UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2019
Blonder Tongue Laboratories, Inc.
(Exact Name of registrant as specified in its charter)
| Delaware | 1-14120 | 52-1611421 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission File Number) |
(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
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on August 3, 2018, Blonder Tongue Laboratories, Inc. (the “ Company ”) entered into an Agreement of Sale (the “ Original Sale Agreement ”) with Jake Brown Rd LLC (the “ Buyer ”), providing for the sale by the Company of its Old Bridge, New Jersey facility (the “ Old Bridge Facility ”), which houses the Company’s principal manufacturing, engineering, sales and administrative functions, to the Buyer. On September 20, 2018, the Company, at the Buyer’s request, agreed to extend the due diligence period under the Original Sale Agreement until the close of business on October 4, 2018 (the “ First Amendment ”). On October 4, 2018, through an exchange of emails, the due diligence period was extended to the close of business on October 8, 2018. On October 8, 2018, the Company and the Buyer entered into a Second Amendment to Agreement of Sale (the “ Second Amendment ”). The Second Amendment, among other things, included the parties’ acknowledgment that the due diligence period expired on October 8, 2018 and an agreement that the closing of the sale and purchase of the Old Bridge Facility would occur, subject to the fulfillment by the Seller of all conditions of closing under the Agreement, on or before January 10, 2019, unless on or before the close of business on January 4, 2019, the Buyer (i) notified the Seller that it requires up to an additional 20 calendar days to close and (ii) Buyer’s notice was accompanied by a non- refundable additional deposit of $150,000 (the “ Extension Deposit ”).
On January 2, 2019, the Buyer exercised its right to extend the closing date for up to an additional 20 calendar days following January 10, 2019 and, in connection therewith, paid the Extension Deposit to the Seller. On January 30, 2019, the Buyer and the Company entered into a Third Amendment to Agreement of Sale (the “ Third Amendment ,” and together with the Original Agreement, the First Amendment and the Second Amendment, the “ Agreement ”). The Third Amendment provides that the closing shall now take place on or before February 1, 2019. In addition, the Third Amendment also requires that the Company advance to the Buyer the sum of $130,000 at closing, representing a preliminary estimate of the Company’s share (as a tenant of the Old Bridge Facility following closing) of property repairs, as contemplated by the Agreement.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
“Safe Harbor” Statement
The information set forth above includes “forward-looking” statements and accordingly, the cautionary statements contained in Blonder Tongue’s Annual Report and Form 10-K for the year ended December 31, 2017 (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), and other filings with the Securities and Exchange Commission are incorporated herein by reference. 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, if any, in our business, our expected use of the proceeds of the transactions described herein and other characterizations of future events or circumstances 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. Blonder Tongue undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Blonder Tongue’s actual results may differ from the anticipated results or other expectations expressed in Blonder Tongue’s “forward-looking” statements.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. The following exhibit is filed herewith: |
| Exhibit No. | Description | ||
| 10.1 | Third Amendment to Agreement of Sale dated January 30, 2019. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLONDER TONGUE LABORATORIES, INC. | ||
| By: | /s/ Eric Skolnik | |
| Eric Skolnik | ||
| Senior Vice President and Chief Financial Officer | ||
Date: January 31, 2019
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Third Amendment to Agreement of Sale dated January 30, 2019. |
3
Exhibit 10.1
THIRD AMENDMENT TO AGREEMENT OF SALE
THIS THIRD AMENDMENT TO AGREEMENT OF SALE (“Third Amendment”), is made and entered into on this 30 th day of January, 2019, by and between BLONDER TONGUE LABORATORIES, INC., as Seller and JAKE BROWN RD, LLC, as Buyer.
Background
A. Seller and Buyer entered into an Agreement of Sale dated August 3, 2018 (the “ Original Agreement ”) for the sale and purchase of real property identified as (i) 19.407 acres of land, together with all rights, easements and interests appurtenant thereto, situate at Lot 8, Block 9000, also known as 1 Jake Brown Road, Old Bridge Township, New Jersey 08857 (the “ Land ”); and (ii) all improvements located thereon, including, but not limited to, a commercial building consisting of approximately 128,747 square feet (“the “ Building ,” and Land and Building, collectively, the “ Property ”) and more particularly described on Exhibit “A” attached to the Original Agreement, as amended by Seller’s letter dated September 20, 2018, which extended the Due Diligence Period expiration date, at Buyer’s request, to October 4, 2018 (the “ First Amendment. ”) and as further amended by a certain second amendment dated October 8, 2018 (the “ Second Amendment ”). The Original Agreement, as amended by the First Amendment and the Second Amendment is referred to herein as the “ Agreement ”).
B. Buyer has now requested an extension of the Closing Date and Seller agrees to Buyer’s request and the parties also agree to the further accommodations set forth below.
NOW, THEREFORE, the parties, intending to be legally bound agree that, in exchange for the consideration described below, the Agreement shall, notwithstanding anything therein to the contrary, be modified as follows:
1. All capitalized terms use in this Third Amendment and not otherwise defined herein shall have the same meanings as ascribed to them in the Agreement.
2. The parties acknowledge that the Buyer’s lender has required that at the Closing the Buyer provide a reserve for certain capital expenses anticipated to be made to the Property in the amount of $130,000 (the “ Bank Capex Reserve ”) and that the funding, allocation, use, application, and disposition of the Bank Capex Reserve is between the Buyer and its bank, (with no obligation upon Seller (either as the seller under the Agreement or as tenant under the Lease) with respect thereto and which is unrelated to the Property Repair Advance contemplated by section 3 below.
3. Consistent with the provisions of Section 7 of the Second Amendment, the parties hereto agree that Seller will advance to Buyer at Closing, the sum of $130,000 (the “ Property Repair Advance ”), representing a preliminary estimate of the Tenant’s CapX Share of the Property Repairs (as defined in the Second Amendment), which the parties acknowledge and reaffirm are CapX Expenses under and as defined in Section 3.08(d) of the Lease. Within thirty (30) days after Closing, the parties shall jointly define and agree on the specific extent and final cost of the Property Repairs and calculate Tenant’s CapX Share of such amount. At that time, the parties shall also determine the Useful Life of such CapX Expense as contemplated by the Lease and agree upon what constitutes “substantial completion” of each such Property Repair (“ Repairs Substantial Completion ”). The amount of the Property Repair Advance shall be applied against the amount of Tenant’s CapX Share, calculated in accordance with this Section and the Lease. Any excess in the amount of the Property Repair Advance over the calculated amount of Tenant’s CapX Share relating thereto shall be reimbursed to Seller within five (5) days following the date of the Repairs Substantial Completion. Buyer shall promptly commence after Closing, and diligently pursue thereafter, each Property Repair through to completion. Nothing herein shall be deemed to otherwise amend, limit or reduce the continuing obligations of Seller as Tenant under the Lease in connection with CapX Expense that may arise from and after the date hereof.
4. The Closing shall occur on or before February 1, 2019.
5. Except to the extent explicitly modified herein, all terms and conditions of the Agreement shall otherwise remain in full force and effect.
6. The agreements contained in this Third Amendment shall survive the Closing.
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|
SELLER: | |
| BLONDER TONGUE LABORATORIES, INC. | ||
| By: | /s/ Robert J. Pallé | |
| Name: Robert J. Pallé, Chief Executive Officer | ||
| : | BUYER: | |
| JAKE BROWN RD, LLC | ||
| By: | /s/ Arvee Claravall | |
| Name: Arvee Claravall | ||
| Title: CFO | ||