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): May 24, 2005
Blonder Tongue Laboratories, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 1-14120 52-1611421
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
A. Adoption of Blonder Tongue Laboratories, Inc. 2005 Employee Equity
Incentive Plan
On May 24, 2005, the stockholders of Blonder Tongue Laboratories, Inc. (the
"Company") adopted the Blonder Tongue Laboratories, Inc. 2005 Employee Equity
Incentive Plan (the "Employee Plan"). The Employee Plan was adopted by the Board
of Directors ("Board") of the Company on February 2, 2005 and amended on March
29, 2005, subject to stockholder approval. The Employee Plan authorizes the
Compensation Committee of the Board (the "Committee") to grant equity-based and
other performance-based awards ("Awards") to executive officers and other key
employees of the Company. The purpose of the Employee Plan is to promote the
success and enhance the value of the Company by linking the personal interests
of participants to those of Company stockholders and by providing such
individuals with an incentive for outstanding performance in order to generate
superior returns to stockholders. The Employee Plan is designed to give the
Committee flexibility in structuring awards that will achieve these objectives.
The Employee Plan became effective as of February 2, 2005 and will terminate on
February 1, 2015. The Board reserves the right to terminate the Employee Plan
prior to February 1, 2015 without prejudice in any material way to the holders
of any Awards then outstanding. The aggregate number of shares reserved for
grant under the Employee Plan is 500,000 shares of Common Stock, adjusted for
any stock dividend, stock split or other subdivision or combination of the
Common Stock.
The Employee Plan will be administered by the Committee. The Committee has
the power to set, alter or change the rules, guidelines and regulations for the
administration of the Employee Plan, and to interpret the Employee Plan, any
Awards under the Employee Plan, and any and all guidelines, rules and
regulations adopted pursuant to the Employee Plan.
All executive officers and other key employees of the Company and its
subsidiaries are eligible to become participants in the Employee Plan. The
Committee will select from time to time, from among all eligible individuals,
the persons who shall be granted an Award. The Employee Plan authorizes the
Committee to grant a variety of incentive Awards to participants, including the
following:
o stock options, including both tax qualified and non-qualified options,
o stock appreciation rights, which give the participant the right to
receive the excess (if any) of the fair market value of a specified
number of shares of Common Stock at the time of exercise over the
grant price of the stock appreciation right,
o stock awards to be granted at no cost to the participant, including
grants in the form of (i) an immediate transfer of shares which are
subject to forfeiture if conditions specified by the Committee are not
met ("Restricted Stock"), and (ii) an immediate transfer of shares
which are not subject to a risk of forfeiture or a deferred transfer
of shares if and when the conditions specified by the Committee are
met ("Unrestricted Stock"), and
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o performance-based awards, in which the Committee may grant a stock
award that will entitle the holder to receive a specified number of
shares of Common Stock if certain performance goals are met.
Each Award shall be evidenced by a written Award Agreement, which shall
specify the terms and conditions of the Award, as determined by the Committee in
its discretion, subject to the limitations set forth in the Employee Plan. The
shares may be issued from authorized and unissued shares of Common Stock, the
Company's treasury stock or from shares purchased on the open market.
The number of shares with respect to which Awards may be granted under the
Employee Plan, the number of shares of Common Stock subject to any outstanding
Award, and the nature of the securities which may be issued under the Employee
Plan, in each case shall be adjusted as a result of stock splits, stock
dividends, or other subdivisions or combinations of the Common Stock, or
reorganizations, mergers, consolidations, dividends or reclassifications
affecting the Company. In particular, in the event of certain mergers of the
Company, a liquidation or dissolution of the Company, or a sale of all or
substantially all of the assets of the Company, the Committee has discretion to
cancel or exchange outstanding Awards for cash or other securities as described
in more detail in Article 12 of the Employee Plan.
The Board may, from time to time, in its discretion, amend or supplement
any provision of the Employee Plan, in whole or in part; provided however, no
amendment shall be made to modify the requirements for eligibility for
participation, to increase the number of shares of Common Stock with respect to
which Awards may be granted under the Employee Plan or extend the term of the
Employee Plan unless approved by the stockholders of the Company. No amendment
to the Employee Plan shall adversely affect the rights of participants in any
material way with respect to outstanding Awards without the consent of the
affected participants.
