BLONDER TONGUE LABORATORIES INC (Form: 10-Q, Received: 08/14/2014 09:44:59)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014.

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 incorporation or organization)		(I.R.S. Employer 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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Number of shares of common stock, par value $.001, outstanding as of August 6, 2014: 6,216,372

The Exhibit Index appears on page 17.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

	(unaudited) June 30,			December 31,
	2014			2013
Assets
Current assets:
Cash	$	49		$	67
Accounts receivable, net of allowance for doubtful accounts of $166 and $196		4,517			3,241
Inventories		8,437			8,975
Prepaid and other current assets		569			458
Prepaid benefit costs		415			415
Total current assets		13,987			13,156
Inventories, net non-current		1,809			2,115
Property, plant and equipment, net of accumulated depreciation and amortization		3,975			3,710
License agreements, net		730			792
Intangible assets, net		2,089			2,216
Goodwill		493			493
Other assets		143			159
	$	23,226		$	22,641
Liabilities and Stockholders’ Equity
Current liabilities:
Line of credit	$	1,791		$	1,275
Current portion of long-term debt		3,965			270
Accounts payable		2,317			1,493
Accrued compensation		500			446
Income taxes payable		24			24
Other accrued expenses		150			149
Total current liabilities		8,747			3,657

Long-term debt		76			3,893
Deferred income taxes		63			63
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, 8,465 shares Issued		8			8
Paid-in capital		26,316			26,190
Accumulated deficit		(4,008	)		(3,194	)
Accumulated other comprehensive loss		(668	)		(668	)
Treasury stock, at cost, 2,248 shares		(7,308	)		(7,308	)
Total stockholders’ equity		14,340			15,028
	$	23,226		$	22,641

See accompanying notes to consolidated financial statements

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net sales	$	8,828		$	7,146		$	14,406		$	13,865
Cost of goods sold		5,353			4,694			9,174			8,925
Gross profit		3,475			2,452			5,232			4,940
Operating expenses:
Selling		881			885			1,693			1,711
General and administrative		1,252			1,314			2,470			2,534
Research and development		929			836			1,769			1,691
		3,062			3,035			5,932			5,936
Earnings (loss) from operations		413			(583	)		(700	)		(996	)
Other Expense: Interest expense (net)		(66	)		(77	)		(114	)		(146	)
Earnings (loss) before income taxes		347			(660	)		(814	)		(1,142	)
Provision (benefit) for income taxes		-			-			-			-
Net earnings (loss)	$	347		$	(660	)	$	(814	)	$	(1,142	)
Basic and diluted net earnings (loss) per share	$	0.06		$	(0.11	)	$	(0.13	)	$	(0.18	)
Basic weighted averages shares outstanding		6,216			6,216			6,216			6,216
Diluted weighted average shares outstanding		6,240			6,216			6,216			6,216

See accompanying notes to consolidated financial statements

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Six Months Ended June 30,
	2014			2013
Cash Flows From Operating Activities:
Net loss	$	(814	)	$	(1,142	)
Adjustments to reconcile net loss to cash provided by operating activities:
Stock compensation expense		126			136
Depreciation		220			233
Amortization		498			432
Provision for inventory reserves		69			-
Recovery of bad debt		(30	)		-
Changes in operating assets and liabilities:
Accounts receivable		(1,246	)		728
Inventories		775			1,027
Prepaid and other current assets		(111	)		(193	)
Other assets		16			48
Accounts payable, accrued compensation and other accrued expenses		879			(346	)
Net cash provided by operating activities		382			923
Cash Flows From Investing Activities:
Capital expenditures		(485	)		(77	)
Acquisition of licenses		(309	)		(333	)
Net cash used in investing activities		(794	)		(410	)
Cash Flows From Financing Activities:
Net (repayment of) borrowings on line of credit		516			(655	)
Repayments of debt		(122	)		(138	)
Net cash provided by (used in) financing activities		394			(793	)
Net decrease in cash		(18	)		(280	)
Cash, beginning of period	$	67		$	453
Cash, end of period	$	49		$	173
Supplemental Cash Flow Information:
Cash paid for interest	$	122		$	139
Cash paid for income taxes		-			-

See accompanying notes to consolidated financial statements.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

(unaudited)

Note 1 - Company and Basis of Presentation

Blonder Tongue Laboratories, Inc. (together with its consolidated subsidiaries, the “ Company ”) is a technology-development and manufacturing company that delivers television signal encoding, transcoding, digital transport, and broadband product solutions to the cable markets the Company serves, including the multi-dwelling unit market, the lodging/hospitality market and the institutional market including, hospitals, prisons and schools, primarily throughout the United States and Canada. The consolidated financial statements include the accounts of Blonder Tongue Laboratories, Inc. and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

The results for the second quarter of 2014 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 primarily of normal recurring accruals, necessary for a fair statement of the results of operations and cash flows for the periods presented and the consolidated balance sheet at June 30, 2014. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to 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 for the year ended December 31, 2013.

Note 2 - Liquidity

The Company’s primary sources of liquidity are its existing cash balances, cash generated from operations and amounts available under the Santander Financing (as defined in Note 6 below). As of June 30, 2014, the Company had approximately $1,791 outstanding under the Revolver (as defined in Note 6 below) and $1,718 of additional availability for borrowing under the Revolver. The Company anticipates these sources of liquidity, along with the expected refinancing of the Company’s Revolver and Term Loan (both of which expire on February 1, 2015), will be sufficient to fund its operating activities, anticipated capital expenditures and debt repayment obligations for the next twelve months.

The Company’s primary long-term obligations are for payment of interest and principal on its Revolver and Term Loan, both of which expire on February 1, 2015. The Company expects to use cash generated from operations to meet its long-term debt obligations, and expects refinancing its long-term debt obligations at maturity.

Note 3- Earnings (loss) Per Share

Earnings (loss) per share is calculated in accordance with ASC Topic 260 “Earnings Per Share,” which provides for the calculation of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options. The diluted share base excludes incremental shares of 1,967 and 1,022 related to stock options for the three month periods ended June 30, 2014 and 2013, respectively, and 1,828 and 1,458 for the six month periods ended June 30, 2014 and 2013, respectively. These shares were excluded due to their antidilutive effect.

Note 4 – New Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ ASU 2013-11 ”). ASU 2013-11 amends Accounting Standards Codification (“ ASC ”) 740, Income Taxes, by providing guidance on the financial statement presentation of an unrecognized benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The ASU does not affect the recognition or measurement of uncertain tax positions under ASC 740. ASU 2013-11 is effective for the Company for interim and annual periods beginning after December 15, 2013, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

(unaudited)

In May 2014, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2014-9, “Revenue from Contracts with Customers (Topic 606)” (“ ASU 2014-9 ”). ASU 2014-9 requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-9 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption prohibited. The Company is in the process of assessing the impact of the adoption of ASU 2014-9 on its consolidated financial statements.

The FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards updates and regulations as of June 30, 2014 that will become effective in subsequent periods; however, management of the Company does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during 2014 or 2013, and does not believe that any of those pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective.

Note 5 – Inventories

Inventories net of reserves are summarized as follows:

	June 30, 2014			December 31, 2013
Raw Materials		4,580		$	5,351
Work in process		3,567			2,815
Finished Goods		4,557			5,394
		12,704			13,560
Less current inventory		(8,437	)		(8,975	)
		4,267			4,585
Less reserve for slow moving and obsolete inventory		(2,458	)		(2,470	)
	$	1,809		$	2,115

Inventories are stated at the lower of cost, determined by the first-in, first-out (“ FIFO ”) method, or market.

The Company periodically analyzes anticipated product sales based on historical results, current backlog and marketing plans. Based on these analyses, the Company anticipates that certain products will not be sold during the next twelve months. Inventories that are not anticipated to be sold in the next twelve months, have been classified as non-current.

Approximately 60% of the non-current inventories were comprised of finished goods at both June 30, 2014 and December 31, 2013, respectively. The Company has established a program to use interchangeable parts in its various product offerings and to modify certain of its finished goods to better match customer demands. In addition, the Company has instituted additional marketing programs to dispose of the slower moving inventories.

The Company continually analyzes its slow-moving, excess and obsolete inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company establishes reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

(unaudited)

Note 6 – Debt

On August 6, 2008, the Company entered into a Revolving Credit, Term Loan and Security Agreement with Santander Bank, N.A. (formerly known as Sovereign Bank, N.A.) (“ Santander ”), pursuant to which the Company obtained an $8,000 credit facility from Santander (the “ Santander Financing ”). The Company and Santander entered into a series of amendments to the foregoing Revolving Credit, Term Loan and Security Agreement (as so amended, the “ Santander Agreement ”), including the Sixth Amendment referenced below, which, among other things, adjusted the Santander Financing to $9,350 consisting of (i) a $5,000 asset-based revolving credit facility (“ Revolver ”) and (ii) a $4,350 term loan facility (“ Term Loan ”), each expiring on February 1, 2015. The amounts which may be borrowed under the Revolver are based on certain percentages of Eligible Receivables and Eligible Inventory, as such terms are defined in the Santander Agreement. The obligations of the Company under the Santander Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries.

