As
filed with the Securities and Exchange Commission on March 25, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Blonder
Tongue Laboratories, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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52-1611421
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S.
Employer
Identification Number)
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One
Jake Brown Road
Old
Bridge, New Jersey 08857 (732) 679-4000
(Address, Including ZIP code, and
Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)
Eric
Skolnik
Senior
Vice President and Chief Financial Officer
One
Jake Brown Road
Old
Bridge, New Jersey 08857
(732)
679-4000
(Name,
Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies
to:
Gary
P. Scharmett, Esq.
Stradley
Ronon Stevens & Young, LLP
2005
Market Street, Suite 2600
Philadelphia, PA 19103-7018
Telephone: (215) 564-8000
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount to be registered(1)
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Proposed maximum offering price per unit(2)
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Proposed maximum aggregate offering price
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Amount of registration fee(3)
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Common Stock
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Preferred Stock
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Warrants(4)
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Units(5)
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Total
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—
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—
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$
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10,000,000
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$
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1,091
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(1)
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Information
with respect to each class is omitted pursuant to General Instruction II.D. of Form S-3. There are being registered hereunder
such indeterminate number of shares of common stock and preferred stock, and such indeterminate number of warrants to purchase
shares of common stock and preferred stock, and such indeterminate number of units to be sold by the Registrant which together
shall have an aggregate public offering price not to exceed $10,000,000. Any such securities registered hereunder may be sold
by the Registrant separately or in combination with the other securities registered hereunder. Includes such indeterminate
amount of securities as may be issued upon exercise, conversion or exchange of, pursuant to anti-dilution adjustments, or
pursuant to a stock dividend, stock split or similar transaction with respect to securities that provide for such issuance,
exercise, conversion, exchange, adjustment, stock split or similar transaction with respect to securities that provide for
such issuance, exercise, conversion, exchange, adjustment, stock split or similar transaction. Separate consideration may
or may not be received for any of these securities.
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(2)
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The
proposed maximum aggregate offering price for each class of securities to be registered is not specified pursuant to General
Instruction II.D. of Form S-3.
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(3)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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(4)
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Warrants
may represent rights to purchase shares of common stock, shares of preferred stock or other securities registered hereby.
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(5)
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Each
unit consists of any combination of two or more of the securities being registered hereby.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, dated March 25, 2021
PROSPECTUS
$10,000,000
Blonder
Tongue Laboratories, Inc.
Common
Stock
Preferred Stock
Warrants
Units
We
may offer and sell the securities identified above from time to time, in one or more transactions. This prospectus provides you
with a general description of these securities. Each time we offer any securities pursuant to this prospectus, we will provide
you with a prospectus supplement describing the specific terms of the securities being offered, including the price of the securities.
The prospectus supplements and any related free writing prospectus also may add, update or change information contained in this
prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus,
together with the documents incorporated by reference in this prospectus and any prospectus supplement, before you decide to invest
in any of our securities. This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement
that further describes the securities being offered and sold to you.
We
may offer and sell these securities to or through one or more agents, dealers or underwriters as designated by us from time to
time, or directly to purchasers or through a combination of these methods, on a continuous or delayed basis. If any agents, dealers
or underwriters are involved in the offer and sale of any securities, the applicable prospectus supplement will set forth their
names and any applicable purchase price, fee, commission or discount arrangement with, between or among them, or such amount will
be calculable from the information set forth therein. For additional information, see “Plan of Distribution.” No securities
may be sold without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of
those securities.
Our
common stock is listed on the NYSE American under the symbol “BDR.” On March 25, 2021 the last reported sale price
of our common stock on the NYSE American was $1.50 per share. There is currently no market for the other securities we may
offer. You are urged to obtain current market quotations of our common stock. The prospectus supplement will contain information,
where applicable, as to any other listing of the securities on the NYSE American or any other securities market or exchange covered
by the prospectus supplement.
