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): June 10, 2020
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))
Securities registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
|
Trading
symbol(s)
|
|
Name
of each exchange on which registered
|
|
Common Stock, par value $.001
|
|
BDR
|
|
NYSE American
|
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 10, 2020, Blonder Tongue Laboratories,
Inc. (the “Company”) received notification (the “Notice”) from NYSE American LLC (the “NYSE American”)
that the Company is not in compliance with the continued listing standard set forth in Section 1003(a)(iii) of the NYSE American
Company Guide (the “Company Guide”). That section applies if the reported stockholders’ equity of the listed
company is less than $6 million and the listed company has reported losses from continuing operations and/or net losses in its
five most recent fiscal years. The Notice indicated that the Company reported stockholders’ equity of $5.4 million as of
March 31, 2020 and reported losses from continuing operations and/or net losses in each of its five most recent fiscal years ended
December 31, 2019, resulting in the Company failing to comply with the continued listing standard. As a result, the Company has
become subject to the procedures and requirements of Section 1009 of the Company Guide and must submit a plan to NYSE American
by July 10, 2020 addressing how the Company intends to regain compliance with Section 1003(a)(iii) by December 10, 2021.
The Company intends to prepare and timely
deliver a plan of compliance to NYSE American. If the Company does not submit a plan, or if the plan the Company submits is not
accepted by NYSE American, the Company will be subject to delisting proceedings as specified in the Company Guide. In addition,
if the plan is accepted by NYSE American, but the Company is not in compliance with the continued listing standards by December
10, 2021, or if the Company does not make progress consistent with the plan, the Company will be subject to delisting proceedings.
The Company will have the right to appeal any delisting determination made by NYSE American staff. If the plan is accepted, the
Company also will be subject to periodic NYSE American reviews including quarterly monitoring for compliance with the plan.
A copy of the Company’s press release
dated June 16, 2020 regarding the notification from NYSE American is filed as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On June 11, 2020, the Company expanded the
size of its Board of Directors from nine to ten members and appointed Michael Hawkey as a director to fill the vacancy. Mr. Hawkey
currently serves as Senior Vice President and General Manager of TiVo Corporation, where he leads growth initiatives, overall strategy
and product offerings across TiVo’s product portfolio. Prior to joining TiVo in 2015, he spent more than seven and a half
years with EchoStar, rising to the level of Senior Vice President and General Manager of Sling Media. Earlier in his career, Mr.
Hawkey held engineering roles with Wester Digital, ASIC Designs, Inc, and McDonnell Douglas Electronics Company. He holds a Bachelor
of Science in Computer Engineering from the Rose Hulman Institute for Technology and a Masters Degree in Electrical Engineering
from the University of Missouri Rolla.
Mr. Hawkey will serve as a director in Class
III, with a term expiring at the Company's annual meeting of stockholders in 2022. Mr. Hawkey's board of directors committee assignments
have not yet been determined. The Company's board of directors has determined that Mr. Hawkey 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. Hawkey was appointed as a director, and there are no related party transactions between the Company and Mr.
Hawkey reportable under Item 404(a) of Regulation S-K. In connection with his service as a director, Mr. Hawkey 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 the
appointment of Mr. Hawkey is attached hereto as Exhibit 99.2 and incorporated into this Item 5.02 by reference.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
The Company’s 2020 Annual Meeting
of Stockholders was held on June 11, 2020. On April 15, 2020, the record date for the 2020 Annual Meeting, 9,765,870 shares of
the Company’s common stock were outstanding and entitled to one vote per share upon all matters submitted at the 2020 Annual
Meeting. The matters voted on at the 2019 Annual Meeting and the voting results for each matter are set forth
below.
(i) Election
of Directors. The following nominees were elected to serve as Class I directors of the Company, each to hold office for a three-year
term to expire at the Company’s annual meeting of stockholders in 2023.
|
NOMINEE
|
|
FOR
|
|
WITHHELD
|
|
BROKER NON-VOTES
|
|
Anthony J. Bruno
|
|
6,385,722
|
|
516,257
|
|
1,829,096
|
|
Stephen K. Necessary
|
|
6,385,366
|
|
516,613
|
|
1,829,096
|
|
Steven L. Shea
|
|
6,442,211
|
|
459,768
|
|
1,829,096
|
(ii) Proposal
to amend the 2016 Director Equity Incentive Plan to increase the aggregate number of shares of common stock available for grants
and awards by 500,000. Stockholders approved the amendment to the 2016 Director Equity Incentive Plan.
