SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 1998
Blonder Tongue Laboratories, Inc.
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(Exact Name of registrant as specified in its charter)
Delaware 1-14120 52-1611421
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
One Jake Brown Road, Old Bridge, New Jersey 08857
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 679-4000
Not Applicable
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(Former name or former address, if changed since last report)
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Forward-Looking Statements
In addition to historical information, this Form 8-K contains forward-looking
statements relating to such matters as anticipated financial performance,
business prospects, technological developments, new products, research and
development activities and similar matters. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking statements. In
order to comply with the terms of the safe harbor, the Company notes that a
variety of factors could cause the Company's actual results and experience to
differ materially from the anticipated results or other expectations expressed
in the Company's forward-looking statements. The risks and uncertainties that
may affect the operation, performance, development and results of the Company's
business include, but are not limited to, those matters discussed in the
Company's Form 10-K for the fiscal year ended December 31, 1997 in the sections
entitled Item 1 - Business, Item 3 - Legal Proceedings, and Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The words "believes" and "expects" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission.
Item 2. Acquisition of Assets.
On March 26, 1998, Blonder Tongue Laboratories, Inc. (the "Company")
acquired all of the assets and technology rights of the interdiction business
(the "Business") of Scientific-Atlanta, Inc. ("Scientific") for a purchase price
consisting of (i) $19 million in cash, (ii) 67,889 shares of the Company's
common stock, (iii) a warrant to purchase 150,000 additional shares of the
Company's common stock at an exercise price of $14.25 per share and (iv)
assumption by the Company of certain obligations under executory contracts with
vendors and customers and certain warranty obligations and other current
liabilities of the Business. The purchase price was determined through
negotiations between the parties taking into account various factors including,
without limitation, historical sales and gross profits of the Business and a
valuation of the Business' tangible assets. The Company obtained the cash
portion of the purchase price by drawing upon the acquisition loan commitment
under the Company's revolving line of credit with CoreStates Bank, N.A.
The Business generated approximately $16 million in revenues for the
prior twelve month period. The Company believes that Scientific's interdiction
products, which have been engineered primarily to serve the franchised cable
market, will supplement the Company's VideoMask(TM) products, which are
primarily focused on the private cable market. In addition, the Company expects
that the technology acquired as part of the Business will enhance its ability to
design products that meet the specific needs of all cable providers, while
improving its position in the franchised cable market. Scientific will provide
certain manufacturing, consulting and other transition services to the Company
during a limited period following the acquisition pursuant to agreements
executed by the parties in order to permit the Company to fulfill sales orders
of the Business for the transition period following the closing.
In addition, under the terms of the purchase agreement with Scientific,
the Company is obligated to file a registration statement with the Securities
and Exchange Commission to register the
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shares of common stock issued to Scientific and underlying the warrant held by
Scientific as part of the purchase price for the Business within 90 days after
the closing of the acquisition.
Following the Company's acquisition of the Business, Scientific's
patent infringement lawsuit relating to the Company's VideoMask(TM) signal
interdiction product, which was originally filed by Scientific on August 2, 1996
in the United States District Court, Northern District of Georgia, was dismissed
with prejudice.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The Company is in the process of obtaining and will file with the
Commission as soon as possible (but in no event later than 60 days from the date
hereof) all financial statements of the Business required to be disclosed as a
result of the acquisition of the Business.
(b) Pro Forma Financial Information
The Company is in the process of preparing and will file with the
Commission as soon as possible (but in no event later than 60 days from the date
hereof) all pro forma financial information required to be disclosed by Article
11 of Regulation S-X as a result of the acquisition of the Business.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BLONDER TONGUE LABORATORIES, INC.
By:/s/ James A. Luksch
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James A. Luksch
President
Date: April 1, 1998
