Blonder Tongue Laboratories, Inc.- Form S-8 dated 6/22/05
As filed with the Securities and Exchange Commission on June 22, 2005
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
BLONDER TONGUE LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1611421
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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. 2005 EMPLOYEE EQUITY INCENTIVE PLAN, AS AMENDED
BLONDER TONGUE LABORATORIES, INC. 2005 DIRECTOR EQUITY INCENTIVE PLAN, AS AMENDED
(Full title of each Plan)
James A. Luksch
Chairman 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)
__________________________
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
Title of securities Amount to be Offering price per aggregate offering Registration
to be registered Registered(1) Share price (4) fee
------------------------ --------------- ------------------- ------------------ -------------
Common Stock, $.001 par 83,749 shares $3.84 (2) $2,003,962 $236
value per share
616,251 shares $2.73 (3)
------------------------ --------------- ------------------- ------------------ -------------
(1) Such additional indeterminable number of shares that may be issuable by
reason of the anti-dilution provisions of the Blonder Tongue Laboratories,
Inc. 2005 Employee Equity Incentive Plan, as amended ("Employee Plan"), and
the Blonder Tongue Laboratories, Inc. 2005 Director Equity Incentive Plan,
as amended (together with the Employee Plan, the "Plans"), are hereby
registered.
(2) Pursuant to Rule 457(h)(1), for shares issuable under presently outstanding
options granted under the Employee Plan, the price at which such options
may be exercised has been used to determine the registration fee.
(3) Pursuant to Rule 457(h)(1) and (c), for shares available under the Plans
that have yet to be granted or are not presently subject to outstanding
options, the average of the high and low prices per share of the Common
Stock reported on the American Stock Exchange on June 16, 2005 has been
used to determine the registration fee.
(4) Estimated solely for the purpose of determining the registration fee.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
As used in this Registration Statement, unless the context otherwise
requires, the term the "Company" means Blonder Tongue Laboratories, Inc. and its
subsidiaries.
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by the Company with the U.S.
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are hereby incorporated by
reference in this Registration Statement, except as superseded or modified
herein:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004;
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal covered by the
annual report referred to in (a) above; and
(c) the description of the Company's common stock, par value $.001 per
share ("Common Stock"), contained in the Company's Registration
Statement on Form S-1 originally filed with the Commission on October
12, 1995, including any amendments or reports filed for the purpose of
updating such descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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
6,300 shares of the common stock and holds options to purchase 47,000 shares of
the common stock at purchase prices of $7.03 per share (5,000 shares), $6.88 per
share (15,000 shares), $6.53 per share (2,000 shares), $3.85 per share (5,000
shares), $3.40 per share (5,000 shares), $3.10 per share (5,000 shares), $2.88
per share (5,000 shares) and $2.05 per share (5,000 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), July 15, 2009 (2,000 shares), July 12, 2010 (5,000
shares), February 15, 2011 (5,000 shares), February 7, 2012 (5,000 shares), June
11, 2013, (5,000 shares), September 13, 2014 (5,000 shares) and February 1, 2015
(5,000 shares).
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law ("Delaware Law") a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director. Under current
Delaware Law, the liability of a director may not be eliminated or limited (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases or (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of this provision of the Company's Certificate of
Incorporation is to eliminate the rights of the Company and its stockholders
(through stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of the fiduciary duty of care as
a director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate the rights of the Company or any
stockholder to seek nonmonetary relief such as a injunction or rescission in the
event of a breach of a director's duty of care. In addition, the Company's
Certificate of Incorporation and Bylaws provide that the Company shall indemnify
its directors and officers to the fullest extent permitted by law.
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In addition, the Company has entered into agreements (the "Indemnification
Agreements") with each of the directors and certain officers of the Company
pursuant to which the Company agrees to indemnify such director or officer from
all claims, liabilities, expenses, judgments, fines and amounts paid in
settlement incurred by such director or officer and arising out of his capacity
as a director, officer, employee and/or agent of the Company to the maximum
extent provided by applicable law. In addition, such director or officer shall
be entitled to an advance of expenses to the maximum extent authorized or
permitted by Delaware Law to meet the obligations indemnified against.
To the extent that the Board of Directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company to
indemnify directors and officers, such repeal or limitation may not be effective
as to directors and officers who are currently parties to the Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future officers and directors of the
Company.
The Company has obtained directors' and officers' liability insurance.
There can be no assurance, however, that the Company will be able to maintain
such insurance on reasonable terms.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index on Page II-5 filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, as amended ("1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the 1934 Act that are incorporated by reference in the registration
statement.
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(2) That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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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 June 22, 2005.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ James A. Luksch
James A. Luksch, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints James A.
Luksch and Robert J. Palle, Jr., jointly and severally, his attorneys-in-fact,
each with the power of substitution, for him in any and all capacities to sign
any amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Name Title Date
/S/ JAMES A. LUKSCH Chairman of the Board June 22, 2005
James A. Luksch and Chief Executive Officer
(Principal Executive Officer)
/S/ ERIC SKOLNIK Senior Vice President June 22, 2005
Eric Skolnik and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/S/ ROBERT J. PALLE, JR. Director, President, June 21, 2005
Robert J. Palle, Jr. Chief Operating Officer
and Secretary
/S/ JOHN E. DWIGHT Director June 22, 2005
John E. Dwight
/S/ JAMES H. WILLIAMS Director June 22, 2005
James H. Williams
/S/ JAMES F. WILLIAMS Director June 22, 2005
James F. Williams
/S/ ROBERT B. MAYER Director June 22, 2005
Robert B. Mayer
/S/ GARY P. SCHARMETT Director June 22, 2005
Gary P. Scharmett
/S/ ROBERT E. HEATON Director June 22, 2005
Robert E. Heaton
/S/ STEPHEN K. NECESSARY Director June 22, 2005
Stephen K. Necessary
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EXHIBIT INDEX
Exhibit # Description Location
5.1 Opinion of Counsel Filed herein.
23.1 Consent of BDO Seidman, LLP Filed herein.
23.2 Consent of Stradley, Ronon, Contained in
Stevens & Young, LLP Exhibit 5.1 filed herein.
24.1 Power of Attorney Contained in Signature
Page on page II-4 herein.
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