B. Adoption of Blonder Tongue Laboratories, Inc. 2005 Director Equity
Incentive Plan
On May 24, 2005, the stockholders of the Company adopted the Blonder Tongue
Laboratories, Inc. 2005 Director Equity Incentive Plan (the "Director Plan").
The Director Plan was adopted by the Board on February 2, 2005 and amended on
March 29, 2005, subject to stockholder approval. The Director Plan authorizes
the Board to grant equity-based awards ("Awards") to non-employee directors of
the Company. The purpose of the Director Plan is to promote the success and
enhance the value of the Company by linking the personal interests of
participants to those of Company stockholders and by providing such individuals
with an incentive for outstanding performance in order to generate superior
returns to stockholders. The Director Plan is designed to give the Board
flexibility in structuring awards that will achieve these objectives. The
Director Plan became effective as of February 2, 2005 and will terminate on
February 1, 2015. The Board reserves the right to terminate the Director Plan
prior to February 1, 2015 without prejudice in any material way to the holders
of any Awards then outstanding. The aggregate number of shares reserved for
grant under the Director Plan is 200,000 shares of Common Stock, adjusted for
any stock dividend, stock split or other subdivision or combination of the
Common Stock.
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The Director Plan will be administered by the Board. The Board has the
power to set, alter or change the rules, guidelines and regulations for the
administration of the Director Plan, and to interpret the Director Plan, any
Awards under the Director Plan, and any and all guidelines, rules and
regulations adopted pursuant to the Director Plan.
All non-employee directors of the Company are eligible to become
participants in the Director Plan as long as they have not been employed by the
Company or any subsidiary within the past six (6) months. The Board will select
from time to time, from among all eligible individuals, the persons who shall be
granted an Award. The Director Plan authorizes the Board to grant a variety of
incentive awards to participants, including the following:
o stock options, but only non-qualified options,
o stock appreciation rights, which give the participant the right
to receive the excess (if any) of the fair market value of a
specified number of shares of Common Stock at the time of
exercise over the grant price of the stock appreciation right,
and
o stock awards to be granted at no cost to the participant,
including grants in the form of (i) Restricted Stock, and (ii)
Unrestricted Stock.
Each Award shall be evidenced by a written Award Agreement, which shall
specify the terms and conditions of the Award, as determined by the Board in its
discretion, subject to the limitations set forth in the Director Plan. The
shares may be issued from authorized and unissued shares of Common Stock, the
Company' s treasury stock or from shares purchased on the open market.
The number of shares with respect to which Awards may be granted under the
Director Plan, the number of shares of Common Stock subject to any outstanding
Award, and the nature of the securities which may be issued under the Director
Plan, in each case shall be adjusted as a result of stock splits, stock
dividends, or other subdivisions or combinations of the Common Stock, or
reorganizations, mergers, consolidations, dividends or reclassifications
affecting the Company. In particular, in the event of certain mergers of the
Company, a liquidation or dissolution of the Company, or a sale of all or
substantially all of the assets of the Company, the Board has discretion to
cancel or exchange outstanding Awards for cash or other securities as described
in more detail in Article 11 of the Director Plan.
The Board may, from time to time, in its discretion, amend or supplement
any provision of the Director Plan, in whole or in part; provided however, no
amendment shall be made to modify the requirements for eligibility for
participation, to increase the number of shares of Common Stock with respect to
which Awards may be granted under the Director Plan or extend the term of the
Director Plan unless approved by the stockholders of the Company. No amendment
to the Director Plan shall adversely affect the rights of participants in any
material way with respect to outstanding Awards without the consent of the
affected participants.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1 Blonder Tongue Laboratories, Inc. 2005 Employee Equity Incentive
Plan (incorporated by reference from Appendix A to the Company's
Definitive Proxy Statement for its 2005 Annual Meeting of
Stockholders held on May 24, 2005).
Exhibit 10.2 Blonder Tongue Laboratories, Inc. 2005 Director Equity Incentive
Plan (incorporated by reference from Appendix B to the Company's
Definitive Proxy Statement for its 2005 Annual Meeting of
Stockholders held on May 24, 2005).
SIGNATURE
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/Eric Skolnik
Eric Skolnik
Senior Vice President and Chief Financial Officer
Date: May 27, 2005
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