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
5,850,665
|
|
726,347
|
|
324,967
|
|
1,829,096
|
(iii) Proposal
to approve the issuance of shares of common stock upon conversion of certain convertible indebtedness pursuant to the requirements
of the NYSE American “Private Placement” rule. Stockholders approved the proposal to permit issuance of common
stock upon conversion of certain convertible indebtedness pursuant to the requirements of the NYSE American “Private Placement”
rule.
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
6,308,793
|
|
209,716
|
|
383,470
|
|
1,829,096
|
(iv) Proposal
to approve the issuance of shares of common stock upon conversion of certain convertible indebtedness pursuant to the requirements
of the NYSE American “Change of Control” rule. Stockholders approved the proposal to permit issuance of common
stock upon conversion of certain convertible indebtedness pursuant to the requirements of the NYSE American “Change of Control”
rule.
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
6,294,059
|
|
214,817
|
|
393,103
|
|
1,829,096
|
(v) Ratification
of Independent Registered Public Accounting Firm. Stockholders approved a proposal to ratify the appointment of Marcum LLP,
certified public accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2020.
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
8,684,904
|
|
14,260
|
|
31,911
|
|
0
|
Item
8.01 Other Events.
In light of the Notice received from NYSE American, the Company
is also supplementing the risk factors previously disclosed in Item 1A of its Annual Report on Form 10-K for the year ended December
31, 2019 that the Company filed with the Securities and Exchange Commission on April 13, 2020 to add the following risk factor:
We are subject to the continued listing requirements of the
NYSE American. If we are unable to comply with such requirements, our common shares would be delisted from the NYSE American, which
would limit investors’ ability to effect transactions in our common shares and subject us to additional trading restrictions.
Our common shares are currently listed on
NYSE American. In order to maintain our listing, we must maintain certain share prices, financial and share distribution targets,
including maintaining a minimum amount of stockholders’ equity and a minimum number of public shareholders. In addition to
these objective standards, NYSE American may delist the securities of any issuer for other reasons involving the judgment of NYSE
American. On June 10, 2020 we received written notification from NYSE American that we are not in compliance with the continued
listing standard under Section 1003(a)(iii) of the NYSE American Company Guide, which requires a listed company to have stockholders’
equity of at least $6 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal
years. If we fail to regain compliance with the NYSE American continued listing standards by December 10, 2021, NYSE American will
commence delisting proceedings against us.
If NYSE American delists our common shares
from trading on the exchange and we are not able to list our securities on another national securities exchange, we expect our
common shares would qualify to be quoted on an over-the-counter market. If this were to occur, we could experience a number of
adverse consequences, including:
|
|
·
|
limited availability of market quotations for the common stock;
|
|
|
·
|
reduced liquidity for our securities;
|
|
|
·
|
our common shares being categorized as a “penny stock,” which requires brokers trading in our common shares to
adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our
common stock; and
|
|
|
·
|
decreased ability to issue additional securities or obtain additional financing in the future.
|
In addition, the National Securities Markets
Improvement Act of 1996 generally preempts the states from regulating the sale of “covered securities.” Our common
shares qualify as "covered securities" because they are listed on NYSE American. If our common shares were no longer
listed on NYSE American, our securities would not be "covered securities" and we would be subject to regulation in each
state in which we offer our securities.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits. The following
exhibit is filed herewith:
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.
|
|
|
|
|
Date: June 16, 2020
|
By:
|
/s/ Eric Skolnik
|
|
|
|
Eric Skolnik
|
|
|
|
Senior Vice President and Chief Financial Officer
|
4
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Blonder Tongue Announces Receipt of Noncompliance
Notice from NYSE American
OLD BRIDGE, NJ / June 16, 2020 / Blonder
Tongue Laboratories, Inc. (NYSE American: BDR) announced today that it has received notice from NYSE American LLC (“NYSE
American”) that it is not in compliance with the continued listing standard set forth in Section 1003(a)(iii) of the NYSE
American Company Guide (the “Company Guide”). That section applies if a listed company has stockholders’ equity
of less than $6 million and has reported losses from continuing operations and/or net losses in its five most recent fiscal years.