The
aggregate market value of our outstanding common stock held by non-affiliates, or public float, as of the date of this prospectus
is approximately $14,76 million based on 6,649,144 shares of outstanding common stock held by non-affiliates, and a per share
price of $2.22, which was the last reported sale price of our common stock on the NYSE American on February 9, 2021 (a date within
60 days of the date hereof). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public
primary offering with a value exceeding more than one-third of our public float in any 12-month period if our public float, measured
in accordance with such instruction, remains below $75 million. As of the date hereof, we have not offered any securities pursuant
to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.
Our
principal executive offices are located at One Jake Brown Road, Old Bridge, New Jersey 08857. Our telephone number is (732) 679-4000.
Investing
in our securities involves risks. See “Risk Factors” beginning on page 3 of this prospectus, as well as those
risk factors contained in any prospectus supplement we file and in our reports filed with the Securities and Exchange Commission,
or the SEC, that are incorporated or deemed to be incorporated by reference herein or in any applicable prospectus supplement,
to read about other risk factors you should consider before making a decision to invest in any of our securities.
None
of the SEC, any state securities commission or any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2021
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we have filed with the SEC under the Securities Act of 1933, as amended, or
the Securities Act, using a “shelf” registration process. Under this shelf registration statement, we are registering
an unspecified amount of the securities described in this prospectus, and may sell any these securities in one or more offerings
from time to time in the future, up to an aggregate offering amount of $10,000,000 (although pursuant to General Instruction I.B.6
of Form S-3 we may be limited to selling a lesser amount). This prospectus provides you with a general description of the securities
we may offer and sell and is not meant to provide a complete description of each security. As a result, each time we sell securities,
we will provide a prospectus supplement containing specific information about the terms of the offering, including specific amounts,
prices and other terms of the securities being offered and other details related to the offering. The prospectus supplement may
also add, update or change information contained in this prospectus. Such information may be further updated by documents incorporated
by reference into this prospectus or a prospectus supplement. Any statement contained in this prospectus, any prospectus supplement
or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded
for purposes of this prospectus and any prospectus supplement to the extent that a statement contained in any subsequently filed
document which is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus
or any prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional
information described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can
Find More Information” before making an investment decision.
This
prospectus and any prospectus supplement do not contain all of the information set forth or incorporated by reference in the registration
statement or the exhibits filed therewith. Statements contained or incorporated by reference in this prospectus and any applicable
prospectus supplement as to the contents of any contract or other document are only summaries, are not necessarily complete, and
in each instance we refer you to the copy of the contract or other document filed as an exhibit to, or incorporated by reference
in, this prospectus or such prospectus supplement, as applicable, each such statement being qualified in all respects by such
reference.
You
should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement.
We have not authorized any person to provide you with any information or to make any representation other than those contained
or incorporated by reference in this prospectus or any applicable prospectus supplement, and, if made, such information or representation
must not be relied upon as having been given or authorized. Neither this prospectus nor any prospectus supplement constitutes
an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus or any
such prospectus supplement, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction
in which the offer or solicitation is not authorized or is unlawful. The delivery of this prospectus or any prospectus supplement
will not, under any circumstances, create any implication that the information herein or therein is correct as of any time subsequent
to the date of this prospectus or such prospectus supplement. You should assume that the information contained or incorporated
by reference in this prospectus, any prospectus supplement or other offering materials is accurate only as of the dates of those
documents or the documents incorporated by reference, as applicable. Our business, financial condition, results of operations
and prospects may have changed since those dates. Any information disclosed in our subsequent filings with the SEC and any applicable
prospectus supplement that is inconsistent with the information included in this prospectus will supersede the information in
this prospectus or any earlier prospectus supplement.
We
have not taken any action to permit a public offering of the securities offered by this prospectus or any prospectus supplement
outside the United States or to permit the possession or distribution of this prospectus outside the United States unless the
applicable prospectus supplement so specifies. Persons outside the United States who come into possession of this prospectus or
any prospectus supplement must inform themselves about and observe any restrictions relating to the offering of the securities
and the distribution of this prospectus or such prospectus supplement outside of the United States.