Under the Santander Agreement, the Revolver currently bears interest at a rate per annum equal to the prime lending rate announced from time to time by Santander (“Prime”) plus 1.25% or the LIBOR rate plus 4.00%. The Term Loan currently bears interest at a rate per annum equal to Prime plus 1.50% or the LIBOR rate plus 4.25%. Prime was 3.25% at June 30, 2014. LIBOR rate loans under the Santander Agreement may be borrowed for interest periods of one, three or six months. The LIBOR rates for interest periods of one-month, three-months and six-months were 0.15%, 0.23% and 0.33%, respectively, at June 30, 2014.

On March 28, 2014, the Company entered into a Sixth Amendment to Revolving Credit, Term Loan and Security Agreement with Santander (the “ Sixth Amendment ”) to amend the Santander Financing. The Sixth Amendment (i) reduced the maximum amount available for borrowing under the Revolver from $6,000 to $5,000, (ii) increased the interest rates applicable to the Revolver and the Term Loan by three quarters of one percent, (iii) modified the Company’s fixed charge coverage ratio covenant to eliminate the testing thereof with respect to the trailing 12-month period ended as of December 31, 2013, (iv) eliminated the fixed charge coverage ratio covenant with respect to all periods after December 31, 2013, (v) modified the minimum EBITDA covenant to (a) eliminate the testing thereof with respect to the fiscal year ended December 31, 2013, (b) change the manner of calculation thereof, and (c) impose a quarterly building minimum EBITDA covenant test, commencing with the fiscal quarter ended on March 31, 2014, and thereafter for the two fiscal quarters ending June 30, 2014, the three fiscal quarters ending September 30, 2014, the four fiscal quarters ending December 31, 2014 and thereafter quarterly on a trailing four fiscal quarter basis, (vi) reduced the advance rate applicable to Eligible Inventory (as defined in the Santander Agreement) from 50% to 35%, with a further reduction in such advance rate to 25% effective on or about June 27, 2014 and (vii) reduced the sublimit on advances against such Eligible Inventory from $3,000 to $2,000. In connection with the Sixth Amendment, the Company paid Santander an amendment fee of $45.

On November 13, 2013, the Company entered into a Fifth Amendment to Revolving Credit, Term Loan and Security Agreement with Santander (the “ Fifth Amendment ”) to amend the Santander Financing. The Fifth Amendment (i) reduced the maximum amount available for borrowing under the Revolver from $8,500 to $6,000 and (ii) modified the Company’s fixed charge coverage ratio covenant to eliminate the testing thereof with respect to the trailing 12-month period ended as of September 30, 2013.

On March 27, 2013, the Company entered into a Fourth Amendment to Revolving Credit, Term Loan and Security Agreement with Santander (the “ Fourth Amendment ”), to amend the Santander Financing. The Fourth Amendment (i) increased the interest rates applicable to the Revolver and the Term Loan by one half of one percent, effective as of April 1, 2013, subject to being reduced by one quarter of one percent effective as of the date on which the Company delivered to Santander its financial statements for the fiscal quarter ending June 30, 2013, evidencing compliance with the Santander Agreement and continuing compliance with the Santander Agreement through such date of delivery, and further reduced by an additional one quarter of one percent if, and effective as of the date on which the Company delivered to Santander its audited financial statements for the fiscal year ending December 31, 2013, evidencing compliance with the Santander Agreement and continuing compliance with the Santander Agreement through such date of delivery; (ii) retroactively effective as of December 31, 2012, eliminated the minimum net income covenant and replaced the same with a minimum EBITDA covenant tested as of and for the fiscal year ended December 31, 2012 and as of and for each subsequent fiscal year ending on December 31 thereafter, (iii) modified the definition of Net Income (as defined in the Santander Agreement), retroactively effective as of December 31, 2012; and (iv) modified the fixed charge coverage ratio, effective for each of the trailing four fiscal quarters ending in 2013. The Company (i) was in compliance with the Santander Agreement as of June 30, 2013 and, accordingly, the interest rates applicable to both the Revolver and the Term Loan were decreased by one quarter of one percent, effective as of August 14, 2013, and (ii) entered into the Sixth Amendment prior to the date on which it was required to deliver its audited financial statements for the fiscal year ended December 31, 2013 and, accordingly, further interest rate adjustments contemplated by the Fourth Amendment were superseded by increases in the Revolver and Term Loan interest rates implemented pursuant to the Sixth Amendment.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

(unaudited)

Upon termination of the Revolver, all outstanding borrowings under the Revolver are due. The outstanding principal balance of the Revolver was $1,791 at June 30, 2014. The Term Loan requires equal monthly principal payments of approximately $18 each, plus interest, with the remaining balance due at maturity. The outstanding principal balance of the Term Loan was $3,900 at June 30, 2014.

The Santander Agreement contains customary representations and warranties as well as affirmative and negative covenants, including certain financial covenants. The Santander Agreement contains customary events of default, including, among others, non-payment of principal, interest or other amounts when due.

Note 7 – Related Party Transactions

As of June 30, 2014 and December 31, 2013, the Chief Executive Officer was indebted to the Company in the amount of $113 and $117, respectively, for which no interest has been charged. This indebtedness arose from a series of cash advances, the latest of which was advanced in February 2002 and is included in other assets at June 30, 2014 and December 31, 2013. Payments on this indebtedness ceased in November 2008 when the Chief Executive Officer filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code and the indebtedness became subject to the automatic stay provisions of the United States Bankruptcy Code. On July 29, 2009 a plan of reorganization in connection with the Chief Executive Officer’s bankruptcy case was confirmed by the United States Bankruptcy Court for the District of New Jersey.

Under the confirmed plan of reorganization, the Chief Executive Officer will be obligated to pay a pro-rata share, with all other unsecured pre-petition obligations, of the excess, if any, of his disposable income after the payment of all administrative claims and other expenses. The actual amount that the Company may expect to receive pursuant to the confirmed plan and the date on which required payments would commence are not presently determinable. Since May 2010, however, the Chief Executive Officer has made elective payments to the Company to reduce the indebtedness. Such elective payments aggregated $27 through June 30, 2014.

Note 8 – 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, results of operations, or cash flows.

In addition, on June 19, 2012, K Tech Telecommunications, Inc. (“ K Tech ”) filed a patent infringement complaint against the Company and its wholly owned subsidiary R.L. Drake Holdings, LLC (“ RLD ”) in the U.S. District Court for the Central District of California (the “ District Court ”), captioned as K Tech v. Blonder Tongue Laboratories, Inc. and R.L. Drake Holdings, LLC , CV12-05316 (the “ Litigation ”). K Tech subsequently filed an amended complaint to add R.L. Drake, LLC as an additional defendant. The Litigation alleged that the Company and RLD infringe one or more claims of U.S. Patent Nos. 6,785,903, 7,487,533, 7,761,893, and 7,984,469 (the “ K Tech Patents ”) and sought (a) a finding of patent infringement; (b) an injunction against the Company and RLD from further alleged infringement; (c) an award of actual damage suffered by K Tech; and (d) an award of costs relating to the Litigation. The Litigation complaint alleged that Company products DQMx-01, DQMx-02, DQMx-03, DQMx-04, DQMx-10, DQMx-11, DQMx-12, DQMx-13, DQMx-20, DQMx-21, DQMx-22, DQMx-30, DQMx-31, DQMx-40, and MUX-2D-QAM infringe one or more of the K Tech Patents, and alleges that RLD products MQM6000l, MQM10000, DQT1000, and MEQ1000 infringe one or more of the K Tech Patents. All of the aforementioned products are part of the Company’s digital headend product category. On August 29, 2013, the District Court ruled in the Company’s and RLD’s favor on their motion for summary judgment. In particular, the District Court held that three of K Tech’s patents relating to systems and methods for updating the channel information contained in digital television signals, U.S. Patent Nos. 6,785,903, 7,481,533 and 7,761,893 (the “ Specified Patents ”), were invalid because they were rendered obvious by prior art. The District Court agreed with the Company’s and RLD’s argument that all of the patent claims K Tech had asserted under the Specified Patents were invalid by reason of the prior art of, among others, Zenith Electronics Corporation and DiviCom, Inc. (both of which companies had offered for sale products capable of modifying PSIP data prior to the date of K Tech’s earliest patent priority date of April 5, 2000).

K Tech appealed the District Court’s ruling to the U.S. Court of Appeals for the Federal Circuit. On April 16, 2014 the U.S. Court of Appeals for the Federal Circuit affirmed the District Court’s ruling.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

(unaudited)

Note 9 – Subsequent Events

The Company has evaluated subsequent events through the filing of its consolidated financial statements with the SEC.

