SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000,
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .
--------- -----------
Commission file number 1-14120
BLONDER TONGUE LABORATORIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1611421
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Jake Brown Road, Old Bridge, New Jersey 08857
----------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 679-4000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Number of shares of common stock, par value $.001, outstanding as of August 9,
2000: 7,712,664.
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------- ------------
(unaudited)
<S> <C> <C>
Assets (Note 4)
Current assets:
Cash....................................................................... $ 1,474 $ 48
Accounts receivable, net of allowance for doubtful
accounts of $912 and $683, respectively.................................... 10,504 9,969
Inventories (Note 3)....................................................... 27,971 26,793
Other current assets ...................................................... 1,718 2,007
Deferred income taxes...................................................... 1,854 1,182
------- -------
Total current assets................................................... 43,521 39,999
Property, plant and equipment, net of accumulated
depreciation and amortization............................................... 8,000 8,740
Patents, net.................................................................... 4,094 4,242
Goodwill, net................................................................... 11,962 12,437
Other assets.................................................................... 626 658
------- -------
$68,203 $66,076
======= =======
Liabilities and Stockholders' Equity
Current liabilities:
Revolving line of credit (Note 4).......................................... $ 3,003 $ 3,172
Current portion of long-term debt.......................................... 4,427 4,470
Accounts payable........................................................... 1,216 4,644
Accrued compensation....................................................... 1,980 1,040
Other accrued expenses..................................................... 1,620 903
Income taxes............................................................... 2,947 314
------- -------
Total current liabilities.............................................. 15,193 14,543
------- -------
Deferred income taxes........................................................... 184 149
Long-term debt (Note 4)......................................................... 13,980 16,137
Commitments and contingencies................................................... - -
Stockholders' equity:
Preferred stock, $.001 par value; authorized 5,000 shares;
no shares outstanding...................................................... - -
Common stock, $.001 par value; authorized 25,000 shares, 8,433 shares
issued at June 30, 2000 and 8,392 shares issued at December 31, 1999....... 8 8
Paid-in capital............................................................ 24,136 23,870
Retained earnings.......................................................... 20,988 17,655
Treasury stock at cost, 831 shares at June 30, 2000 and
December 31, 1999.......................................................... (6,286) (6,286)
------- -------
Total stockholders' equity............................................. 38,846 35,247
------- -------
$68,203 $66,076
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- ----------------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales................................... $ 18,062 $ 14,656 $ 39,242 $ 28,412
Cost of goods sold.......................... 11,034 9,890 25,224 18,880
-------- -------- -------- --------
Gross profit.............................. 7,028 4,766 14,018 9,532
-------- -------- -------- --------
Operating expenses:
Selling expenses.......................... 1,529 1,480 3,111 2,885
General and administrative................ 1,720 1,746 3,578 3,401
Research and development.................. 511 556 1,052 1,081
-------- -------- -------- --------
3,760 3,782 7,741 7,367
-------- -------- -------- --------
Earnings from operations.................... 3,268 984 6,277 2,165
-------- -------- -------- --------
Other income (expense):
Interest expense.......................... (523) (444) (1,106) (900)
Other income.............................. - 5 - 6
-------- -------- -------- --------
(523) (439) (1,106) (894)
-------- -------- -------- --------
Earnings before income taxes................ 2,745 545 5,171 1,271
Provision for income taxes.................. 993 212 1,838 495
-------- -------- -------- --------
Net earnings.............................. $ 1,752 $ 333 $ 3,333 $ 776
======== ======== ======== ========
Basic net earnings per share................ $ 0.23 $ 0.04 $ 0.44 $ 0.09
======== ======== ======== ========
Basic weighted average shares outstanding... 7,604 8,280 7,627 8,285
======== ======== ======== ========
Diluted net earnings per share.............. $ 0.23 $ 0.04 $ 0.43 $ 0.09
======== ======== ======== ========
Diluted weighted average shares outstanding. 7,704 8,328 7,678 8,329
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------
2000 1999
------- -------
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings........................................................ $ 3,333 $ 776
Adjustments to reconcile net earnings to cash
provided by operating activities:
Depreciation and amortization..................................... 1,572 1,419
Provision for doubtful accounts................................... 229 370
Deferred income taxes............................................. (637) (251)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable............................................... (764) 3,868
Inventories....................................................... (1,178) 984
Other current assets.............................................. 289 (983)
Other assets...................................................... - (873)
Income taxes...................................................... 2,633 118
Accounts payable and accrued expenses............................. (1,771) (295)
------- -------
Net cash provided by operating activities....................... 3,706 5,133
------- -------
Cash Flows From Investing Activities:
Capital expenditures................................................ (106) (276)
Acquisition of licensing agreements ................................ (71) -
------- -------
Net cash used in investing activities............................. (177) (276)
------- -------
Cash Flows From Financing Activities:
Net (repayments) borrowings under revolving line of credit.......... (169) 1,188
Proceeds from long-term debt........................................ - 10
Repayments of long-term debt........................................ (2,200) (244)
Acquisition of treasury stock....................................... - (5,355)
Proceeds from exercise of stock options............................. 266 11
------- -------
Net cash used in financing activities............................. (2,103) (4,390)
------- -------
Net Increase In Cash.................................................. 1,426 467
Cash, beginning of period............................................. 48 542
------- -------
Cash, end of period................................................... $ 1,474 $ 1,009
======= =======
Supplemental Cash Flow Information:
Cash paid for interest.............................................. $ 1,112 $ 456
Cash paid for income taxes.......................................... - $ 607
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - Company and Basis of Presentation
Blonder Tongue Laboratories, Inc. (the "Company") is a designer,
manufacturer and supplier of electronics and systems equipment for the cable
television and broadcast industries. The consolidated financial statements
include the accounts of Blonder Tongue Laboratories, Inc. and subsidiaries.