All
references in this prospectus and any prospectus supplement to “Blonder Tongue,” the “Company,” “we,”
“us,” “our,” or similar references refer to Blonder Tongue Laboratories, Inc., and its subsidiaries on
a consolidated basis, except where the context otherwise requires or as otherwise indicated.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement and the documents incorporated by reference herein and therein contain forward-looking information
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking
statements relate to future events regarding such matters as anticipated financial performance, business prospects, technological
developments, new products, research and development activities and similar matters. In order to comply with the terms of the
safe harbor provisions, we note that a variety of factors could cause our actual results and experience to differ materially and
adversely from the anticipated results or other expectations expressed in the forward-looking statements. The risks and uncertainties
that may affect the operation, performance, development and results of our business include, but are not limited to, those matters
discussed in our Annual Report on Form 10-K for the year ended December 31, 2020 in the sections entitled "Management’s
Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors," and in the same sections
of our subsequently-filed Quarterly Reports on Form 10-Q, as may be further updated by any Current Reports on Form 8-K that we
may file. 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, including statements regarding our ability
to continue as a going concern, our ability to maintain the listing of our shares on the NYSE American and the status of our efforts
to obtain forgiveness of our PPP loan and eligibility for such forgiveness. Readers also should carefully review the risk factors
we describe in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date hereof, or, in the case of other documents
referred to herein, the dates of those documents. We undertake no obligation to publicly revise or update these forward-looking
statements to reflect events or circumstances that arise after the date hereof, except as may be required under applicable law.
Our actual results may differ from the anticipated results or other expectations expressed in these forward-looking statements.
SUMMARY
This
summary highlights information contained elsewhere in this prospectus and in the documents we incorporate by reference. This summary
does not contain all of the information that you should consider before deciding to invest in our securities. You should read
this entire prospectus and any applicable prospectus supplement carefully, including the “Risk Factors” sections contained
in this prospectus and any applicable prospectus supplement and Part I, Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2020, as may be updated by our subsequently-filed Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as our financial statements and the related notes and the other documents incorporated by reference herein, which
are described under the heading “Incorporation of Certain Documents by Reference.”
Blonder
Tongue Laboratories, Inc.
Blonder
Tongue was incorporated in November 1988, under the laws of Delaware as GPS Acquisition Corp. for the purpose of acquiring the
business of Blonder-Tongue Laboratories, Inc., a New Jersey corporation, which was founded in 1950 by Ben H. Tongue and Isaac
S. Blonder to design, manufacture and supply a line of electronics and systems equipment principally for the private cable industry.
Following the acquisition, we changed our name to Blonder Tongue Laboratories, Inc. Blonder Tongue completed the initial public
offering of its shares of common stock in December 1995.
Today,
Blonder Tongue is a technology research and development (“R&D”) company with U.S.-based manufacturing, that delivers
a wide range of products and services to major telecommunications, cable and fiber optic service delivery operators, as well as
broadcasters and media production companies. For over 70 years, our products have provided the latest technology for telecom company
Central Offices (COs), cable operator headends, broadcaster studios (together “Telecom”), as well as to lodging/hospitality,
multi-dwelling units/apartments (“MDU”) and a range of business to business (“B-B”) customers at a wide
range of locations including university campuses, healthcare/hospitals, fitness centers, government facilities, military bases,
prisons, airports, sports stadiums/arenas, entertainment venues/casinos, retail stores, and small-medium businesses. These applications
are also variously described as commercial, institutional, and/or enterprise environments and will be referred to herein collectively
as “CIE.” The customers we serve also include business entities distributing and installing private data delivery,
broadband and video networks in these environments, including the world’s largest cable television operators, telecommunications
providers and satellite providers, as well as integrators, architects, engineers or the next generation of Internet Protocol Television
(“IPTV”) streaming video service providers.
We
continue to be focused on the needs of an expanding group of customers, providing high quality, ultra-high reliability technology
products to meet their needs and supporting those products following deployment. For over 70 years we have provided innovative
solutions based on continually advancing technology. Since our founding, Blonder Tongue has continued to keep abreast of evolving
technologies, from analog to digital television, Hybrid-Fiber Coax (“HFC”) networks with Quadrature Amplitude Modulation
(“QAM”) edge devices, High Definition (“HD”) and Ultra HD (“4K”) and (“UHD”) encoding
and transcoding, IPTV processing and distribution, multiscreen Adaptive Bit Rate (“ABR”) technologies and high-speed
data delivery technologies.
