As filed with the Securities and Exchange Commission on May 23, 2000
Registration No._______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BLONDER TONGUE LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 52-1611421
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
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One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BLONDER TONGUE LABORATORIES, INC. 1995 LONG TERM INCENTIVE PLAN
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(Full title of each Plan)
James A. Luksch
President and Chief Executive Officer
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Gary P. Scharmett, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Amount to be Offering price per aggregate offering Registration
Title of securities to be registered Registered(1) Share price (3) fee
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Common Stock, $.001 par value per share 150,000 shares $7.375 (2) $1,106,250 $293
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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. 1995 Long Term Incentive Plan, as amended (the "Plan"), are hereby
registered.
(2) Pursuant to Rule 457(h)(1) and (c), for shares available under the Plan
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 May 22, 2000 has been used
to determine the registration fee.
(3) Estimated solely for the purpose of determining the registration fee.
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Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (Registration No. 333-15039)
originally filed with the Securities and Exchange Commission on October 29, 1996
(the "Prior Registration Statement") are incorporated herein by reference,
except for (i) Items 5 and 8 of Part II of the Prior Registration Statement and
(ii) the Reoffer Prospectus. This Registration Statement covers 150,000 shares,
which together with the 250,000 shares registered under the Prior Registration
Statement and the 500,000 shares registered under the Company's Registration
Statement on Form S-8 (Registration No. 333-52519) originally filed with the
Securities and Exchange Commission on May 13, 1998, constitute the 900,000
shares of common stock issuable under the Company's 1995 Long Term Incentive
Plan, as amended.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 5. Interest of Named Experts and Counsel.
Gary P. Scharmett, a partner of Stradley, Ronon, Stevens & Young, LLP,
legal counsel to the Company, is a director of the Company and beneficially owns
4,800 shares of the common stock and holds options to purchase 17,000 shares of
the common stock at purchase prices of $6.88 per share (15,000 shares) and $6.53
per share (2,000 shares), which options may be exercised for a 10-year period
ending on July 16, 2006 (10,000 shares), July 8, 2008 (5,000 shares) and July
15, 2009 (2,000 shares).
Item 8. Exhibits.
Reference is made to the Exhibit Index on Page II-3 filed herewith.
II-1
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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 May 23, 2000.
BLONDER TONGUE LABORATORIES, INC.
By: \s\ James A. Luksch
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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.
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Name Title Date
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\s\ James A. Luksch Director, President and May 23, 2000
- ------------------------------------- Chief Executive Officer
James A. Luksch (Principal Executive Officer)
\s\ Peter Pugielli Senior Vice President - Finance, May 23, 2000
- ---------------------------------------- Treasurer and Chief Financial Officer
Peter Pugielli (Principal Financial Officer and
Principal Accounting Officer)
\s\ Robert J. Palle, Jr. Director, Executive Vice May 23, 2000
- --------------------------------------- President and Chief Operating Officer
Robert J. Palle, Jr.
Director
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James H. Williams
\s\ James F. Williams Director May 23, 2000
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James F. Williams
\s\ Robert B. Mayer Director May 23, 2000
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Robert B. Mayer
\s\ John E. Dwight Director May 23, 2000
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John E. Dwight
\s\ Gary P. Scharmett Director May 23, 2000
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Gary P. Scharmett
\s\ Robert E. Heaton Director May 23, 2000
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Robert E. Heaton
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II-2
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EXHIBIT INDEX
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Exhibit # Description Sequential Page Number
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4.1 Blonder Tongue Laboratories, Inc. 1995 Long Term Incorporated by reference from Exhibit
Incentive Plan (the "1995 Plan") 10.6 to S-1 Registration Statement No. 33-
98070 originally filed on October 12,
1995, as amended.
4.2 First Amendment to the 1995 Plan Incorporated by reference from Exhibit
10.5(a) to Registrant's Quarterly Report on
Form 10-Q for the period ended March 31,
1997.
4.3 Second Amendment to the 1995 Plan Incorporated by reference from Exhibit 4.3
to S-8 Registration Statement No. 333-
52519 originally filed on May 13, 1998.
4.4 Third Amendment to the 1995 Plan Filed herein.
23.1 Consent of BDO Seidman, LLP Filed herein.
23.2 Power of Attorney Contained in Signature Page on
page II-2 herein.
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II-3
Exhibit 4.4
THIRD AMENDMENT TO
BLONDER TONGUE LABORATORIES, INC.
1995 LONG TERM INCENTIVE PLAN
The Blonder Tongue Laboratories, Inc. 1995 Long Term Incentive Plan, as
heretofore amended (the "Plan"), is hereby amended as follows:
1. 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 900,000
shares, of which shares issued and sold pursuant to Incentive Stock
Options under the Plan shall not exceed 875,000 and shares subject to
restricted stock awards may not exceed 25,000."
2. Ratification. Except as expressly set forth in this Third Amendment to
the Plan, the Plan is hereby ratified and confirmed without
modification.
3. Effective Date. The effective date of this Third Amendment to the Plan
shall be February 8, 2000.
CONSENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form S-8 of our
report dated February 18, 2000 relating to the consolidated financial statements
of Blonder Tongue Laboratories, Inc. appearing in the Company's Form 10-K for
the year ended December 31, 1999.
/s/ BDO SEIDMAN, LLP
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BDO Seidman, LLP
Woodbridge, NJ
May 23, 2000
