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 23, 2020
Blonder
Tongue Laboratories, Inc.
(Exact
Name of registrant as specified in its charter)
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Delaware
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1-14120
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52-1611421
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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incorporation)
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Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $.001
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BDR
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NYSE
American
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On
January 23, 2020, Blonder Tongue Laboratories, Inc. (the "Company") appointed John Burke as a director. Mr. Burke has
served since 2017 as a Managing Partner of Vetust Advisors, which provides strategic and management consulting services to a variety
of businesses. He previously served as Executive Vice President and Chief Operating Officer of Rovi Corporation (since re-named
TiVo) from 2014 to 2016, where he led the transformation of the company’s content discovery, user interface, and data analytics
businesses, including the acquisition of TiVo. Prior to joining Rovi, Mr. Burke led a number of different businesses for ARRIS
Group, Motorola, Motorola Mobility and General Instrument. He holds a Bachelor of Science in Business Administration from The
Ohio State University, a Masters of Business Administration from St. Joseph’s University and attended the Executive Leadership
Program at Northwestern University’s Kellogg School of Business.
Mr.
Burke will serve as a director in Class II, with a term expiring at the Company's annual meeting of stockholders in 2021. Mr.
Burke’s board of directors committee assignments have not yet been determined. The Company's board of directors has determined
that Mr. Burke meets the requirements for independence under applicable Securities and Exchange Commission and NYSE American rules
and standards. There are no arrangements or understandings pursuant to which Mr. Burke was appointed as a director, and there
are no related party transactions between the Company and Mr. Burke reportable under Item 404(a) of Regulation S-K. In connection
with his service as a director, Mr. Burke will be entitled to the same compensation and benefits made available to the Company's
non-employee directors generally, pro-rated for the term of his service during calendar year 2020.
A
copy of the press release announcing Mr. Burke’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1
and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits.
The following exhibit is filed herewith:
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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BLONDER TONGUE LABORATORIES, INC.
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By:
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/s/
Eric Skolnik
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Eric Skolnik
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Senior Vice President
and Chief Financial Officer
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Date:
January 27, 2020
2
Exhibit 99.1
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One
Jake Brown Road
Old
Bridge, NJ 08857
Tel:
732-679-4000
Fax:
732-679-4353
www.blondertongue.com
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FOR
IMMEDIATE RELEASE:
Blonder
Tongue Announces Appointment of John Burke as Director
OLD
BRIDGE, New Jersey—January 27, 2020—Blonder Tongue Laboratories, Inc. (NYSE American:BDR) announced today the appointment
of John Burke to its board of directors.
Mr.
Burke is a seasoned senior operating executive with more than 25 years’ experience working with both large-scale and emerging
businesses. He currently serves as a Managing Partner of Vetust Advisors, which provides strategic and management consulting services
to a variety of businesses. Mr. Burke previously served as Executive Vice President and Chief Operating Officer of Rovi Corporation
(since re-named TiVo) from 2014 to 2016, where he led the transformation of the company’s content discovery, user interface,
and data analytics businesses, including the acquisition of TiVo. Prior to joining Rovi, he led a number of different businesses
for ARRIS Group, Motorola, Motorola Mobility and General Instrument. Mr. Burke also is an active investor, advisor, and board
member to several early stage companies focused on data analytics, machine learning, and workforce optimization.
Mr.
Burke holds a Bachelor of Science in Business Administration from The Ohio State University, a Masters of Business Administration
from St. Joseph’s University and attended the Executive Leadership Program at Northwestern University’s Kellogg School
of Business.
Commenting
on Mr. Burke’s appointment, Steven Shea, Blonder Tongue’s Chairman of the Board said: “We are extremely pleased
to welcome John Burke to our Board of Directors. John’s record of strategic and operational leadership and intimate, in-depth
knowledge of the cable, video and communications markets puts him in the position to provide us valuable guidance on product,
market and strategic matters.”
About
Blonder Tongue
Blonder
Tongue Laboratories, Inc. is the oldest designer and manufacturer of cable television video transmission technology in the USA.
The majority of our products continue to be designed and built in our state-of-the-art New Jersey facility for over 50 years.
The company offers U.S. based engineering and manufacturing excellence with an industry reputation for delivering ultra-high reliability
products. As a leader in cable television system design, the company provides service operators and systems integrators with comprehensive
solutions for the management and distribution of digital video, IPTV and high-speed data services, as well as RF broadband distribution
over fiber, IP, and Coax networks for homes and businesses. Additional information on the company and its products can be found
at www.blondertongue.com.
“Safe
Harbor” Statement under the Private Securities Litigation Reform Act of 1995: 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, 2018. (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 in our business 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.
Contacts
Eric
Skolnik
Chief Financial Officer
eskolnik@blondertongue.com
(732) 679-4000
Ted
Grauch
Chief Executive Officer
tgrauch@blondertongue.com
(732) 679-4000