Beginning
in January 2020, Blonder Tongue has been implementing a strategic plan to improve operating results towards increasing shareholder
value. This plan consists of:
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Adapting
operating expenses in line with expected revenue and income levels.
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Focusing
R&D on short-term high confidence opportunities with compelling ROI.
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Expanding
sales and marketing efforts directly to service operators.
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Streamlining
manufacturing operations and simplifying product offerings.
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Increasing
gross margins.
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In
2019, Blonder Tongue initiated a consumer premise equipment (“CPE”) sales initiative. The products sold in 2019 comprise
primarily Android-based IPTV set top boxes targeted to the Tier 2 and Tier 3 telecommunications and fiber optics-based service
providers. Total CPE product sales, including product accessories and replacement parts, were $4,165,000 in 2020 and $3,977,000
in 2019.
Like
many businesses throughout the United States and the world, we have been affected by the COVID-19 outbreak. Because there are
daily developments regarding the outbreak, we are continually assessing the current and anticipated future effects on our business,
including how these developments are impacting or may impact our customers, employees and business partners. In our core CIE business,
we have experienced a noticeable decline in sales, as many of our customers have significantly reduced their business operations.
In our CPE business we have experienced a more substantial reduction in sales, again as a result of our customers’ significant
decrease in their business activities. With uncertainties surrounding the extent to which the COVID-19 outbreak will affect the
economy generally, and our customers and business partners in particular, it is impossible for us to predict when conditions will
improve to the point that we can reasonably forecast when our sales might return to historical levels. However, we are currently
taking steps to significantly reduce our expenses, including adjustments in our staffing (in the form of furloughs) and reductions
in manufacturing activities, which we believe will improve our ability to continue our operations at current levels and meet our
obligations to our customers.
Our
manufacturing is allocated primarily between its facility in Old Bridge, New Jersey (“Old Bridge Facility”) and key
contract manufacturing located in the People’s Republic of China (“PRC”) as well as South Korea, Taiwan and
Ohio. We currently manufacture most of our digital products, including the NXG product line and latest encoder, transcoder and
EdgeQAM collections at the Old Bridge Facility. Since 2007 we have transitioned and continue to manufacture certain high volume,
labor intensive products, including many of our analog and other products, in the PRC, pursuant to manufacturing agreements that
govern the production of products that may from time to time be the subject of purchase orders submitted by (and in the discretion
of) Blonder Tongue. Although we do not currently anticipate the transfer of any additional products to the PRC or other countries
for manufacture, we may do so if business and market conditions make it advantageous to do so. Manufacturing products both at
the Old Bridge Facility as well as in the PRC, South Korea, Taiwan and Ohio enables Blonder Tongue to realize cost reductions
while maintaining a competitive position and time-to-market advantage.
The
Company may, from time to time, provide manufacturing, research and development and product support services for other companies’
products. In 2015, the Company entered into an agreement with VBrick Systems, Inc. (“VBrick”) to provide procurement,
manufacturing, warehousing and fulfillment support to VBrick for a line of high-end encoder products and sub-assemblies. Sales
to VBrick of encoder products were approximately $145,000 and $602,000 in 2020 and 2019, respectively. Sales to VBrick for sub-assemblies
were not material in 2020 or 2019.
Our
principal executive offices are located at One Jake Brown Road, Old Bridge, New Jersey 08857; telephone (732) 679-4000. Our Internet
address is www.blondertongue.com. Except for our SEC filings incorporated by reference into this prospectus and any prospectus
supplement that are available through our website, or as otherwise expressly stated herein, the information found on, or otherwise
accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any prospectus supplement
or any other report or document we file with or furnish to the SEC.
