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): September 12, 2006
Blonder Tongue Laboratories, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 1-14120 52-1611421
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
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.
On September 12, 2006, Blonder Tongue Investment Company ("BTIC"), a
wholly-owned subsidiary of Blonder Tongue Laboratories, Inc. (the "Company"),
entered into a Patent Purchase Agreement ("Purchase Agreement") with Moonbeam
L.L.C. ("Moonbeam"). Pursuant to the Purchase Agreement, upon closing, Moonbeam
will pay to BTIC a total of Two Million Dollars ($2,000,000) as the purchase
price for certain patent applications, provisional patent applications, patents
and related foreign patents and applications (collectively, the "Patent
Rights"). The Patent Rights deal primarily with Interdiction product lines in
the Addressable Subscriber category of equipment.
Under the terms of the Purchase Agreement, upon closing and concurrently
with the sale of the Patent Rights to Moonbeam, Blonder Tongue, its affiliates,
and its authorized agents will be granted a royalty-free, non-exclusive,
non-sublicenseable, worldwide right and license to use the Patent Rights to
make, use, distribute, lease, sell, import, export, develop, dispose of and
exploit any products covered by the Patent Rights. Further, Blonder Tongue will
be permitted to transfer its license rights to a purchaser of all or
substantially all of the operating assets of certain Blonder Tongue business
lines. Still further, Blonder Tongue (and a successor) will be granted a
non-exclusive right to use the inventions and discoveries described in any of
the patents for the purpose of further research and development of such
inventions and discoveries in connection with Blonder Tongue's business.
The Purchase Agreement is subject to certain customary conditions to
closing, including satisfactory completion of documentation. The closing is
anticipated to occur within thirty days following execution of the Purchase
Agreement.
The foregoing description of the Purchase Agreement is qualified in its
entirety by reference to the complete terms and conditions of the Purchase
Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) The following exhibits are filed herewith:
Exhibit 99.1 Patent Purchase Agreement
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FORWARD LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. These statements are neither
promises nor guarantees, are based upon assumptions and estimates that might not
be realized and are subject to risks and uncertainties that could cause actual
results to differ materially from those in the forward looking statements. These
risks and uncertainties include, but are not limited to, the timing of the
closing for the sale of the Patent Rights to Moonbeam, if at all. There are a
number of factors that may cause actual results to differ from these
forward-looking statements, including the success of marketing and sales
strategies and new product development, the price of raw materials, and general
economic and business conditions. Other risks and uncertainties that may
materially affect the Company are provided in the Company's annual reports to
shareholders and the Company's periodic reports filed with the Securities and
Exchange Commission from time to time, including reports on Forms 10-K and 10-Q.
Please refer to these documents for a more thorough description of these and
other risk factors.
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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: September 18, 2006
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