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): November 7, 2007
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 5.03. Amendment To Articles Of Incorporation Or Bylaws; Change In Fiscal
Year.
On November 7, 2007, the Board of Directors of Blonder Tongue Laboratories,
Inc. (the "Company") adopted and approved the First Amendment to the By-laws of
the Company to amend certain sections of Article V of the By-laws to allow for
the issuance of uncertificated shares of the Company's capital stock. The Board
of Directors adopted this amendment, which became effective on November 7, 2007,
in response to new American Stock Exchange listing standards which require
securities listed on the American Stock Exchange to be eligible for a direct
registration system by January 1, 2008.
The foregoing description of the First Amendment to the By-laws is
qualified in its entirety by reference to the full text of the First Amendment
to the By-laws, a copy of which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 3.1 First Amendment to the By-laws of Blonder Tongue Laboratories, Inc.
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: November 12, 2007
Exhibit 3.1
FIRST AMENDMENT TO THE BY-LAWS OF
BLONDER TONGUE LABORATORIES, INC.
This FIRST AMENDMENT TO THE BY-LAWS OF BLONDER TONGUE LABORATORIES, INC., a
Delaware corporation (the "Corporation"), is made as of this 7th day of November
2007 by the Board of Directors of the Corporation and amends the By-laws as
follows:
1. Article V, Section 1 of the By-laws, is hereby amended to read in its
entirety as follows:
"Section 1. Certificates; Uncertificated Shares. Shares of stock of
the corporation may be certificated or uncertificated and shall be entered
in the books of the corporation and registered as they are issued. Any
certificate representing shares of stock shall be signed by, or in the name
of the corporation by the Chairman of the Board or President and by the
Secretary or Treasurer of the corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the
corporation. Within a reasonable period of time after the issuance or
transfer of uncertificated stock, the corporation shall send to the
registered owner thereof a written notice that shall contain the
information required to be set forth or stated on certificates by the
Certificate of Incorporation, these By-laws or the Delaware General
Corporation Law, as amended. Except as otherwise expressly provided by
applicable law, the rights and obligations of the holders of uncertificated
stock and the rights and obligations of the holders of certificates
representing stock of the same class and series shall be identical."
2. Article V, Section 4 of the By-laws is hereby amended to read in its
entirety as follows:
"Section 4. Lost Certificates. The Board of Directors or Chief
Executive Officer of the corporation may direct a new certificate or
certificates, or uncertificated shares, be issued in place of any
certificate or certificates theretofore issued by the corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate or certificates to be
lost, stolen or destroyed. When authorizing such issue of a new certificate
or certificates, or uncertificated shares, the Board of Directors or Chief
Executive Officer of the corporation may, in its or his discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed."
3. Article V, Section 5 of the By-laws is hereby amended to read in its
entirety as follows:
"Section 5. Transfer of Stock.
(a) Upon surrender to the corporation, or the transfer agent of
the corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority
to transfer, it shall be the duty of the corporation to issue a new
certificate or evidence of the issuance of uncertificated shares to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
(b) Upon the receipt of proper transfer instructions from the
registered owner of uncertificated shares, it shall be the duty of the
corporation to cancel such uncertificated shares, issue a new
certificate or evidence of the issuance of uncertificated shares to
the person entitled thereto, and record the transaction upon its
books."
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