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 regarding future events 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, the Securities Act of 1933 and the Securities Exchange Act of 1934 provide safe harbors for forward-looking statements. In order to comply with the terms of these safe harbors, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially and adversely 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,” “target,” “intend,” “plan,” “seek,” “estimate,” “endeavor,” “should,” “could,” “may” and similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to projections for our future financial performance, our anticipated growth trends in our business and other characterizations of future events or circumstance are 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. The Company 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, 2013 (See Item 1 – Business; Item 1A – Risk Factors; Item 3 – Legal Proceedings and Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations).

General

The Company was incorporated in November, 1988, under the laws of Delaware as GPS Acquisition Corp. for the purpose of acquiring the business of Blonder-Tongue Laboratories, Inc., a New Jersey corporation, which was founded in 1950 by Ben H. Tongue and Isaac S. Blonder to design, manufacture and supply a line of electronics and systems equipment principally for the private cable industry. Following the acquisition, the Company changed its name to Blonder Tongue Laboratories, Inc. The Company completed the initial public offering of its shares of Common Stock in December, 1995.

Today the Company is a technology-development and manufacturing company that delivers television signal encoding, transcoding, digital transport and broadband product solutions for a broad range of applications. The markets served include cable television systems, multi-dwelling unit communities, the lodging/hospitality market, and institutional systems, including hospitals, prisons and schools. The technology requirements of these markets change rapidly and the Company’s research and development team is continually delivering high performance-lower cost solutions to meet customers’ needs.

The Company’s strategy is focused on the development of products for digital signal generation and transmission. Since 2008, the Company has entered into and renewed various agreements for technologies in concert with the development of its digital encoder and EdgeQAM line of products. As a result, the Company continues to significantly expand its digital product lines. The continuing evolution of the Company’s product lines will focus on the increased needs created in the digital space by Internet Protocol Television (“ IPTV ”), digital standard definition (“ SD ”) and high definition (“ HD ”) video content and the transport of these signals over state of the art broadband networks.

The Company has seen a continuing long-term shift in product mix from analog products to digital products and expects this shift to continue. Sales of digital video headend products were $5,122,000 and $3,216,000 in the second three months of 2014 and 2013, respectively and $7,526,000 and $6,408,000 in the first six months of 2014 and 2013, respectively. Sales of analog video headend products were $1,990,000 and $1,312,000 in the second three months of 2014 and 2013, respectively and $3,661,000 and $2,595,000 in the first six months of 2014 and 2013, respectively. Any substantial decrease in sales of analog products without a related increase in digital products could have a material adverse effect on the Company’s results of operations, financial condition and cash flows.

In April 2010, the Company obtained a $4.1 million purchase commitment for the first member of its EdgeQAM family of products (the EQAM-400) from World Cinema Inc. (“ World Cinema” ), a supplier of free-to-guest digital and HD television to the hospitality market. These shipments were made in the second and third quarters of 2010, during which time the EQAM-400 was exclusive to World Cinema. Since then, the parties had extended the exclusivity arrangement on a number of occasions, with the most recent extension expiring at the end of 2013. In connection with the most recent extension, World Cinema committed to purchase approximately $1.5 million of EQAM-400 from the fourth quarter of 2012 through the fourth quarter of 2013. World Cinema’s purchases of this product were $429,000 in both the three and six months ended June 30, 2013. World Cinema did not extend this exclusivity arrangement into 2014 with further purchase commitments, and World Cinema did not purchase any of this product in the first six months of 2014. Nevertheless, the Company anticipates that World Cinema will continue to purchase the EQAM-400 from Blonder as needed in the normal course of its business, but will not commit to any minimum dollar amount. The EQAM-400 accepts HD content received by satellite via its IP Gigabit Ethernet (GbE) input, adds content protection by utilizing Pro:Idiom™ encryption, and QAM modulates it for distribution over standard coax networks.

On February 1, 2012, the Company’s wholly-owned subsidiary, R. L. Drake Holdings, LLC (“ RLD ”), a Delaware limited liability company, acquired substantially all of the assets and assumed certain specified liabilities of R. L. Drake, LLC, a Delaware limited liability company (“ Seller ”) (the “ RLD Acquisition ”), pursuant to an Asset Purchase Agreement of even date, by and among RLD, Seller, R. L. Drake Acquisition Corporation, a Delaware corporation, and WBMK Holding Company, an Ohio corporation, as amended by a certain First Amendment to Asset Purchase Agreement dated February 3, 2012 (as so amended, the “ Asset Purchase Agreement ”). The purchase price was approximately $7,020,000, which included a working capital adjustment of approximately $545,000, plus contingent purchase price payments of up to $1,500,000 in the aggregate that may be made over the three-year period after closing if certain financial results are realized. At the time of the acquisition, RLD manufactured and distributed products similar to those historically produced by the Company. The acquisition allowed the Company to leverage the combined research and development and sales and marketing departments to shorten the development and manufacturing cycle and deliver a more complete compliment of business and product solutions for the markets the Company serves.

On March 28, 2014, the Company received a blanket purchase order from a large national retail electronics chain for over $4,500,000 of the Company’s products, which will be used to upgrade more than 1,000 stores around the country. The Company entered into a master supply contract with this customer, in anticipation of receipt of purchase orders. In accordance with the master supply contract and the subsequent blanket purchase order, $2,793,000 of sales were recorded in the second quarter and the remaining $1,707,000 of sales are expected to occur during the third quarter of 2014, assuming the project remains on schedule and is fully implemented as planned.

The Company’s manufacturing is allocated primarily between its facility in Old Bridge, New Jersey (“ Old Bridge Facility ”) and a key contract manufacturer located in the People’s Republic of China (“ PRC ”). The Company currently manufactures most of its digital products, including the latest encoder and EdgeQAM collections at the Old Bridge Facility. Since 2007 the Company has transitioned and continues to manufacture certain high volume, labor intensive products, including many of the Company’s analog products, in the PRC, pursuant to a manufacturing agreement that governs the production of products that may from time to time be the subject of purchase orders submitted by (and in the discretion of) the Company. The Company may transition additional products to the PRC if determined by the Company to be advantageous based upon changing business and market conditions. Manufacturing products both at the Company’s Old Bridge Facility as well as in the PRC, enables the Company to realize cost reductions while maintaining a competitive position and time-to-market advantage.

The Company may, from time to time, provide manufacturing, research and development and product support services for other companies’ products. In this regard, the Company provided these services in connection with contract manufacturing an electronic on-board recorder for XRS Corporation (“ XRS ”). Sales of this product were $1,070,000 and $2,030,000 in the three and six months ended June 30, 2013, respectively. During the second quarter of 2013, the Company was advised by XRS that it had undertaken a redesign of its core product through a third party, and XRS invited the Company to participate in the bidding process to contract manufacture the newly designed product. While the Company provided XRS with this bid, the Company was advised by XRS in February 2014 that it was not chosen to perform this manufacturing function. Accordingly, the Company does not anticipate additional sales to XRS unless and until the Company is again invited to bid for contract manufacturing of the new design and is a successful bidder. XRS has advised the Company that it may again be asked to bid to provide contract manufacturing services in connection with this newly designed product in the later part of 2014; however, there can be no assurance that the Company will be asked to bid or that if it does bid, such bid will be successful. The Company does, however, continue to provide repair services to XRS in connection with the prior design and expects that work to continue throughout 2014. While the sales attributable to such repair services are not material, they do allow the Company to maintain a continuing connection and dialog with this customer in anticipation of future contract manufacturing opportunities.

Results of Operations

Second three months of 2014 Compared with second three months of 2013

Net Sales. Net sales increased $1,682,000, or 23.5%, to $8,828,000 in the second three months of 2014 from $7,146,000 in the second three months of 2013. The increase is primarily attributed to an increase in digital video headend products and analog video headend products offset by a decrease in sales of contract manufactured products. Sales of digital video headend products were $5,122,000 and $3,216,000, analog video headend products were $1,990,000 and $1,312,000 and contract manufactured products were $134,000 and $1,070,000 in the second three months of 2014 and 2013, respectively. The reduction in sales of contract-manufactured products is directly related to the reduction in sales to XRS described above. The Company does not expect contract-manufactured product sales generally, or such sales to XRS in particular, to materially contribute to the Company’s net sales in the foreseeable future.

Cost of Goods Sold. Cost of goods sold increased to $5,353,000 for the second three months of 2014 from $4,694,000 for the second three months of 2013, but decreased as a percentage of sales to 60.6% from 65.7%. The increase was primarily due to an increase in overall sales. The decrease as a percentage of sales was primarily attributed to a more favorable product mix.

Selling Expenses. Selling expenses decreased to $881,000 for the second three months of 2014 from $885,000 in the second three months of 2013, and decreased as percentage of sales to 10.0% for the second three months of 2014 from 12.4% for the second three months of 2013. The $4,000 decrease was primarily the result of a decrease in royalty expenses of $17,000 offset by an increase in salary expense (including fringe benefits) of $56,000 due to an increase in headcount. The percentage decrease was primarily the result of increased sales.