RISK
FACTORS
An
investment in our securities involves substantial risks. In consultation with your own advisors, you should carefully consider,
among other matters, the risk factors and other information we include or incorporate by reference in this prospectus and any
prospectus supplement before deciding whether to invest in our securities. In particular, you should carefully consider, among
other things, the factors described under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form
10-K for the year ended December 31, 2020, as may be updated by our subsequently-filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. If any of the risks contained in or incorporated by reference into this prospectus or any prospectus supplement
develop into actual events, our business, financial condition, liquidity, results of operations and prospects could be materially
and adversely affected, the market price of our securities could decline, and you may lose all or part of your investment. Some
statements in this prospectus and any prospectus supplement, and in the documents incorporated by reference into this prospectus
or any prospectus supplement, including statements relating to the risk factors, constitute forward-looking statements. See the
“Cautionary Note Regarding Forward-Looking Statements” section in this prospectus and any prospectus supplement.
USE
OF PROCEEDS
Unless
otherwise indicated in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the offered securities
for general corporate purposes. The prospectus supplement with respect to an offering may identify different or additional uses
for the proceeds of that offering. In most cases, management will retain broad discretion over the allocation of net proceeds.
DESCRIPTION
OF THE SECURITIES
This
prospectus contains a summary of the common stock, preferred stock, warrants and units that we may offer and issue under this
prospectus and any applicable prospectus supplement. The particular material terms of the securities offered by a prospectus supplement
will be described in that prospectus supplement. If indicated in the applicable prospectus supplement, the terms of the offered
securities may differ from the terms summarized below. The prospectus supplement will also contain information, where applicable,
about material United States federal income tax considerations relating to the offered securities, and the securities exchange,
if any, on which the offered securities will be listed. The descriptions herein and in the applicable prospectus supplement do
not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions
of the actual documents whose terms are summarized herein and in the applicable prospectus supplement, because those documents,
and not the summaries, define your rights as holders of the relevant securities. For more information, please review the forms
of these documents, which are or will be filed with the SEC and are or will be available as described under the heading “Where
You Can Find More Information” below.
DESCRIPTION
OF COMMON STOCK
The
following description, together with the additional information we may include in any applicable prospectus supplements, summarizes
the material terms and provisions of the common stock that we may offer under this prospectus or any prospectus supplement. The
following description provides a summary of the terms of our common stock, but does not purport to be complete and is subject
to and qualified by reference to our certificate of incorporation and bylaws, as amended to date, which have been filed with or
incorporated by reference in the registration statement of which this prospectus is a part.
The
description below does not contain all of the information that you might find useful or that might be important to you. You should
refer to the provisions of our certificate of incorporation and bylaws because they, and not the summaries, define the rights
of holders of shares of our common stock. These documents are available as described under the heading “Where You Can Find
More Information.”
General
Our
certificate of incorporation authorizes the issuance of up to 25,000,000 shares of common stock and 5,000,000 shares of preferred
stock. The rights and preferences of the preferred stock may be established from time to time by our board of directors. As of
March 25, 2021, there were 11,874,045 shares of common stock issued and outstanding and no shares of preferred stock issued and
outstanding.
Voting
Rights
Except
as otherwise required by law and except as provided by the terms of any other class or series of stock, holders of common stock
have the exclusive power to vote on all matters presented to our stockholders, including the election of directors. Each holder
of common stock is entitled to one vote per share, and each holder does not have cumulative voting rights. Accordingly, the holders
of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing
for election if they so choose. All matters are decided by the vote of a majority in voting interest of the stockholders present
in person or by proxy and voting at any meeting of the stockholders during which a quorum is present, except as otherwise provided
in our certificate of incorporation, our bylaws or by applicable law.
Because
our certificate of incorporation permits our board of directors to set the voting rights of preferred stock, it is possible that
holders of one or more series of preferred stock issued in the future could have voting rights that might limit the effect of
the voting rights of holders of common stock.
Dividend
Rights; Liquidation Rights
Subject
to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive
ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.
In addition, we may be party to one or more agreements, such as loan agreements and credit facilities, that will contractually
limit our ability to pay dividends.
Because
our certificate of incorporation permit our board of directors to set the dividend rights of preferred shares, it is possible
that holders of one or more series of preferred shares issued in the future could have dividend rights that differ from those
of the holders of our common stock. If the holders of a class or series of preferred stock is given dividend rights, the right
of holders of preferred shares to receive dividends could have priority over the right of holders of our common stock to receive
dividends.