Significant inter-company accounts and transactions have been eliminated in
consolidation.
The results for the second quarter of 2000 are not necessarily indicative
of the results to be expected for the full fiscal year and have not been
audited. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of normal
recurring accruals, necessary for a fair statement of the results of operations
for the period presented and the consolidated balance sheet at June 30, 2000.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the SEC rules and regulations. These
financial statements should be read in conjunction with the financial statements
and notes thereto that were included in the Company's latest annual report on
Form 10-K.
Note 2 - Effect of New Accounting Pronouncements
In June 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued. SFAS 133 standardizes accounting and reporting for
derivative instruments and for hedging activities. This statement was amended by
SFAS 137, which delays the effective date until 2001. The Company will be
reviewing this pronouncement to determine its applicability to the Company, if
any.
Note 3 - Inventories
Inventories (in thousands) are summarized as follows:
June 30, Dec. 31,
2000 1999
-------- ---------
Raw Materials.......................... $ 13,662 $ 11,484
Work in process........................ 5,831 5,058
Finished Goods......................... 8,478 10,251
-------- --------
$ 27,971 $ 26,793
======== ========
Note 4 - Line of Credit
On November 12, 1999, the Company entered into a new revolving line of
credit with its bank, replacing its former revolving line of credit ("Former
Credit Line"), on which funds may be borrowed at either the bank's base rate
plus a margin ranging from 0% to .625%, or LIBOR, plus a margin ranging from
1.50% to 2.625%, in each case depending upon the calculation of certain
financial covenants (9.44% at June 30, 2000). The Company was unable to meet
certain financial covenants with its bank at December 31, 1999, compliance with
which was waived by the bank as of such date. Coincident with obtaining the
waiver by the bank, the bank agreed to extend the line of credit until September
30, 2000 and to waive compliance by the Company with certain financial covenants
as of March 31, 2000, subject to the Company meeting certain alternative
financial covenants as of such date, and the Company agreed to periodic
reductions in the line of credit commencing in March, 2000, until the line of
credit has been reduced from $7.5 million to $5.5 million as of August 1, 2000.
As of June 30, 2000, the line of credit had been reduced to $5,750,000 and the
Company had $3,003,000 outstanding under the line of credit as of such date.
Borrowings under the line of credit are limited to certain percentages of
eligible accounts receivable and inventory as defined in the credit agreement.
The line of credit is collateralized by a security interest in all of the
Company's assets. The agreement also contains restrictions that require the
Company to maintain certain financial ratios as well as restrictions on the
payment of dividends. At June 30, 2000, the Company was unable to meet certain
financial covenants, compliance with which was waived by the bank as of such
date. Coincident with obtaining the waiver by the bank, the bank agreed to
extend the line of credit until February 15, 2001.
5
<PAGE>
As of November 12, 1999, the Company's acquisition loan commitment under
its Former Credit Line was converted to a term loan with its bank (the "S-A Term
Loan"). The S-A Term Loan bears interest at either the bank's base rate plus a
margin ranging from 0% to .875%, or LIBOR plus a margin ranging from 1.75% to
2.875%, in each case depending upon the calculation of certain financial
covenants (9.74% at June 30, 2000). At June 30, 2000, there was $14,883,000
outstanding under the S-A Term Loan. The principal balance of the S-A Term Loan
is being amortized in monthly installments of $316,667 with a final balloon
payment of all remaining unpaid principal and accrued interest due on June 30,
2002.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
In addition to historical information, this Quarterly Report 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 herein in the section entitled Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations. The words "believe",
"expect", "anticipate", "project" 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. Blonder Tongue 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, including without limitation, the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 (See Item 1:
Business and Item 7: Management's Discussion and Analysis of Financial Condition
and Results of Operations).