General and Administrative Expenses. General and administrative expenses decreased to $1,252,000 for the second three months of 2014 from $1,314,000 for the second three months of 2013, and decreased as a percentage of sales to 14.2% for the second three months of 2014 from 18.4% for the second three months of 2013. The $62,000 decrease was primarily the result of an insurance reimbursement of $76,000. The percentage decrease was primarily the result of increased sales.

Research and Development Expenses. Research and development expenses increased to $929,000 in the second three months of 2014 from $836,000 in the second three months of 2013, but decreased as a percentage of sales to 10.5% for the second three months of 2014 from 11.7% for the second three months of 2013. This $93,000 increase is primarily the result of an increase in salary expense (including fringe benefits) of $69,000 related to an increase in headcount and an increase in consulting fees of $59,000. The percentage decrease was primarily the result of increased sales.

Operating Income (Loss). Operating income of $413,000 for the second three months of 2014 represents an increase from the operating loss of $(583,000) for the second three months of 2013. Operating income (loss) as a percentage of sales was 4.7% in the second three months of 2014 compared to (8.2%) in the second three months of 2013.

Other Expense. Interest expense decreased to $66,000 in the second three months of 2014 from $77,000 in the second three months of 2013. The decrease is the result of lower average borrowings at relatively the same interest rate.

First six months of 2014 Compared with first six months of 2013

Net Sales. Net sales increased $541,000, or 3.9%, to $14,406,000 in the first six months of 2014 from $13,865,000 in the first six months of 2013. The increase is primarily attributed to an increase in digital video headend products and an increase in analog video headend products offset by a decrease in sales of contract manufactured products. Sales of digital video headend products were $7,526,000 and $6,408,000, analog video headend products were $3,661,000 and $2,595,000 and contract manufactured products were $214,000 and $2,030,000 in the first six months of 2014 and 2013, respectively. The reduction in sales of the contract manufactured products is directly related to the reduction in sales to XRS described above. The Company does not expect contract-manufactured product sales generally, or such sales to XRS in particular, to materially contribute to the Company’s net sales in the foreseeable future.

Cost of Goods Sold. Cost of goods sold increased to $9,174,000 for the first six months of 2014 from $8,925,000 for the first six months of 2013, but decreased as a percentage of sales to 63.7% from 64.4%. The increase was primarily due to an increase in overall sales. The decrease as a percentage of sales was primarily attributed to a more favorable product mix.

Selling Expenses. Selling expenses decreased to $1,693,000 for the first six months of 2014 from $1,711,000 in the first three months of 2013, and decreased as percentage of sales to 11.8% for the first six months of 2014 from 12.3% for the first six months of 2013. The $18,000 decrease was primarily the result of a decrease in royalty expense of $20,000. The percentage decrease was primarily the result of increased sales.

General and Administrative Expenses. General and administrative expenses decreased to $2,470,000 for the first six months of 2014 from $2,534,000 for the first six months of 2013, and decreased as a percentage of sales to 17.2% for the first six months of 2014 from 18.3% for the first six months of 2013. The $64,000 decrease was primarily the result of an insurance reimbursement of $76,000. The percentage decrease was primarily the result of increased sales.

Research and Development Expenses. Research and development expenses increased to $1,769,000 in the first six months of 2014 from $1,691,000 in the first six months of 2013, and increased as a percentage of sales to 12.3% for the first six months of 2014 from 12.2% for the first six months of 2013. This $78,000 increase is primarily the result of an increase in consulting fees of $67,000. The percentage being constant was primarily the result of increased sales.

Operating Income (Loss). Operating loss of $(700,000) for the first six months of 2014 represents a decrease from the operating loss of $(996,000) for the first six months of 2013. Operating loss as a percentage of sales was (4.9%) in the first six months of 2014 compared to (7.2%) in the first six months of 2013.

Other Expense. Interest expense decreased to $114,000 in the first six months of 2014 from $146,000 in the first six months of 2013. The decrease is the result of lower average borrowings at relatively the same interest rate.

Liquidity and Capital Resources

As of June 30, 2014 and December 31, 2013, the Company’s working capital was $5,240,000 and $9,499,000, respectively. The decrease in working capital is primarily due to the reclassification of the Santander Term Loan of $3,900,000 from long term to short term and an increase in accounts payable of $824,000 offset by an increase in accounts receivable of $1,246,000.

The Company’s net cash provided by operating activities for the six month period ended June 30, 2014 was $382,000, primarily due to a decrease in inventories of $775,000 due to an increase in sales and an increase in accounts payable, accrued compensation and other accrued expenses of $879,000 offset by an increase in accounts receivable of $1,246,000 resulting from increased sales.

Cash used in investing activities for the six month period ended June 30, 2014 was $794,000, of which $309,000 was attributable to acquisition of licenses and $485,000 was attributable to capital expenditures.

Cash provided by financing activities was $394,000 for the first six months of 2014, which was comprised of net borrowings on the Revolver of $516,000 offset by repayment of debt of $122,000.

On August 6, 2008, the Company entered into a Revolving Credit, Term Loan and Security Agreement with Santander Bank, N.A. (formerly known as Sovereign Bank, N.A.) (“ Santander ”), pursuant to which the Company obtained an $8,000,000 credit facility from Santander (the “ Santander Financing ”). The Company and Santander entered into a series of amendments to the foregoing Revolving Credit, Term Loan and Security Agreement (as so amended, the “ Santander Agreement ”), including the Sixth Amendment referenced below, which, among other things, adjusted the Santander Financing to $9,350,000 consisting of (i) a $5,000,000 asset-based revolving credit facility (“ Revolver ”) and (ii) a $4,350,000 term loan facility (“ Term Loan ”), each expiring on February 1, 2015. The amounts which may be borrowed under the Revolver are based on certain percentages of Eligible Receivables and Eligible Inventory, as such terms are defined in the Santander Agreement. The obligations of the Company under the Santander Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries.

On March 28, 2014, the Company entered into a Sixth Amendment to Revolving Credit, Term Loan and Security Agreement with Santander (the “ Sixth Amendment ”) to amend the Santander Financing. The Sixth Amendment (i) reduced the maximum amount available for borrowing under the Revolver from $6,000,000 to $5,000,000, (ii) increased the interest rates applicable to the Revolver and the Term Loan by three quarters of one percent, (iii) modified the Company’s fixed charge coverage ratio covenant to eliminate the testing thereof with respect to the trailing 12-month period ended as of December 31, 2013, (iv) eliminated the fixed charge coverage ratio covenant with respect to all periods after December 31, 2013, (v) modified the minimum EBITDA covenant to (a) eliminate the testing thereof with respect to the fiscal year ended December 31, 2013, (b) change the manner of calculation thereof, and (c) impose a quarterly building minimum EBITDA covenant test, commencing with the fiscal quarter ended on March 31, 2014, and thereafter for the two fiscal quarters ending June 30, 2014, the three fiscal quarters ending September 30, 2014, the four fiscal quarters ending December 31, 2014 and thereafter quarterly on a trailing four fiscal quarter basis, (vi) reduced the advance rate applicable to Eligible Inventory (as defined in the Santander Agreement) from 50% to 35%, with a further reduction in such advance rate to 25% effective on or about June 27, 2014 and (vii) reduced the sublimit on advances against such Eligible Inventory from $3,000,000 to $2,000,000. In connection with the Sixth Amendment, the Company paid Santander an amendment fee of $45,000.

On November 13, 2013, the Company entered into a Fifth Amendment to Revolving Credit, Term Loan and Security Agreement with Santander (the “ Fifth Amendment ”) to amend the Santander Financing. The Fifth Amendment (i) reduced the maximum amount available for borrowing under the Revolver from $8,500,000 to $6,000,000 and (ii) modified the Company’s fixed charge coverage ratio covenant to eliminate the testing thereof with respect to the trailing 12-month period ended as of September 30, 2013.

On March 27, 2013, the Company entered into a Fourth Amendment to Revolving Credit, Term Loan and Security Agreement with Santander (the “ Fourth Amendment ”), to amend the Santander Financing. The Fourth Amendment (i) increased the interest rates applicable to the Revolver and the Term Loan by one half of one percent, effective as of April 1, 2013, subject to being reduced by one quarter of one percent effective as of the date on which the Company delivered to Santander its financial statements for the fiscal quarter ending June 30, 2013, evidencing compliance with the Santander Agreement and continuing compliance with the Santander Agreement through such date of delivery, and further reduced by an additional one quarter of one percent, effective if, and as of the date on which the Company delivered to Santander its audited financial statements for the fiscal year ending December 31, 2013, evidencing compliance with the Santander Agreement and continuing compliance with the Santander Agreement through such date of delivery; (ii) retroactively effective as of December 31, 2012, eliminated the minimum net income covenant and replaced the same with a minimum EBITDA covenant tested as of and for the fiscal year ended December 31, 2012 and as of and for each subsequent fiscal year ending on December 31 thereafter, (iii) modified the definition of Net Income (as defined in the Santander Agreement), retroactively effective as of December 31, 2012; and (iv) modified the fixed charge coverage ratio, effective for each of the trailing four fiscal quarters ending in 2013. The Company (i) was in compliance with the Santander Agreement as of June 30, 2013 and, accordingly, the interest rates applicable to both the Revolver and the Term Loan were decreased by one quarter of one percent, effective as of August 14, 2013, and (ii) entered into the Sixth Amendment prior to the date on which it was required to deliver its audited financial statements for the fiscal year ended December 31, 2013 and, accordingly, further interest rate adjustments contemplated by the Fourth Amendment were superseded by increases in the Revolver and Term Loan interest rates implemented pursuant to the Sixth Amendment..

