nikoo, who worked part
time for a portion of the year, was $47,733. In 1996, Mr. Nikoo was granted
options under the 1995 Plan to purchase 3,000 shares of Common Stock at a price
of $9.63 per share, vesting at the rate of 1,000 shares per year, commencing on
July 30, 1997. In 1996, Mrs. Nikoo was granted options under the 1995 Plan to
purchase 1,500
10
<PAGE>
shares of Common Stock at a price of $9.63 per share, vesting at the rate of 500
shares per year, commencing on July 30, 1997.
Loans from Stockholders. On December 19, 1995, Messrs. Luksch, Palle
and James H. Williams, lent to the Company $1,591,000 in the aggregate from S
Corporation distributions actually made to such stockholders upon consummation
of the Company's initial public offering of Common Stock. Mr. Williams lent
$1,263,000, Mr. Luksch lent $12,000, and Mr. Palle lent $316,000. These loans
are unsecured and subordinated to other bank debt of the Company. The loans have
a term of three years, with interest paid monthly and no amortization of
principal prior to maturity. The interest rate on the loans equals the floating
rate charged to the Company on its line of credit by CoreStates Bank, N.A.
(8.25% at March 19, 1996). In the event the CoreStates Bank line of credit is
paid off and the line is terminated, the interest rate on the stockholder loans
shall be the rate last in effect on such line of credit; provided, however, if
the Company accepts a new line of credit from another bank, the interest rate on
the loans shall be the same as the rate which the Company pays on such new line.
In 1996, the Company made payments of interest on the promissory notes to
Messrs. Luksch, Palle and Williams in the respective amounts of $1,010, $26,600
and $106,320.
PROPOSAL NO. 2 - AMENDMENT OF 1995 LONG TERM INCENTIVE PLAN
The Company's 1995 Long Term Incentive Plan (the "1995 Plan") was
adopted by the Board of Directors and stockholders on October 3, 1995. A total
of 250,000 shares of Common Stock has been reserved for issuance thereunder.
Options for 225,000 shares of Common Stock, at exercise prices ranging from
$9.63 to $10.59 per share have been granted and were outstanding as of March 19,
1997. No restricted shares have been awarded under the 1995 Plan.
The stockholders will be requested at the meeting to approve an
amendment to the 1995 Plan which increases by 250,000 the number of shares that
may be issued under the 1995 Plan. The purpose of the 1995 Plan is to promote
Company success by aligning employee financial interests with long-term
stockholder value. The Board believes that the number of shares remaining
available for issuance will be insufficient to achieve the purpose of the 1995
Plan over the term of the plan unless the additional shares are authorized.
Other non-material changes have been made to the 1995 Plan by the Board to
reflect changes in the beneficial ownership rules of Section 16 of the
Securities Exchange Act of 1934. The full text of the amendments to the 1995
Plan is annexed to this Proxy Statement as Exhibit A.
Description of the 1995 Plan
The 1995 Plan provides for grants of "incentive stock options" or
non-statutory stock options, and awards of restricted stock, to executives and
key employees, including officers and employee directors. The 1995 Plan is
administered by the Compensation Committee of the Board of Directors of the
Company, which determines the optionees and the terms of the options granted,
including the exercise price, number of shares subject to the option and the
exercisability thereof, as well as the recipients and number of shares awarded
for restricted stock awards. The 1995 Plan will terminate on November 30, 2005,
unless earlier terminated by the Board of Directors.
The exercise price of incentive stock options granted under the 1995
Plan must be equal to at least the fair market value of the Common Stock on the
date of grant. With respect to any optionee who owns stock representing more
than 10% of the voting power of all classes of the Company's outstanding capital
stock, the exercise price of any incentive stock option must be equal to at
least 110% of the fair market value of the Common Stock on the date of grant,
and the term of the option may not exceed five years. The term of all other
incentive stock options granted under the 1994 Plan may not exceed ten years.
The aggregate fair market value of Common Stock (determined as of the date of
the option grant) for which an incentive stock option may for the first time
become exercisable in any calendar year may not exceed $100,000. The exercise
price for non-statutory stock options will be established by the Compensation
Committee, and may be more or less than the fair market value of the Common
Stock on the date of grant.
11
<PAGE>
Generally, options granted under the 1995 Plan are exercisable over the
term of the option, depending upon the optionee's years of service with the
Company at the time of grant, as provided by the Compensation Committee. Upon
any merger or consolidation, if the Company is not the surviving corporation,
all outstanding options granted shall terminate unless such options are assumed
or other options are substituted therefor by the successor corporation, or the
vesting of such shares is accelerated by the Compensation Committee.
Under the 1995 Plan awards may be made to key executive employees of
restricted stock which is forfeitable unless the employee remains in the employ
of the Company for five years and does not violate other terms of the award,
such as non-transferability. Exceptions to forfeiture are provided for the cases
of retirement at age 65 or death while in employment.
No employee may receive stock options or restricted stock awards which
would result, separately or in combination, in the acquisition of more than
100,000 shares of Common Stock of the Company under the 1995 Plan.