Second three months of 2000 Compared with second three months of 1999
Net Sales. Net sales increased $3,406,000, or 23.2%, to $18,062,000 in the
second three months of 2000 from $14,656,000 in the second six months of 1999.
The increase in sales is primarily attributed to an increase in demand for core
products in the multiple dwelling unit and hotel, motel and resort markets.
Cost of Goods Sold. Cost of goods sold increased to $11,034,000 for the
second three months of 2000 from $9,890,000 for the second three months of 1999
and decreased as a percentage of sales to 61.1% from 67.5%. The decrease as a
percentage of sales was caused primarily by a higher proportion of sales during
the period being comprised of higher margin products.
Selling Expenses. Selling expenses increased to $1,529,000 for the second
three months of 2000 from $1,480,000 in the second three months of 1999,
primarily due to an increase in wages related to the increase in headcount along
with an increase in costs incurred for advertising and marketing materials. The
increase in selling expenses is directly related to the Company's efforts to
increase market penetration within the franchised cable market and the promotion
of new product lines such as fiber optics and interdiction. The Company
anticipates that these efforts will favorably impact operating results for the
remainder of fiscal year 2000.
General and Administrative Expenses. General and administrative expenses
decreased to $1,720,000 for the second three months of 2000 from $1,746,000 for
the second three months of 1999 and decreased as a percentage of sales to 9.5%
for the second three months of 2000 from 11.9% for the second three months of
1999. The $26,000 decrease can be primarily attributed to a decrease in the
accrual for the allowance for doubtful accounts offset by an increase in the
accrual for executive bonuses.
Research and Development Expenses. Research and development expenses
decreased to $511,000 in the second three months of 2000 from $556,000 in the
second three months of 1999, primarily due to a decrease in wages. Research and
development expenses, as a percentage of sales, decreased to 2.8% in the second
three months of 2000 from 3.8% in the second three months of 1999.
6
<PAGE>
Operating Income. Operating income increased 232.1% to $3,268,000 for the
second three months of 2000 from $984,000 for the second three months of 1999.
Operating income as a percentage of sales increased to 18.1% in the second three
months of 2000 from 6.7% in the second three months of 1999.
Interest and Other Expenses. Other expense increased to $523,000 in the
second three months of 2000 from $439,000 in the second three months of 1999,
due primarily to increased interest expense resulting from increased borrowings
under the line of credit and increased interest rates on the line of credit and
S-A Term Loan. These expenses in the second three months of 2000 consisted
entirely of interest expense. These expenses in the second three months of 1999
consisted of interest expense in the amount of $444,000 offset by $5,000 of
interest income.
Income Taxes. The provision for income taxes for the second three months of
2000 increased to $993,000 from $212,000 for the second three months of 1999 as
a result of an increase in taxable income.
First six months of 2000 Compared with first six months of 1999
Net Sales. Net sales increased $10,830,000, or 38.1%, to $39,242,000 in the
first six months of 2000 from $28,412,000 in the first six months of 1999. The
increase in sales is primarily attributed to an increase in sales of
interdiction products, complemented by an increase in demand for core products
in the multiple dwelling unit and hotel, motel and resort markets. Net sales
included approximately $18,330,000 of interdiction equipment for the first six
months of 2000 compared to approximately $10,007,000 for the first six months of
1999.
Cost of Goods Sold. Cost of goods sold increased to $25,224,000 for the
first six months of 2000 from $18,880,000 for the first six months of 1999 and
decreased as a percentage of sales to 64.30% from 66.5%. The decrease as a
percentage of sales was caused primarily by a higher proportion of sales during
the period being comprised of higher margin products.
Selling Expenses. Selling expenses increased to $3,111,000 for the first
six months of 2000 from $2,885,000 in the first six months of 1999, primarily
due to an increase in wages related to the increase in headcount along with an
increase in costs incurred for advertising and marketing materials. The increase
in selling expenses is directly related to the Company's efforts to increase
market penetration within the franchised cable market and the promotion of new
product lines such as fiber optics and interdiction. The Company anticipates
that these efforts will favorably impact operating results for the remainder of
fiscal year 2000.