Upon termination of the Revolver, all outstanding borrowings under the Revolver are due. The outstanding principal balance of the Revolver was $1,791,000 at June 30, 2014. The Term Loan requires equal monthly principal payments of approximately $18,000 each, plus interest, with the remaining balance due at maturity. The outstanding principal balance of the Term Loan was $3,900,000 at June 30, 2014.

The Company’s primary sources of liquidity are its existing cash balances, cash generated from operations and amounts available under the Santander Financing. As of June 30, 2014, the Company had approximately $1,791,000 outstanding under the Revolver and $1,718,000 of additional availability for borrowing under the Revolver. As a result of the implementation of the Sixth Amendment, the Company’s liquidity will be reduced. The Company anticipates these sources of liquidity, along with the expected refinancing of the Company’s Revolver and Term Loan (both of which expire on February 1, 2015), will be sufficient to fund its operating activities, anticipated capital expenditures and debt repayment obligations for the next twelve months. The Company considers opportunities to refinance its existing indebtedness based on market conditions. Although the Company may refinance all or part of its existing indebtedness in the future and will be required to do so by February 1, 2015, there can be no assurances that a refinancing will be available on acceptable terms or at all.

The Company’s primary long-term obligations are for payment of interest and principal on the Company’s long-term debt. The Company expects to use cash generated from operations to meet its long-term debt obligations, and anticipates refinancing its long-term debt obligations on or before maturity as described above. Changes in the Company’s operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may require the Company to seek additional debt or equity financing. There can be no assurance that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. The Company also expects to make financed and unfinanced long-term capital expenditures from time to time in the ordinary course of business, which capital expenditures were $485,000 and $154,000 in the six months ended June 30, 2014 and the year ended December 31, 2013, respectively. The Company expects to use cash generated from operations, amounts available under its credit facility and purchase-money financing to meet any anticipated long-term capital expenditures.

New Accounting Pronouncements

See Note 4 of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on the Company’s consolidated financial position and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at June 30, 2014.

During the quarter ended June 30, 2014, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In addition, on June 19, 2012, K Tech Telecommunications, Inc. (“ K Tech ”) filed a patent infringement complaint against the Company and its wholly owned subsidiary R.L. Drake Holdings, LLC (“ RLD ”) in the U.S. District Court for the Central District of California (the “ District Court ”), captioned as K Tech v. Blonder Tongue Laboratories, Inc. and R.L. Drake Holdings, LLC , CV12-05316 (the “ Litigation ”). K Tech subsequently filed an amended complaint to add Seller as an additional defendant. The Litigation alleged that the Company and RLD infringe one or more claims of U.S. Patent Nos. 6,785,903, 7,487,533, 7,761,893, and 7,984,469 (the “ K Tech Patents ”) and sought (a) a finding of patent infringement; (b) an injunction against the Company and RLD from further alleged infringement; (c) an award of actual damage suffered by K Tech; and (d) an award of costs relating to the Litigation. The Litigation complaint alleged that Company products DQMx-01, DQMx-02, DQMx-03, DQMx-04, DQMx-10, DQMx-11, DQMx-12, DQMx-13, DQMx-20, DQMx-21, DQMx-22, DQMx-30, DQMx-31, DQMx-40, and MUX-2D-QAM infringe one or more of the K Tech Patents, and alleges that RLD products MQM6000l, MQM10000, DQT1000, and MEQ1000 infringe one or more of the K Tech Patents. All of the aforementioned products are part of the Company’s digital headend product category. On August 29, 2013, the District Court ruled in the Company’s and RLD’s favor on their motion for summary judgment. In particular, the District Court held that three of K Tech’s patents relating to systems and methods for updating the channel information contained in digital television signals, U.S. Patent Nos. 6,785,903, 7,481,533 and 7,761,893 (the “ Specified Patents ”), were invalid because they were rendered obvious by prior art. The District Court agreed with the Company’s and RLD’s argument that all of the patent claims K Tech had asserted under the Specified Patents were invalid by reason of the prior art of, among others, Zenith Electronics Corporation and DiviCom, Inc. (both of which companies had offered for sale products capable of modifying PSIP data prior to the date of K Tech’s earliest patent priority date of April 5, 2000).

As of June 30, 2014, the Company’s Chief Executive Officer was indebted to the Company in the amount of $113,000 for which no interest has been charged. This indebtedness arose from a series of cash advances made to the Chief Executive Officer, the latest of which was advanced in February, 2002. Payments on this indebtedness ceased in November 2008 when the Chief Executive Officer and his spouse filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code and the indebtedness became subject to the automatic stay provisions of the United States Bankruptcy Code. On July 29, 2009 a plan of reorganization in connection with the Chief Executive Officer’s bankruptcy case was confirmed by the United States Bankruptcy Court for the District of New Jersey.

Under the confirmed plan of reorganization, the Chief Executive Officer will be obligated to pay to the Company a pro-rata share, with all other unsecured pre-petition obligations, of the excess, if any, of his disposable income after the payment of all administrative claims and other expenses. The actual amount that the Company may expect to receive pursuant to the confirmed plan and the date on which required payments would commence are not presently determinable. Since May 2010, however, the Chief Executive Office has made elective payments to the Company to reduce the indebtedness. Such elective payments aggregated $27,000 through June 30, 2014.

ITEM 6. EXHIBITS

The exhibits are listed in the Exhibit Index appearing at page 17 herein.

SIGNATURES

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, thereunto duly authorized.

	BLONDER TONGUE LABORATORIES, INC.

Date: August 14, 2014	By:	/s/ James A. Luksch
		James A. Luksch
		Chief Executive Officer

	By:	/s/ Eric Skolnik
		Eric Skolnik
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX

Exhibit #	Description	Location
3.1	Restated Certificate of Incorporation of Blonder Tongue Laboratories, Inc.	Incorporated by reference from Exhibit 3.1 to S-1 Registration Statement No. 33-98070 originally filed October 12, 1995, as amended.
3.2	Restated Bylaws of Blonder Tongue Laboratories, Inc., as amended.	Incorporated by reference from Exhibit 3.2 to Annual Report on Form 10-K/A originally filed May 9, 2008.
10.1	Blonder Tongue Laboratories, Inc. 2005 Employee Equity Incentive Plan, as amended and restated.	Incorporated by reference from Appendix A to Registrant’s Definitive Proxy Statement for its 2014 Annual Meeting of Stockholders held on May 21, 2014.
10.2	Blonder Tongue Laboratories, Inc. 2005 Director Equity Incentive Plan, as amended and restated.	Incorporated by reference from Appendix B to Registrant’s Definitive Proxy Statement for its 2014 Annual Meeting of Stockholders held on May 21, 2014.
10.3	Blonder Tongue Laboratories, Inc. Executive Stock Purchase Plan	Incorporated by reference from Exhibit 99.1 to Registrant’s Current Report on Form 8-K dated June 16, 2014, filed June 20, 2014.
10.4	Form of Option Agreement under the 2005 Employee Equity Incentive Plan, as amended and restated.	Filed herewith.
10.5	Form of Option Agreement under the 2005 Director Equity Incentive Plan, as amended and restated.	Filed herewith.
31.1	Certification of James A. Luksch pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
31.2	Certification of Eric Skolnik pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32.1	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.	Furnished herewith.
101.1*	Interactive data files	Furnished herewith.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

EXHIBIT 10.4

BLONDER TONGUE LABORATORIES, INC.

AMENDED AND RESTATED 2005 EMPLOYEE EQUITY INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT is made and entered into as of this ____ day of ________________, 20____, by and between BLONDER TONGUE LABORATORIES, INC. a Delaware corporation (the “ Company ”), and __________________ (“ Optionee ”).

