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 16, 2014
 
 
               Blonder Tongue Laboratories, Inc.                 
(Exact Name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction of incorporation)
 
 
 
1-14120
(Commission File Number)
 
 
 
52-1611421
(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))
 
 
 
 

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Executive Stock Purchase Plan
 
On June 16, 2014, the Board of Directors of Blonder Tongue Laboratories, Inc. (the “Company”) adopted the Executive Stock Purchase Plan (the “Plan”).  The Plan allows executive officers of the Company to elect to purchase common stock of the Company in lieu of receiving their salary.  The maximum number of shares of common stock that can be purchased by all participants, in the aggregate, pursuant to the Plan is 250,000 shares.  The shares will be purchased directly from the Company at the fair market value of the Company’s common stock on the date of purchase (based on selling prices reported on NYSE MKT), which is the payroll date when the salary is withheld.
 
The foregoing summary is not complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
 
 
(d)           The following exhibit is filed herewith:

Exhibit 99.1                      Executive Stock Purchase Plan


 
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 Executive Officer
 
Date: June 20, 2014
 

 

 
Exhibit 99.1
 
EXECUTIVE STOCK PURCHASE PLAN
 
The purpose of this Executive Stock Purchase Plan (the “ Plan ”) is to provide an opportunity for Executives of Blonder Tongue Laboratories, Inc. (the “ Company ”) to purchase Common Stock of the Company, which will further align their interests with stockholders and provide additional incentives for Executives to contribute to the success of the Company.
 
1.           DEFINITIONS
 
(a)           “ Board ” shall mean the Board of Directors of the Company.
 
(b)           “ Committee ” shall mean the Compensation Committee of the Board.
 
(c)           “ Common Stock ” shall mean the common stock of the Company, par value $.001 per share, or any stock into which such common stock may be converted.
 
(d)           “ Default Initial Purchase Date ” shall have the meaning ascribed thereto in Section 2(c) of the Plan.
 
(e)           “ Executive ” shall mean an individual regularly employed by the Company and classified by the Company as an “officer” pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (“1934 Act”).
 
(f)           “ Fair Market Value ” means, with respect to a share of Common Stock as of any given date, (i) if the Common Stock is traded on the over-the-counter market, the arithmetic mean of the bid and the asked prices for the Common Stock at the close of trading on that date, or if that day is not a trading day (i.e., a weekend, holiday or no trades were made), on the trading day immediately preceding such day; (ii) if the Common Stock is listed on a national securities exchange, the arithmetic mean of the high and low selling prices of the Common Stock on that date, or if that day is not a trading day, on the trading day immediately preceding such day; and (iii) if the Common Stock is neither traded on the over-the-counter market nor listed on a national securities exchange, such value as the Committee, in good faith, shall determine.
 
(g)           “ IT Policy ” shall mean collectively the Company’s Statement of Company Policy on Insider Trading and the Policy Regarding Special Trading Procedures, as they may be amended or modified from time to time.
 
(h)           “ Notice of Election ” shall have the meaning ascribed thereto in Section 2 of the Plan.
 
(i)           “ Participant ” shall mean a participant in the Plan as described in Section 2 of the Plan.
 
(j)           “ Periodic Purchases ” shall have the meaning ascribed thereto in Section 2(a) of the Plan.
 
(k)           “ Purchase Date ” shall mean a payroll date on which the Company regularly makes payment of Salary to the Executives (currently every two (2) weeks on Friday), as such date(s) may be amended by the Company from time to time.
 
(l)           “ Salary ” shall mean an Executive’s base cash pay (excluding variable cash payments such as sales commissions, incentive bonuses and the like) paid on account of personal services rendered by the Executive to the Company, net of all tax withholdings and other required or authorized deductions other than amounts deducted pursuant to the Plan.
 
(m)           “ Single Purchase ” shall have the meaning ascribed thereto in Section 2(b) of the Plan.
 
(n)           “ 1933 Act ” shall have the meaning ascribed thereto in Section 5(a) of the Plan.
 
 
 
 
(o)           “ 1934 Act ” shall have the meaning ascribed thereto in Section 1(e) of the Plan.
 
2.           ELIGIBILITY AND ELECTIONS
 
Any Executive shall be eligible to participate in the Plan only during such Executive’s tenure as such.  An Executive who is eligible to participate in the Plan in accordance with this Section 2 may become a “Participant” by filing a completed Notice of Election to Participate (“ Notice of Election ”) on a form prescribed by the Company, which Executive’s Notice of Election is subject to approval by the Company’s Compliance Officer (as defined in the IT Policy).  If a Participant is terminated as an Executive (due to death, demotion, termination of employment or otherwise), he or she will no longer be entitled to participate in the Plan.  In addition, with regard to any standing Notice of Election in effect as of the date of termination as an Executive, such Notice of Election shall be terminated effective immediately on the date of termination as an Executive and he or she will not be entitled to purchase shares of Common Stock under the Plan on the next Purchase Date, but instead shall receive in cash the Salary payment (if any) to which he or she is due.
 
Pursuant to the following terms in this Section 2, an Executive may elect to make Periodic Purchases or a Single Purchase:
 
(a)           Periodic Purchases - An Executive may elect to receive shares of Common Stock in lieu of Salary for any specified time period (but not less than 2 Purchase Dates and not more than 26 Purchase Dates) (“ Periodic Purchases ”) by delivering a Notice of Election to the Company with all necessary information completed (including the dollar amount of Salary to be withheld and the number of Purchase Dates), subject to the restrictions set forth herein (including without limitation, Section 2(c) and 4 below).
 
(b)           Single Purchase – An Executive may elect to receive shares of Common Stock in lieu of Salary for only one Purchase Date (“ Single Purchase ”) by delivering a Notice of Election with all necessary information completed (including the dollar amount of Salary to be withheld), subject to the restrictions set forth herein.
 