The selection of employees of the Company who will hereafter receive
grants under the 1995 Plan are to be determined by the Compensation Committee in
its discretion. It is therefore not possible to predict the amounts that will be
received by or allocated to particular individuals or groups of employees. Set
forth elsewhere in this Proxy Statement is information relating to outstanding
options previously granted under this and other stock option plans of the
Company.
Federal Income Tax Consequences Relating to the 1995 Plan
The federal income tax consequences of an employee's participation in
the 1995 Plan are complex and subject to change. The following discussion is
only a summary of the general rules applicable to the 1995 Plan. All
participants have been and are encouraged to consult their own tax advisors
since a taxpayer's particular situation may be such that some variation of the
rules described below will apply.
Incentive Stock Options. If an option granted under the 1995 Plan is
treated as an incentive stock option, the optionee will not recognize any income
upon either the grant or the exercise of the option, and the Company will not be
allowed a deduction for federal tax purposes. Upon a sale of the shares, the tax
treatment to the optionee and the Company will depend primarily upon whether the
optionee has met certain holding period requirements at the time he or she sells
the shares. In addition, as discussed below, the exercise of an incentive stock
option may subject the optionee to alternative minimum tax liability.
If an optionee exercises an incentive stock option and does not dispose
of the shares received within two years after the date of such option or within
one year after the transfer of the shares to him or her, any gain realized upon
the disposition will be characterized as a long-term capital gain and, in such
case, the Company will not be entitled to a federal tax deduction.
If the optionee disposes of the shares either within two years after
the date the option is granted or within one year after the transfer of the
shares to him or her, such disposition will be treated as a disqualifying
disposition and an amount equal to the lesser of (1) the fair market value of
the shares on the date of exercise minus the purchase price, or (2) the amount
realized on the disposition minus the purchase price, will be taxes as ordinary
income to the optionee in the taxable year in which the disposition occurs.
(However, in the case of gifts, sales to related parties, and certain other
transactions, the full difference between the fair market value of the stock and
the purchase price will be treated as compensation income). The excess, if any,
of the amount realized upon disposition over the fair market value at the time
of the exercise of the option will be treated as a long-term capital gain if the
shares have been held for more than one year following the exercise of the
option.
The exercise of an incentive stock option may subject an optionee to
alternative minimum tax liability because the excess of the fair market value of
the shares at the time an incentive stock option is exercised over the purchase
price of the shares is included in income for purposes of the alternative
minimum tax even though it is
12
<PAGE>
not included in taxable income for purposes of determining the regular tax
liability of an employee. Consequently, an optionee may be obligated to pay
alternative minimum tax in the year he or she exercises an incentive stock
option.
In general, there will be no federal income tax deductions allowed to
the Company upon the grant, exercise or termination of an incentive stock
option. However, in the event an optionee sells or disposes of stock received on
the exercise of an incentive stock option in a disqualifying disposition, the
Company will be entitled to a deduction for federal income tax purposes in an
amount equal to the ordinary income, if any, recognized by the optionee upon
disposition of the shares, provided that the deduction is not otherwise
disallowed under the Internal Revenue Code of 1986, as amended ("Code").
Nonqualified Stock Options. Nonqualified stock options granted under
the 1995 Plan do not qualify as "incentive stock options" and will not qualify
for any special tax benefits to the optionee. An optionee generally will not
recognize any taxable income at the time he or she is granted a nonqualified
option. However, upon its exercise, the optionee will recognize ordinary income
for federal tax purposes measured by the excess of the then fair market value of
the shares over the exercise price. The income realized by the optionee will be
subject to income and other employee withholding taxes.
The optionee's basis for determination of gain or loss upon the
subsequent disposition of shares acquired upon the exercise of a nonqualified
stock option will be the amount paid for such shares plus any ordinary income
recognized as a result of the exercise of such option. Upon disposition of any
shares acquired pursuant to the exercise of a nonqualified stock option, the
difference between the sale price and the optionee's basis in the shares will be
treated as a capital gain or loss and generally will be characterized as a
long-term capital gain or loss if the shares have been held for more than one
year at their disposition.
In general, there will be no federal income tax deduction allowed to
the Company upon the grant or termination of a nonqualified stock option or a
sale or disposition of the shares acquired upon the exercise of a nonqualified
stock option. However, upon the exercise of a nonqualified stock option, the
Company will be entitled to a deduction for federal income tax purposes equal to
the amount of ordinary income that an optionee is required to recognize as a
result of the exercise, provided that the deduction is not otherwise disallowed
under the Code.
Restricted Stock Awards. Generally, the grant of a restricted stock
award does not immediately produce taxable income to a recipient or a tax
deduction to the Company. At the time the restrictions and conditions expire,
however, a recipient will recognize ordinary income in an amount equal to the
fair market value of the shares on the date the restrictions and conditions
expire and the Company will be entitled to a corresponding income tax deduction.