Background

The Optionee is a key employee of the Company and possesses knowledge, experience and skill necessary for the Company’s future growth and success. The Company has adopted the Blonder Tongue Laboratories, Inc. 2005 Employee Equity Incentive Plan, as amended and restated (the “ Plan ”). Pursuant to and in accordance with the Plan, the Company desires to grant to the Optionee an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, to purchase shares of the Company’s Common Stock as more fully set forth below. Capitalized terms used in this Agreement and not otherwise defined herein, shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and intending to be legally bound, it is agreed as follows:

1. Option to Purchase Shares . The Company hereby grants to the Optionee an Option (the “ Option ”), pursuant to the Plan, to purchase up to _______________ (____________) shares of the Company’s Common Stock (the “ Stock ”). The Option Price for each share of Stock shall be ______________________ ($_______), which is acknowledged to be 100% of the Fair Market Value (defined in the Plan) of each share of Stock as of ________________________, the date of grant (or at least 110% of such Fair Market Value if the Optionee owns, or is deemed to own pursuant to Section 424(d) of the Code, more than 10% of the total combined voting power of all classes of stock of the Company). The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“ Exercise Period(s) ”) set forth in the following table:

Number of Shares		Exercise Period

______________________ (_________) Shares		___________________ ¹ through __________________

______________________ (_________) Shares		___________________1 through __________________

______________________ (_________) Shares		___________________1 through __________________

2. Manner of Exercise and Terms of Payment . The Option may be exercised in whole or in part, subject to the limitations set forth in this Agreement, upon delivery to the Company (to the attention of the Chief Financial Officer or his designee) of a notice of exercise in the form attached hereto as Exhibit A , accompanied by full payment of the Option Price for the shares of Stock with respect to which the Option is exercised. Full payment shall be (i) by cashier’s check, certified check or wire transfer of immediately available funds (each, a “ Cash Payment ”), which must be received by the Company by the close of business (i.e., 5:00 p.m. EST) on the business day immediately following the date the notice of exercise is delivered, provided, however, that if a Cash Payment is not so received by the Company, Optionee shall be deemed, for all purposes, to have elected to pay the Option Price by means of a Cashless Exercise (as defined below), (ii) by withholding a sufficient number of shares having a Fair Market Value equal to the Option Price for the shares of stock with respect to which the Option is exercised (a, “ Cashless Exercise ”), or (iii) if and as permitted by the Committee in its sole discretion, by tendering stock of the Company, all as provided in the Plan. Each notice of exercise shall be deemed delivered to the Company on the date and time specified in Section 11(b) below, provided however, that any such notice of exercise which is deemed delivered on a date on which the NYSE MKT is closed, or at a time after the closing of the NYSE MKT stock market, shall be deemed delivered on the immediately following business day, which date shall be deemed the date of exercise for all purposes.

The Exercise Period for these options shall commence on the Acceleration Date, if earlier. The “ Acceleration Date ” is 12:01 a.m. on the date of termination of Optionee’s employment with the Company by reason of Optionee’s death, retirement after reaching the age of 65 years, or by reason of Optionee’s retirement after becoming permanently disabled.

3. Termination of Option .

(a) Expiration or Termination of Employment . Except as specifically provided in Section 3(b) and 3(c) hereof, the Option granted hereunder shall terminate as of the close of business on the earliest to occur of the date of (i) expiration of the Exercise Period, (ii) an event of default or breach by the Optionee of the terms and conditions of this Agreement, or (iii) termination of the Optionee’s employment with the Company for cause. If the Optionee’s employment is terminated other than for cause, death (as provided in subsection (b) below), or retirement or disability (both as provided in subsection (c) below), the Optionee must exercise his Option, if at all and to the extent then exercisable, within 30 days from the date of such termination, in accordance with the terms of the Plan and this Agreement.

(b) Death of Optionee . If the Optionee dies prior to the exercise of the Option in full, the Option may be exercised by the Optionee’s executors, administrators or heirs within one year after the date of the Optionee’s death, provided death occurred during the Optionee’s employment with the Company, or within three months following the termination of the Optionee’s employment with the Company, by reason of the Optionee’s retirement after reaching the age of 65 years or the Optionee’s retirement after becoming permanently disabled. Such Option may be so exercised by the Optionee’s executors, administrators or heirs only with respect to that number of shares of Stock which the Optionee had an Option to purchase and only to the extent that the Option was exercisable (but had not theretofore been exercised) as of the date of the earlier of the (i) retirement of the Optionee after reaching the age of 65 years or after becoming permanently disabled, or (ii) death of the Optionee. In no event may the Option be exercised at any time after the expiration of the Exercise Period stated in Section 1 hereof.

(c) Retirement or Disability . If the Optionee’s employment with the Company is terminated, prior to the exercise of the Option in full, by reason of the Optionee’s retirement after reaching the age of 65 years or by reason of the Optionee’s retirement after becoming permanently disabled, the Optionee shall have the right, during the period ending three months after the date of the Optionee’s termination of employment, to exercise the Option to the extent that it was exercisable but not exercised at the date of the Optionee’s termination of employment with the Company. Such Option may be so exercised by the Optionee only with respect to that number of shares of Stock which the Optionee had an Option to purchase and only to the extent that the Option was exercisable (but had not theretofore been exercised) as of the date that the Optionee retires after reaching the age of 65 years or after becoming permanently disabled. In no event may the Option be exercised at any time after the expiration of the Exercise Period stated in Section 1 hereof.

4. Rights as Shareholder . An Optionee or permitted transferee of an Option shall have no rights as a shareholder of the Company with respect to any shares of Stock subject to such Option prior to the Optionee’s purchase of such shares of Stock by exercise of such Option as provided in the Plan.

5. Delivery of Stock Certificates . The Company shall not be required to issue or deliver any certificate, or cause uncertificated shares to be registered on the books of the Company, for any Stock purchased upon the exercise of all or any portion of an Option granted under the Plan prior to the fulfillment of any of the following conditions which may, from time to time, be applicable to the issuance of the Stock:

(a) Listing of Shares . The admission of such shares of Stock to listing on all stock exchanges on which the Stock of the Company is then listed.

(b) Registration and/or Qualification of Shares . The completion of any registration or other qualification of such shares of Stock under any federal or state securities laws or under the regulations promulgated by the Securities and Exchange Commission or any other federal or state governmental regulatory body which the Board or Committee, as the case may be, deems necessary or advisable. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulations or requirement.

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(c) Approval or Clearance . The obtaining of any approval or clearance from any federal or state governmental agency which the Board or Committee, as the case may be, shall determine to be necessary or advisable.

(d) Reasonable Lapse of Time . The lapse of such reasonable period of time following the exercise of the Option as the Board or Committee, as the case may be, may establish from time to time for reasons of administrative convenience.

6. (a) Anti-Dilution . Except as otherwise expressly provided herein, if the outstanding shares of Common Stock are hereafter changed or converted into, or exchanged or exchangeable for, a different number or kind of shares or other securities of the Company or of another corporation by reason of a reorganization, merger, consolidation, recapitalization, reclassification or combination of shares, stock dividend stock split or reverse stock split, appropriate adjustment shall be made by the Board of Directors in the number of shares and kind of stock subject to unexercised stock options hereunder, to the end that the proportionate interest of the Optionee shall be maintained as before the occurrence of such event.

(b) Non-survival of Company . In the event of a dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, each outstanding Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such liquidation, dissolution, merger or combination, to exercise the Option, in whole or in part, to the extent that such Option is then otherwise exercisable and has not previously been exercised, provided, however, that no adjustment shall be made to an incentive stock option which would constitute a “modification” of such Option, as such term is defined in Section 424(h)(3) of the Code.

(c) Change in Control. In the event of any contemplated transaction which may constitute a change in control of the Company, the Board of Directors may modify the Option granted hereunder, so as to accelerate, as a consequence of or in connection with such transaction, the vesting of the Optionee’s right to exercise such Option. For this purpose, “change in control of the Company” means a change in control of such nature that it would be required to be reported to the Securities and Exchange Commission pursuant to Schedule 14A of Regulation 14A or any successor provision (whether or not the Company is then subject to such reporting requirements). A change of control will be deemed to have occurred if any person, other than persons or entities who on the date hereof are the “beneficial owners” (as determined pursuant to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding securities, is or becomes the “beneficial owner” of 25% or more of the combined voting power of the outstanding securities of the Company or if during two consecutive year periods, the directors at the beginning of such periods cease for any reason during the two-year period to constitute a majority of the Board of Directors of the Company.

7. Tax Attributes . The incentive stock option granted pursuant to this Agreement is intended to qualify under Section 422 of the Code and any provisions hereof which would prevent such Options from qualifying are invalid and of no effect, except as provided in Section 7.2(b) of the Plan. The Optionee will promptly give written notice to the Company of any sale, exchange, gift, or other transaction of any shares of Stock acquired pursuant to such incentive stock option which occurs within two years of the date of grant of such Option or within one year after the issuance of any shares of Stock pursuant thereto.

8. Withholding . Optionee may elect to have the Company withhold from those shares of Stock that would otherwise be received upon exercise of the Option, a number of shares having a Fair Market Value equal to the minimum statutory amount necessary to satisfy the Company’s applicable federal, state, local and foreign income and employment tax withholding obligations (collectively, “ Withholding Obligations ”). In the event Optionee does not notify the Company of his election to withhold shares of Stock and does not remit to the Company, in cash, on or before the applicable taxable event, the full amount necessary to satisfy the Withholding Obligations, the Company shall withhold from those shares of Stock that would otherwise be issued upon exercise of the Option, a number of shares having a Fair Market Value equal to the Withholding Obligation.