General and Administrative Expenses. General and administrative expenses
increased to $3,578,000 for the first six months of 2000 from $3,401,000 for the
first six months of 1999 but decreased as a percentage of sales to 9.1% for the
first six months of 2000 from 12.0% for the first six months of 1999. The
$177,000 increase can be primarily attributed to an increase in the accrual for
executive bonuses, offset by a decrease in the accrual for the allowance for
doubtful accounts.
Research and Development Expenses. Research and development expenses
decreased to $1,052,000 in the first six months of 2000 from $1,081,000 in the
first six months of 1999, primarily due to a decrease in wages. Research and
development expenses, as a percentage of sales, decreased to 2.7% in the first
six months of 2000 from 3.8% in the first six months of 1999.
Operating Income. Operating income increased 189.9% to $6,277,000 for the
first six months of 2000 from $2,165,000 for the first six months of 1999.
Operating income as a percentage of sales increased to 16.0% in the first six
months of 2000 from 7.6% in the first six months of 1999.
Interest and Other Expenses. Other expense increased to $1,106,000 in the
first six months of 2000 from $894,000 in the first six months of 1999, due
primarily to increased interest expense resulting from increased borrowings
under the line of credit and increased interest rates on the line of credit and
S-A Term Loan. These expenses in the first six months of 2000 consisted entirely
of interest expense. These expenses in the first six months of 1999 consisted of
interest expense in the amount of $900,000 offset by $6,000 of interest income.
Income Taxes. The provision for income taxes for the first six months of
2000 increased to $1,838,000 from $495,000 for the first six months of 1999 as a
result of an increase in taxable income.
7
<PAGE>
Liquidity and Capital Resources
The Company's net cash provided by operating activities for the six-month
period ended June 30, 2000 was $3,706,000, compared to cash provided by
operating activities for the six-month period ended June 30, 1999, which was
$5,133,000. Cash flows from operating activities have been positive, due
primarily to net earnings of $3,333,000.
Cash used in investing activities was $177,000, which was attributable to
capital expenditures for new equipment. The Company anticipates additional
capital expenditures during calendar year 2000 aggregating approximately
$100,000, which will be used for the purchase of automated assembly and test
equipment.
Cash used in financing activities was $2,103,000 for the first six months
of 2000 primarily comprised of $2,200,000 of repayments of long term debt,
offset by $266,000 of proceeds from the exercise of stock options.
On November 12, 1999, the Company entered into a new revolving line of
credit with its bank, replacing its former revolving line of credit ("Former
Credit Line"), on which funds may be borrowed at either the bank's base rate
plus a margin ranging from 0% to .625%, or LIBOR, plus a margin ranging from
1.50% to 2.625%, in each case depending upon the calculation of certain
financial covenants (9.44% at June 30, 2000). The Company was unable to meet
certain financial covenants with its bank at December 31, 1999, compliance with
which was waived by the bank as of such date. Coincident with obtaining the
waiver by the bank, the bank agreed to extend the line of credit until September
30, 2000 and to waive compliance by the Company with certain financial covenants
as of March 31, 2000, subject to the Company meeting certain alternative
financial covenants as of such date, and the Company agreed to periodic
reductions in the line of credit commencing in June, 2000, until the line of
credit has been reduced from $7.5 million to $5.5 million as of August 1, 2000.
As of June 30, 2000, the line of credit had been reduced to $5,750,000 and the
Company had $3,003,000 outstanding under the line of credit as of such date.
Borrowings under the line of credit are limited to certain percentages of
eligible accounts receivable and inventory as defined in the credit agreement.
The line of credit is collateralized by a security interest in all of the
Company's assets. The agreement also contains restrictions that require the
Company to maintain certain financial ratios as well as restrictions on the
payment of dividends. At June 30, 2000, the Company was unable to meet certain
financial covenants, compliance with which was waived by the bank as of such
date. Coincident with obtaining the waiver by the bank, the bank agreed to
extend the line of credit until February 15, 2001.
As of November 12, 1999, the Company's acquisition loan commitment under
its Former Credit Line was converted to a term loan with its bank (the "S-A Term
Loan"). The S-A Term Loan bears interest at either the bank's base rate plus a
margin ranging from 0% to .875%, or LIBOR plus a margin ranging from 1.75% to
2.875%, in each case depending upon the calculation of certain financial
covenants (9.74% at June 30, 2000). At June 30, 2000, there was $14,833,000
outstanding under the S-A Term Loan. The principal balance of the S-A Term Loan
is being amortized in monthly installments of $316,667 with a final balloon
payment of all remaining unpaid principal and accrued interest due on June 30,
2002.