The Company reported stockholders’ equity of $5.4 million as of March 31, 2020, the end of its first fiscal quarter of 2020,
and has had losses from continuing operations and/or net losses in each of its five most recent fiscal years including the fiscal
year ended December 31, 2019. As a result, the Company has become subject to the procedures and requirements of Section 1009 of
the Company Guide and must submit a plan to NYSE American by July 10, 2020 addressing how the Company intends to regain compliance
with Section 1003(a)(iii) by December 10, 2021.
The Company intends to prepare and timely
deliver a plan of compliance to NYSE American. If the Company does not submit a plan, or if the plan the Company submits is not
accepted by NYSE American, the Company will be subject to delisting proceedings as specified in the Company Guide. In addition,
if the plan is accepted by NYSE American, but the Company is not in compliance with the continued listing standards by December
10, 2021, or if the Company does not make progress consistent with the plan, the Company will be subject to delisting proceedings.
The Company will have the right to appeal any delisting determination made by NYSE American staff. If the plan is accepted, the
Company will also be subject to periodic NYSE American reviews, including quarterly monitoring for compliance with the plan.
Receipt of the notice does not affect the
Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
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 50 years. Blonder
Tongue Labs 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.
©
Blonder Tongue Laboratories, Inc. | One Jake Brown Road, Old Bridge, NJ 08857 | (800) 523-6049 | Fax: (732) 679-4353
| 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, 2019 (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
©
Blonder Tongue Laboratories, Inc. | One Jake Brown Road, Old Bridge, NJ 08857 | (800) 523-6049 | Fax: (732) 679-4353
| www.blondertongue.com
Exhibit 99.2
|
One Jake Brown Road
Old Bridge, NJ 08857
Tel: 732-679-4000
Fax: 732-679-4353
www.blondertongue.com
|
FOR IMMEDIATE RELEASE:
Blonder Tongue Announces Appointment
of Michael Hawkey as Director
OLD BRIDGE, New Jersey—June 15, 2020—Blonder Tongue
Laboratories, Inc. (NYSE American: BDR) announced today the appointment of Michael Hawkey to its board of directors.
Mr. Hawkey is a highly experienced senior
operating executive in technology development and manufacturing. He has over than 25 years’ experience in business operations,
focused in P&L management, product definition/development, technology-focused sales and marketing. Michael currently serves
as Senior Vice President and General Manager of TiVo Corporation, where he leads growth initiatives, overall strategy and product
offerings across TiVo’s product portfolio. Prior to joining TiVo, he spent more than seven and a half years with EchoStar,
rising to the level of Senior Vice President and General Manager of Sling Media. Earlier in his career, Mr. Hawkey held engineering
roles with Western Digital, ST Microelectronics, ASIC Designs, Inc, and the McDonnell Douglas Electronics Company. Mr. Hawkey holds
a Bachelor of Science in Computer Engineering from the Rose Hulman Institute for Technology.
Commenting on Mr. Hawkey’s appointment,
Steven Shea, Blonder Tongue’s Chairman of the Board said: “We are extremely pleased to welcome Michael Hawkey to our
Board of Directors. Michael’s appointment furthers our efforts to bring strategic thinking industry leaders to Blonder Tongue.
Michael knows the markets that we are targeting, is highly respected in the industry, and will be invaluable as we develop our
road map to renewed prosperity for the Company and navigate the challenges of the current environment.”
With regard to his joining the Blonder
Tongue Board, Mr. Hawkey said “Blonder Tongue has a long history as a pioneering company in our industry, once at the forefront
of technological developments. I am looking forward to working with the other members of the Board and the senior management team
to overcome the short-term challenges that the Company has faced and assist in the implementation of a winning strategic plan for
the future.
Ted Grauch, the Company’s Chief Executive
Officer also added: “Michael’s exceptional background and his depth and breadth in the business of Telco, Cable and
Satellite service delivery will help us to more quickly and accurately foresee strategic and technological changes in our markets.
The Blonder Tongue team is looking forward to working with him as a director and close advisor.”
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, 2019. (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