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9. Agreement Subject to Plan . No term or condition of this Agreement shall be construed or interpreted in a manner contrary to the purposes and provisions of the Plan, a copy of which may be obtained from the Secretary of the Company. Any question of interpretation arising under the Plan or this Agreement shall be resolved by the Committee.

10. Restrictions on Transfers . No Option granted pursuant to the Plan may be transferred by an Optionee. Subject to the provisions of Section 3(b) hereto, the Option shall be exercisable only by an Optionee during his lifetime.

11. Miscellaneous .

(a) The Company reserves the right to terminate at any time, by written notice to the Optionee, any or all of the restrictions on the Stock set forth in this Agreement. Such termination shall be effective upon the Optionee’s receipt of such notice.

(b) All notices or other communication required or permitted to be given or made shall be validly given or made if delivered by hand, by electronic communication (provided, however, that messages sent by e-mail or other electronic transmission shall not constitute a writing, however any signature on a document or other writing that is transmitted by e-mail or electronic transmission shall constitute a valid signature for purposes hereof), by facsimile message, by courier or by certified or registered mail addressed to the address specified below or to such other addresses as the parties may specify in writing, and shall be deemed to have been received: (i) if delivered by hand, on the date and time of delivery; (ii) if delivered by electronic communication or by facsimile message, on the date and time of a confirmed transmission; and (iii) if delivered by courier or by certified or registered mail, on the date and time of actual receipt by the recipient.

If to the Company:	Blonder Tongue Laboratories, Inc.
	One Jake Brown Road
	Old Bridge, New Jersey 08857
	Attn.: Chief Financial Officer (or his designee)
	Fax Number: _____________________

If to the Optionee:	___________________
	___________________
	___________________

(c) Whenever Federal, state and local tax is due on the exercise of Options granted under this Agreement, the Company may require the Optionee or Participant to remit an amount sufficient to satisfy Federal, state and local withholding taxes prior to the delivery of any certificate for such shares or the lapse of restrictions.

(d) Notwithstanding anything to the contrary herein or under the Plan, the Option and any shares of Stock transferred upon exercise thereof shall be subject to the Company’s ability to recoup or recover the option, such Stock or other consideration previously granted under this Agreement, pursuant to (i) any compensation recovery or recoupment policy (i.e., clawback policy) to be adopted by the Company from time to time in the future (regardless of whether adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise), or (ii) any other applicable law, regulation or stock exchange rule, including without limitation Section 304 of the Sarbanes-Oxley Act of 2002

(e) This Agreement does not confer upon or give to the Optionee any right to continued employment by the Company and does not in any way affect the right of the Company to terminate the Optionee’s employment at any time.

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(f) This Agreement shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the undersigned have executed, or have caused this Agreement to be executed, as of the day and year first above written.

BLONDER TONGUE LABORATORIES, INC.		OPTIONEE

By:	_____________________________________	___________________________________
	James A. Luksch, Chief Executive Officer

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EXHIBIT A

BLONDER TONGUE LABORATORIES, INC.

AMENDED AND RESTATED 2005 EMPLOYEE EQUITY INCENTIVE PLAN

NOTICE OF EXERCISE OF STOCK OPTION

I. OPTIONEE INFORMATION

Name:	__________________________
Address:	__________________________
	__________________________

II. OPTION INFORMATION:

Date of Grant: ______________________________

Type of Option: o Incentive (ISO) o Nonstatutory (NSO)

Exercise Price per Share: $______________

Total Number of Shares covered by the Option: ________________________

Number of Shares for which the Option is now being exercised: ____________________ (“Purchased Shares”)

Total exercise price: $

Method of Payment of Exercise Price (select one) :

	Cashier’s check, certified check or wire transfer of immediately available funds (provided, however, if such payment is not received by the close of business on the business day immediately following the delivery of this notice, Optionee shall be deemed, for all purposes, to have elected to pay the Option Price by means of a Cashless Exercise)
	Cashless Exercise (withholding a sufficient number of shares having a Fair Market Value equal to the total exercise price)

Name(s) in which the Purchased Shares should be registered:

____________________________________________________________________________________________

The certificate for the Purchased Shares should be sent to the following address:

_____________________________________________________________________________________________

ACKNOWLEDGMENTS:

1. I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades.

2. I hereby acknowledge that I received and read a copy of the prospectus describing the Company’s 2005 Employee Equity Incentive Plan, as amended and restated.

SIGNATURE AND DATE:

__________________________________	_____________________________
Optionee	Date

EXHIBIT 10.5

BLONDER TONGUE LABORATORIES, INC.

AMENDED AND RESTATED

2005 DIRECTOR EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

THIS AGREEMENT is made and entered into as of this ______ day of _____________ by and between BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (the “ Company ”) and _______________ (the “ Optionee ”).

BACKGROUND

The Optionee is an Eligible Director of the Company whose continued services are considered essential to the Company’s sustained progress. The Company has adopted the Blonder Tongue Laboratories, Inc. 2005 Director Equity Incentive Plan, as amended and restated, (the “ Plan ”) for the purpose of encouraging equity ownership in the Company by outside directors of the Company. Pursuant to and in accordance with the Plan, the Company desires to grant to the Optionee an option to purchase shares of the Company’s common stock as more fully set forth below. Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and intending to be legally bound, it is agreed as follows:

1. Option to Purchase Shares . The Company hereby grants to the Optionee an Option (the “ Option ”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “ Stock ”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“ Exercise Period(s) ”) set forth in the following table:

Number of Shares		Exercise Period

_______________________ (___________) Shares		________________ ¹ through ______________

2. Manner of Exercise and Terms of Payment . The Option may be exercised in whole or in part, subject to the limitations set forth in this Agreement, upon delivery to the Company (to the attention of the Chief Financial Officer or his designee) of a notice of exercise in the form attached hereto as Exhibit A , accompanied by full payment of the Option Price for the shares of Stock with respect to which the Option is exercised. Full payment shall be (i) by cashier’s check, certified check or wire transfer of immediately available funds (each, a “ Cash Payment ”), which must be received by the Company by the close of business (i.e., 5:00 p.m. EST) on the business day immediately following the date the notice of exercise is delivered, provided, however, that if a Cash Payment is not so received by the Company, Optionee shall be deemed, for all purposes, to have elected to pay the Option Price by means of a Cashless Exercise (as defined below), (ii) by withholding a sufficient number of shares having a Fair Market Value equal to the Option Price for the shares of stock with respect to which the Option is exercised (a, “ Cashless Exercise ”), or (iii) if and as permitted by the Board in its sole discretion, by tendering stock of the Company, all as provided in the Plan. Each notice of exercise shall be deemed delivered to the Company on the date and time specified in Section 11(a) below, provided however, that any such notice of exercise which is deemed delivered on a date on which the NYSE MKT is closed, or at a time after the closing of the NYSE MKT stock market, shall be deemed delivered on the immediately following business day, which date shall be deemed the date of exercise for all purposes.

The Exercise Period for these options shall commence on the Acceleration Date, if earlier. The “Acceleration Date” is 12:01 a.m. on the date of termination of Optionee’s service on the Board by reason of Optionee’s death, retirement after reaching the age of 65 years, or by reason of Optionee’s retirement after becoming permanently disabled.

3. Termination of Option .

(a) Expiration or Termination of Service on the Board . Except as specifically provided in Sections 3(b), 3(c) and 6(b) hereof, the Option granted hereunder shall terminate as of the close of business on the earliest to occur of the date of (i) expiration of the Option Exercise Period, (ii) an event of default or breach by the Optionee of the terms and conditions of this Agreement or (iii) termination of the Optionee’s service on the Board for cause. If the Optionee’s service on the Board is terminated other than for cause, death (as provided in subsection (b) below), or retirement or disability (both as provided in subsection (c) below), the Optionee must exercise the Option, if at all and to the extent then exercisable, within thirty-six months from the date of such termination, in accordance with the terms of the Plan and this Agreement.

(b) Death of Optionee . If the Optionee dies prior to the exercise of the Option in full, the Option may be exercised by the Optionee’s executors, administrators or heirs within one year after the date of the Optionee’s death, provided death occurred during the Optionee’s service on the Board, or within three months following the termination of such service, by reason of the Optionee’s retirement after reaching the age of 65 years or the Optionee’s retirement after becoming permanently disabled. Such Option may be so exercised by the Optionee’s executors, administrators or heirs only with respect to that number of shares of Stock which the Optionee had an Option to purchase and only to the extent that the Option was exercisable (but had not theretofore been exercised) as of the date of the earlier of the (i) retirement of the Optionee after reaching the age of 65 years or after becoming permanently disabled, or (ii) death of the Optionee. In no event may the Option be exercised at any time after the expiration of the Exercise Period stated in Section 1 hereof.