On February 3, 1999, the Company entered into an interest rate swap
agreement with a notional amount of $10,000,000. The swap agreement has a
maturity date of June 3, 2002 and requires the Company to make fixed rate
interest payments on the notional amount of 8.01% per annum in exchange for
floating rate payments equal to LIBOR plus 2.55%. The Company is exposed to
credit risk in the unlikely event of the nonperformance by the counterparties.
Interest to be paid or received is accrued over the life of the agreement at the
net effective interest rate for the swap and corresponding debt instrument.
The Company currently anticipates that the cash generated from operations,
existing cash balances and amounts available under its existing or a replacement
line of credit, will be sufficient to satisfy its foreseeable working capital
needs.
New Accounting Pronouncements
In June 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued. SFAS 133 standardizes accounting and reporting for
derivative instruments and for hedging activities. This statement was amended by
SFAS 137, which delays the effective date until 2001. The Company will be
reviewing this pronouncement to determine its applicability to the Company, if
any.
8
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk inherent in the Company's financial instruments and
positions represents the potential loss arising from adverse changes in interest
rates. At June 30, 2000 and 1999 the principal amount of the Company's aggregate
outstanding variable rate indebtedness was $17,886,000 and $22,015,000,
respectively. Without giving effect to the swap agreement described below, a
hypothetical 10% adverse change in interest rates would have had an annualized
unfavorable impact of approximately $173,000 each year, on the Company's
earnings and cash flows based upon these quarter-end debt levels. To ameliorate
these risks, in February, 1999, the Company entered into an interest rate Swap
Agreement with a notional amount of $10,000,000. The specific terms of the Swap
Agreement are more fully discussed above in Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to certain proceedings incidental to the ordinary
course of its business, none of which, in the current opinion of management, is
likely to have a material adverse effect on the Company's business, financial
condition, or results of operations.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders (the "Meeting") on May
4, 2000. The Company solicited proxies in connection with the Meeting. At the
record date of the Meeting (March 21, 2000), there were 7,583,157 shares of
Common Stock outstanding and entitled to vote. The following were the matters
voted upon at the Meeting:
1. Election of Directors. The following directors were elected at the
Meeting: Robert J. Palle, Jr., James H. Williams and Gary P. Scharmett. The
number of votes cast for and withheld from each director are as follows:
DIRECTORS FOR WITHHELD
--------- --- --------
Robert J. Palle, Jr. 7,194,084 270,130
Gary P. Scharmett 7,194,084 270,130
James H. Williams 7,194,084 270,130
James A. Luksch, Robert E. Heaton, John E. Dwight , Robert B. Mayer and
James F. Williams, continued as directors after the meeting.
2. Amendment of 1995 Long Term Incentive Plan. The amendment of the
Company's 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 750,000 to 900,000, was approved by the following vote of
Common Stock:
FOR AGAINST ABSTAIN
--- ------- -------
7,106,287 353,799 4,138
9
<PAGE>
3. Ratification of Auditors. The appointment of BDO Seidman, LLP as
the Company's independent auditors for the year ending December 31, 2000
was ratified by the following vote of Common Stock:
FOR AGAINST ABSTAIN
--- ------- -------
7,453,093 2,890 8,231
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits are listed in the Exhibit Index appearing at page 11
herein.
(b) No reports on Form 8-K were filed in the quarter ended June 30, 2000.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BLONDER TONGUE LABORATORIES, INC.,
Date: August 14, 2000
By: /s/ James A. Luksch
-------------------------------------
James A. Luksch
President and Chief Executive Officer
By: /s/ Peter Pugielli
-------------------------------------
Peter Pugielli,
Senior Vice President - Finance
(Principal Financial Officer)
11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit # Description Location
--------- ----------- --------
<S> <C> <C>
3.1 Restated Certificate of Incorporation of Blonder Incorporated by reference from Exhibit 3.1
Tongue Laboratories, Inc. to S-1 Registration Statement No.33-98070
originally filed October 12, 1995, as
amended.
3.2 Restated Bylaws of Blonder Tongue Laboratories, Incorporated by reference from Exhibit 3.2
Inc. to S-1 Registration Statement No.33-98070
originally filed October 12, 1995, as
amended.
10.1 Second Amendment to Consulting and Non-Competition Filed herewith.
Agreement between the Company and James H.
Williams, dated as of June 30, 2000.
27 Financial Data Schedule Electronic Filing only.
</TABLE>
12