(c)           Timing Restrictions –The first Purchase Date for which purchases may be made under the Plan is the first Purchase Date that is not less than 15 calendar days after the Company receives the fully completed and executed Notice of Election from the Executive (as such date of receipt shall be determined by the Company in its sole discretion) (“ Default Initial Purchase Date ”).  An Executive may choose the first Purchase Date to be a date later than the Default Initial Purchase Date by designating such a date in the Notice of Election; however, absent such a designation, the first Purchase Date shall be the Default Initial Purchase Date.  Once a Notice of Election has been received and approved by the Company, it cannot be modified by the Executive in any material respect (e.g., can’t change amount to be purchased, the Purchase Date(s) or the number of purchases), other than the right to discontinue participation under Section 4(b) below.
 
3.           PURCHASES
 
The number of shares of Common Stock delivered in lieu of any cash payment of Salary on any Purchase Date shall be determined by dividing the Salary amount to be withheld on such Purchase Date (per the Notice of Election) by the Fair Market Value of the Common Stock on the relevant Purchase Date, and then rounding down to the nearest whole share.  All Common Stock issued in lieu of Salary on any Purchase Date shall be issued in the name of the Executive effective as of the Purchase Date in the form of uncertificated shares registered on the books of the Company.  Any cash amounts remaining due to rounding down of shares shall be recorded in a separate bookkeeping account for each Executive, which shall be applied on the next Purchase Date if sufficient in amount (along with all previous accrued bookkeeping amounts in such account) to acquire a whole share of Common Stock on a Purchase Date; provided that the Executive may request payment in cash of the accrued amount in his bookkeeping account at any time.  All payroll deductions so held in a bookkeeping account by the Company may be commingled with other corporate funds, and no interest shall be paid or credited to the Participant with respect to such payroll deductions (except where required by local law as determined by the Committee).
 
 
 
 
4.           LIMITATIONS
 
(a)           The maximum number of shares that can be purchased by all Participants, in the aggregate, pursuant to the Plan is 250,000 shares of Common Stock, as such amount may be proportionally adjusted by the Committee from time to time if there is any increase or decrease in the number of outstanding shares of Common Stock because of a stock split, stock dividend, combination, recapitalization or similar proportionate adjustment of shares of Common Stock.  If the number of shares to be purchased on a Purchase Date by all Participants exceeds the number of shares then remaining available for issuance under the Plan, the Company will make a pro rata allocation of the remaining shares as shall be reasonably practicable as the Committee, in its absolute discretion, shall determine.  In such event, the Company shall give written notice of such reduction of the number of shares to be purchased to each Participant affected.
 
(b)           An Executive may discontinue participation in the Plan under exceptional circumstances with the approval of the Compliance Officer of the IT Policy, which request for discontinuation shall be made by written notice to the Company on a form prescribed by the Company.  If participation is discontinued, the Executive will then only receive cash for all future Salary, unless a new Notice of Election is completed in the future; provided however, that any Executive who discontinues participation under this Section 4(b) must wait at least 30 days after the effective date of such notice to discontinue before the Executive can submit to the Company a new Notice of Election.  An Executive is prohibited from submitting multiple, overlapping Notices of Election, such as submitting a Notice of Election for a Single Purchase while a Notice of Election is still operative (i.e., Purchase Dates remain) for a Periodic Purchase plan covering the same Purchase Date.  Without limiting the foregoing, an Executive may submit a new Notice of Election while a Notice of Election is still operative as long as the first Purchase Date under the new Notice of Election is subsequent to the last Purchase Date under the existing Notice of Election.
 
5.           REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH LAW
 
(a)           In connection with entering into a Notice of Election, the Executive shall make certain representations, warranties and covenants to the Company as are set forth in Exhibit A to the Notice of Election, which, among other things, relate to the Common Stock not being registered under the Securities Act of 1933, as amended (“ 1933 Act ”), the need to report purchases under Section 16 of the 1934 Act and compliance with Rule 10b5-1(c) under the 1934 Act.
 
(b)           The Plan and all shares of Common Stock granted pursuant to the Plan are subject to the Company’s IT Policy, provided that the Notice of Election shall be deemed to be a “Trading Plan” as defined under the IT Policy and the Executive is permitted to execute a Notice of Election before receiving approval of the Compliance Officer.  If there is ever a conflict between the Plan and the IT Policy, the IT Policy shall govern.  Notwithstanding anything to the contrary in this Section 5(b), an Executive shall only submit a Notice of Election when (i) there is a “trading window” under the IT Policy, and (ii) the Executive is not in possession of material non-public information about the Company or otherwise restricted from making purchases under the IT Policy (e.g., trading suspension due to material developments not yet disclosed to the public).  A Notice of Election received  in violation of the prior sentence shall not be effective.
 
6.           ADMINISTRATION
 
The Plan shall be administered by the Committee and its designees.  The Committee shall have the power to (a) establish, adopt, revise, amend or rescind any guidelines, rules and regulations as it may deem necessary or advisable to administer the Plan, and (b) interpret the terms of, and rule on any matter arising under, the Plan or any purchases under the Plan.
 
 
 
 
7.           APPROVAL AND TERMINATION
 
The Plan was adopted by the Board of Directors of the Company on June 16, 2014.  The Committee may revoke the right to receive shares of Common Stock pursuant to any election under the Plan, and the Board may terminate the Plan in its entirety, at any time, in their sole and absolute discretion. In any such case, all earned but previously unpaid Salary will be paid in cash to the Executive on the appropriate Purchase Dates regardless of any prior election by the Executive to receive such Salary in the form of shares of Common Stock, provided the Executive is then entitled to receive the payment of Salary.