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): August 6, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2020, Blonder Tongue Laboratories, Inc. (the "Company") expanded the size of its Board of Directors from ten to eleven members and appointed Rick Briggs as a director to fill the vacancy. Mr. Briggs co-founded Stellar Private Cable, Inc. (doing business as "SeniorTV") and served as its President until its sale to Sentrics Holdings, LLC ("Sentrics") in November 2018. Following the sale to Sentrics, he continued to serve as President on a transition basis until January 2020, also served as its Chief Marketing Officer and then served as a consultant to Sentrics from January 2020 until May 2020. He holds a Bachelor of Science degree in Advertising from Kent State University.

Mr. Briggs will serve as a director in Class I, with a term expiring at the Company's annual meeting of stockholders in 2023. Mr. Briggs' board of directors committee assignments have not yet been determined. The Company's Board of Directors has determined that Mr. Briggs 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. Briggs was appointed as a director, and there are no related party transactions between the Company and Mr. Briggs reportable under Item 404(a) of Regulation S-K. In connection with his service as a director, Mr. Briggs 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. Briggs is attached hereto as Exhibit 99.1 and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits

(d)       Exhibits. The following exhibit is filed herewith:

Exhibit No.   Description
     
99.1   Press Release dated August 11, 2020.

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: August 11, 2020

 

2

 

Exhibit 99.1

 

   

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 Rick Briggs as Director

 

OLD BRIDGE, New Jersey—August 11, 2020—Blonder Tongue Laboratories, Inc. (NYSE American: BDR) announced today the appointment of Rick Briggs to its board of directors.

 

Mr. Briggs is a highly experienced entrepreneur and senior operating executive with more than 30 years of experience developing innovative technology solutions for the senior living sector. He was the founder and president of Stellar Private Cable, Inc. dba “SeniorTV”, the nation’s first alternative private-network TV provider specializing in long-term care facilities and built his business into one of the most recognizable and trusted brands in the senior living industry. In 2018, Mr. Briggs sold Stellar Private Cable and the SeniorTV brand to Sentrics Holdings, LLC., a Texas based company specializing in the growth of senior living and development of associated technologies. Following the sale, Mr. Briggs served as Chief Marketing Officer for Sentrics and continued as president of Stellar and Senior TV through a transition period, culminating in his retirement earlier this year. SeniorTV, now Sentrics, has been and continues to be a long-time customer of Blonder Tongue. Mr. Briggs’ expertise includes deployment of satellite and cable television systems, resident internet using DOCSIS and Wi-Fi via existing coaxial as well as new fiber optic distribution methods, digital signage and community resident information channels, all of which comprise a significant segment of Blonder Tongue’s business. Mr. Briggs holds a Bachelor of Science degree in Advertising from Kent State University.

 

Commenting on Mr. Briggs appointment, Steven Shea, Blonder Tongue’s Chairman of the Board said: “We are very pleased to welcome Rick to our Board of Directors. As a private cable TV pioneer in the early 80’s offering analog solutions, to becoming a leader in today’s digital world, Rick is well versed in the operational challenges in the MDU, business to business, senior living and related hospitality technology spaces. His outstanding background will be invaluable in our continuing efforts to accurately anticipate the evolving needs of these market segments and design products and system solutions to address them.”

 

With regard to his joining the Blonder Tongue Board, Mr. Briggs said “Blonder Tongue has been a trusted supplier for SeniorTV since the company’s inception and a gold standard of reliability. They bring value to that market segment, with innovative solutions designed to position their customers for the future. Their reputation for solid high- performance equipment is well deserved. I look forward to working with the other members of the Board and the senior management team to help build their business, increase their market penetration and overcome the short-term challenges that the Company is facing in this current environment.”

 

Ted Grauch, the Company’s Chief Executive Officer also added: “The entire management team is excited to welcome Rick Briggs to our Board. Rick brings not only a wealth of subject matter expertise in a major segment of Blonder Tongue’s ongoing business but also a proven track record of accomplishments as a founder, business owner and leader. We believe Rick’s fantastic entrepreneurial experience and deep understanding of the business drivers in B-to-B internet and video service delivery are going to help us in our future strategic and product planning, and in many other ways. The Company has had a great working relationship with Rick for many years as a major customer, and we look forward to working even more closely in his new role as a Blonder Tongue Director.”

 

 

 

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, from which we have operated 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