(c) Retirement or Disability . If the Optionee’s service on the Board is terminated, prior to the exercise of the Option in full, by reason of the Optionee’s retirement after reaching the age of 65 years or by reason of the Optionee’s retirement after becoming permanently disabled, the Optionee shall have the right, during the period ending thirty-six months after the date of the Optionee’s termination of service on the Board, to exercise the Option. Such Option may be so exercised by the Optionee only with respect to that number of shares of Stock which the Optionee had an Option to purchase and only to the extent that the Option was exercisable (but had not theretofore been exercised) as of the date of the earlier of (i) the retirement of the Optionee after reaching the age of 65 years or (ii) the date the Optionee becomes permanently disabled. In no event may the Option be exercised after the expiration of the Exercise Period stated in Section 1 hereof.

4. Rights as Shareholder . The Optionee or a permitted transferee of an Option shall have no rights as a shareholder of the Company with respect to any shares of Stock subject to such Option prior to the purchase of such shares of Stock by exercise of such Option as provided in the Plan.

5. Delivery of Stock Certificates . The Company shall not be required to issue or deliver any certificate for shares of Stock purchased upon the exercise of all or any portion of the Option granted hereunder prior to the fulfillment of any of the following conditions which may, from time to time, be applicable to the issuance of the Stock:

(a) Listing of Shares . The admission of such shares of Stock to listing on (i) all stock exchanges on which the Stock of the Company is then listed or (ii) the NASDAQ.

(b) Registration and/or Qualification of Shares . The completion of any registration or other qualification of such shares of Stock under any federal or state securities laws or under regulations promulgated by the Securities and Exchange Commission or any other federal or state governmental regulatory body which the Board deems necessary or advisable. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulations or requirement.

(c) Approval or Clearance . The obtaining of any approval or clearance from any federal or state governmental agency which the Board shall determine to be necessary or advisable.

(d) Reasonable Lapse of Time . The lapse of such reasonable period of time following the exercise of the Option as the Board may establish from time to time for reasons of administrative convenience.

6. Certain Corporate Events .

(a) Anti-Dilution . Except as otherwise expressly provided herein, if the outstanding shares of common stock are hereafter changed or converted into, or exchanged or exchangeable for, a different number or kind of shares or other securities of the Company or of another corporation by reason of a reorganization, merger, consolidation, recapitalization, reclassification or combination of shares, stock dividend, stock split or reverse stock split, appropriate adjustment shall be made by the Board in the number of shares and kind of stock subject to the unexercised portion, if any, of the Option granted hereunder, to the end that the proportionate interest of the Optionee shall be maintained as before the occurrence of such event.

(b) Non-survival of Company . In the event of a dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, the outstanding portion, if any, of the Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such event, to exercise the Option, in whole or in part, to the extent that such Option is then otherwise exercisable and has not previously been exercised; provided, however, that upon the occurrence of any such event, the Board may modify the Option granted hereunder so as to accelerate, as a consequence of such transaction, the vesting of the Optionee’s right to exercise such Option.

(c) Change in Control. In the event of any contemplated transaction which may constitute a change in control of the Company, the Board may modify the Option granted hereunder so as to accelerate, as a consequence of such transaction, the vesting of the Optionee’s right to exercise such Option. For this purpose, “change in control of the Company” means a change in control of such nature that it would be required to be reported to the Securities and Exchange Commission pursuant to Schedule 14A of Regulation 14A or any successor provision (whether or not the Company is then subject to such reporting requirements). A change of control will be deemed to have occurred if any person, other than persons or entities who on the date hereof are the “beneficial owners” (as determined pursuant to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding securities, is or becomes the “beneficial owner” of 25% or more of the combined voting power of the outstanding securities of the Company or if during two consecutive year periods, the directors at the beginning of such periods cease for any reason during the two-year period to constitute a majority of the Board of Directors of the Company.

7. Agreement Subject to Plan . No term or condition of this Agreement shall be construed or interpreted in a manner contrary to the purposes and provisions of the Plan, a copy of which may be obtained from the Secretary of the Company. Any question of interpretation arising under the Plan or this Agreement shall be resolved by the Board.

9. Investment Representation .

(a) The Optionee acknowledges that the Option has not been, and the Stock may not upon issuance be registered under the Securities Act of 1933, as amended (the “ Act ”). The Optionee represents and warrants to the Company that the Optionee is acquiring this Option and the Stock upon exercise of the Option for the Optionee’s own account for the purpose of investment and not with a view toward resale or other distribution thereof in violation of the Act. The Optionee acknowledges that the effect of these representations and warranties is that the economic risk of the investment in the Option and Stock may be borne by the Optionee for an indefinite period of time. This representation and warranty shall be deemed to be a continuing representation and warranty and shall be in full force and effect upon such exercise of the Option granted hereby.

(b) The Company may place a legend on each certificate for the Stock issued pursuant hereto, or any certificate issued in exchange therefor, stating, if such be the case, that such securities are not registered under the Act and setting forth or referring to the restriction on transferability and sale thereof imposed by the Act or any applicable state securities law.

10. Restrictions on Transfers . The Option granted hereunder may not be transferred by the Optionee. Subject to the provisions of Section 3(b) hereto, the Option shall be exercisable only by the Optionee during the Optionee’s lifetime.

11. Miscellaneous .

(a) All notices or other communication required or permitted to be given or made shall be validly given or made if delivered by hand, by electronic communication (provided, however, that messages sent by e-mail or other electronic transmission shall not constitute a writing, however any signature on a document or other writing that is transmitted by e-mail or electronic transmission shall constitute a valid signature for purposes hereof), by facsimile message, by courier or by certified or registered mail addressed to the address specified below or to such other addresses as the parties may specify in writing, and shall be deemed to have been received: (i) if delivered by hand, on the date and time of delivery; (ii) if delivered by electronic communication or by facsimile message, on the date and time of a confirmed transmission; and (iii) if delivered by courier or by certified or registered mail, on the date and time of actual receipt by the recipient.

If to the Company:		Blonder Tongue Laboratories, Inc.
		One Jake Brown Road
		Old Bridge, New Jersey 08857
		Attn.: Chief Financial Officer (or his designee)
		Fax Number: ________________

If to the Optionee:		__________________
		__________________
		__________________

(b) Notwithstanding anything to the contrary herein or under the Plan, the Option and any shares of Stock transferred upon exercise thereof shall be subject to the Company’s ability to recoup or recover the Option, such Stock or other consideration previously granted under this Agreement, pursuant to (i) any compensation recovery or recoupment policy (i.e., clawback policy) to be adopted by the Company from time to time in the future (regardless of whether adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise), or (ii) any other applicable law, regulation or stock exchange rule, including without limitation, Section 304 of the Sarbanes-Oxley Act of 2002.

(c) This Agreement does not confer upon or give to the Optionee any right to continued service on the Board for any period of time, or at any particular rate of compensation, or with any other benefits whatsoever, and does not in any way affect the right of the shareholders of the Company to terminate the Optionee’s service on the Board.

(d) This Agreement shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the undersigned have executed, or have caused this Agreement to be executed, as of the day and year first above written.

BLONDER TONGUE LABORATORIES, INC.		OPTIONEE

By:
	James A. Luksch, Chief Executive Officer

EXHIBIT A

BLONDER TONGUE LABORATORIES, INC.

AMENDED AND RESTATED

2005 DIRECTOR EQUITY INCENTIVE PLAN

NOTICE OF EXERCISE OF STOCK OPTION

I. OPTIONEE INFORMATION

Name:
Address:

II. OPTION INFORMATION:

Date of Grant: ______________________________

Exercise Price per Share: $______________

Total Number of Shares covered by the Option: ________________________

Number of Shares for which the Option is now being exercised: ____________________ (“Purchased Shares”)

Total exercise price: $___________

Method of Payment of Exercise Price (select one) :

	Cashier’s check, certified check or wire transfer of immediately available funds (provided, however, if such payment is not received by the close of business on the business day immediately following the delivery of this notice, Optionee shall be deemed, for all purposes, to have elected to pay the Option Price by means of a Cashless Exercise)

	Cashless Exercise (withholding a sufficient number of shares having a Fair Market Value equal to the total exercise price)

Name(s) in which the Purchased Shares should be registered:

The certificate for the Purchased Shares should be sent to the following address:

ACKNOWLEDGMENTS:

1. I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades.

2. I hereby acknowledge that I received and read a copy of the prospectus describing the Company’s 2005 Director Equity Incentive Plan, as amended and restated.

SIGNATURE AND DATE:


Optionee		Date

Exhibit 31.1

CERTIFICATION

I, James A. Luksch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Blonder Tongue Laboratories, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2014

	/s/ James A. Luksch
	James A. Luksch
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Eric Skolnik, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Blonder Tongue Laboratories, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2014

	/s/ Eric Skolnik
	Eric Skolnik
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

To the knowledge of each of the undersigned, this Report on Form 10-Q for the quarter ended June 30, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of Blonder Tongue Laboratories, Inc. for the applicable reporting period.

Date: August 14, 2014	By:	/s/ James A. Luksch
		James A. Luksch, Chief Executive Officer

	By:	/s/ Eric Skolnik
		Eric Skolnik, Chief Financial Officer