A recipient who elects under Section 83(b) of the Code within 30 days after the
date of the grant, however, will have ordinary income on the date of the grant
equal to the fair market value on that date of the shares of restricted stock as
if the shares were unrestricted and could be sold immediately. With respect to
the sale or exchange of shares after the restrictions have expired, the holding
period to determine whether the recipient has a long-term or short-term capital
gain or loss will commence on the date the restrictions expire. If the recipient
makes a timely election pursuant to Section 83(b) of the Code, to be taxed as of
the date of the grant, the holding period will commence on the date of the grant
and the tax basis will be equal to the fair market value of the shares on the
date of grant as if the shares were unrestricted and could be sold immediately.
If no election has been made under Section 83(b) of the Code, any dividends
received from the restricted stock while the restrictions are in effect will be
taxed as additional compensation, and the Company will be entitled to a
corresponding compensation deduction. Otherwise, dividends paid on restricted
stock will be taxed to the recipient at ordinary income rates and will not be
deductible by the Company.
13
<PAGE>
Recommendation of the Board of Directors Concerning the Proposed Amendment of
the 1995 Plan
The Board of Directors of the Company recommends that stockholders vote
FOR the proposal to amend the 1995 Plan to increase the number of shares
available for issuance thereunder from 250,000 to 500,000 shares. Proxies
received by the Board of Directors will be so voted unless stockholders specify
in their proxies a contrary choice.
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS
The Board of Directors of the Company, upon the recommendation of the
Audit Committee, has selected BDO Seidman, LLP, to serve as independent auditors
of the Company for the fiscal year ending December 31, 1997. BDO Seidman, LLP
was the Company's independent auditors for the fiscal year ended December 31,
1996 and is considered by management of the Company to be well qualified. The
Company has been advised by that firm that neither it nor any member thereof has
any financial interest, direct or indirect in the Company or any of its
subsidiaries, in any capacity. One or more representatives of BDO Seidman, LLP
is expected to be present at this year's Annual Meeting of Stockholders with an
opportunity to make a statement if he or she desires to do so and to answer
appropriate questions with respect to that firms' examination of the Company's
financial statements and records for the fiscal year ended December 31, 1996.
Although the submission of the appointment of BDO Seidman, LLP is not
required by law or the By-Laws of the Company, the Board is submitting it to the
stockholders to ascertain their views. If the stockholders do not ratify the
appointment, the Board will not be bound to seek other independent auditors for
1997, but the selection of other independent auditors will be considered in
future years.
Recommendation of the Board Concerning the Ratification of Appointment of
Independent Auditors
The Board of Directors of the Company recommends that stockholders vote
FOR the ratification of the appointment of BDO Seidman, LLP as the Company's
independent auditors for the 1997 fiscal year. Proxies received by the Board of
Directors will be so voted unless stockholders specify in their proxies a
contrary choice.
OTHER BUSINESS
Management knows of no other matters that will be presented at the
Annual Meeting of Stockholders. However, if any other matter properly comes
before the meeting, or any adjournment or postponement thereof, it is intended
that proxies in the accompanying form will be voted in accordance with the
judgment of the persons named therein.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company at One Jake Brown Road,
Old Bridge, New Jersey 08857 on or before December 1, 1997, to be eligible for
inclusion in the Company's proxy statement relating to that meeting.
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996 ACCOMPANIES THIS PROXY STATEMENT. THE COMPANY WILL
FURNISH TO EACH PERSON WHOSE PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST, ANY
EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING THE FORM 10-K, UPON THE PAYMENT, IN
14
<PAGE>
ADVANCE, OF REASONABLE FEES RELATED TO THE COMPANY'S FURNISHING SUCH EXHIBIT(S).
REQUESTS FOR COPIES OF SUCH EXHIBIT(S) SHOULD BE DIRECTED TO GLENN ALEXANDER,
CONTROLLER, AT THE COMPANY'S PRINCIPAL ADDRESS AS SHOWN ON THE COVER PAGE OF
THIS PROXY STATEMENT.
By Order of the Board of Directors
James A. Luksch
Chairman of the Board, President
and Chief Executive Officer
Date: April 1, 1997
Old Bridge, New Jersey
15
<PAGE>
Exhibit A
PROPOSED AMENDMENTS TO
1995 LONG TERM INCENTIVE PLAN
FIRST AMENDMENT TO
BLONDER TONGUE LABORATORIES,INC.
1995 LONG TERM INCENTIVE PLAN
The Blonder Tongue Laboratories, Inc. 1995 Long Term Incentive Plan (the
"Plan") is hereby amended as follows:
1. The words "disinterested persons" set forth in Section 1.3 of the Plan
shall be changed to "non-employee directors".
2. The first sentence of Section 3.1 of the Plan is hereby amended and
restated in its entirety as follows:
"Subject to adjustment pursuant to the provisions of Section 3.2
hereof, the number of shares of Stock of the Company which may be
issued and sold or awarded under the Plan shall not exceed 500,000
shares of which shares issued and sold pursuant to Incentive Stock
Options under the Plan shall not exceed 475,000 and shares subject to
restricted stock awards may not exceed 25,000."
3. Ratification. Except as expressly set forth in this First Amendment to
the Plan, the Plan is hereby ratified and confirmed without
modification.
4. Effective Date. The effective date of this Amendment to the Plan shall
be February 10, 1997.
A-1