We
have followed and presently intend to continue following a policy of retaining earnings, if any. We have not historically declared
or paid dividends on our common stock, and we do not expect to do so in the foreseeable future. Any future determination relating
to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including
our earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, our ability
to service any equity or debt obligations senior to our common stock, and other factors deemed relevant by our board of directors.
In
the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net
assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the
satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Redemption,
Preemptive Rights and Repurchase Provisions
Holders
of common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption, repurchase
or sinking fund provisions applicable to the common stock. Discretionary repurchases of our common stock may be subject to contractual
prohibitions or limitations, including prohibitions or limitations included in loan agreements and credit facilities.
Potential
Effects of Issuance of Preferred Stock
Under
the terms of our certificate of incorporation, the board of directors is authorized, subject to any limitations prescribed by
law, without stockholder approval, to issue shares of preferred stock in one or more series. Each such series of preferred stock
will have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, as shall be determined by the board of directors.
The
purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate
delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility
in connection with a variety of corporate purposes, could have the effect of making it more difficult for a third party to acquire,
or of discouraging a third party from acquiring, a majority of our outstanding voting stock.
The
effects of issuing preferred stock could include one or more of the following:
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decreasing
the amount of earnings and assets available for distribution to holders of common stock;
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restricting
dividends on the common stock;
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diluting
the voting power of the common stock;
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impairing
the liquidation rights of the common stock; or
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delaying,
deferring or preventing changes in our control or management.
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Effect
of Certain Provisions of our Certificate of Incorporation and Bylaws and the Delaware Anti-Takeover Statute
Some
provisions of Delaware law and our certificate of incorporation and bylaws could make the following transactions more difficult:
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acquisition
of us by means of a non-negotiated tender offer or similar transaction;
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a
change of control by means of a proxy contest or other; or
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removal
of our incumbent directors.
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It
is possible that these provisions could make it more difficult to accomplish or could deter transactions that shareholders may
otherwise consider to be in their best interest or in our best interest, including transactions which provide for payment of a
premium over the market price for our shares.
These
provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions
are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe
that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these
proposals could result in an improvement of their terms.
Provisions
of Our Governing Documents. Our certificate of incorporation and bylaws include provisions that may have the effects summarized
above. These provisions:
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empower
our board of directors, without stockholder approval, to issue preferred stock, the terms of which, including voting power, are
set by our board of directors;
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divide
our board of directors into three classes serving staggered three-year terms;
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restrict
the ability of stockholders to remove directors;
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prohibit
action by the stockholders without a stockholder meeting;
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eliminate
cumulative voting in elections of directors;
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require
that shares representing at least two-thirds of the total voting power approve any amendment to or repeal of our bylaws;
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require
advance notice of nominations for the election of directors and the presentation of stockholder proposals at meetings of stockholders;
and
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allow
the board of directors to increase or decrease the number of directors.
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Provisions
of Applicable Law – Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation
Law (“DGCL”). This law prohibits a publicly held Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years following the date that the stockholder became an "interested stockholder"
unless:
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prior
to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder;
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upon
consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee
stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or
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on
or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized
at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds
of the outstanding voting stock which is not owned by the interested stockholder.
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Section 203 defines “business combination” to include:
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any
merger or consolidation involving the corporation and the interested stockholder;
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any
sale, transfer, pledge or other disposition of 10% or more of our assets involving the
interested stockholder;
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in
general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder; or
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the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.
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In
general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person beneficially owning 15%
or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled
by the entity or person.
Limitation
of Liability and Indemnification
Section
145 of the DGCL allows us to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right
of the corporation) by reason of the fact that the person is or was our director, officer, employee or agent, or is or was serving
at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the person’s conduct was unlawful. Section 145 further allows us to indemnify any such person
serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in our favor, by reason of the fact that the person
is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees)
actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests and except that
no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be
liable to us, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was
brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court deems proper.
Section
102(b)(7) of the DGCL permits us to include in our certificate of incorporation a provision eliminating or limiting the personal
liability of a director to us or our stockholders for monetary damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.
Our
certificate of incorporation provides that our directors shall not be liable to Blonder Tongue or our stockholders for monetary
damages for breach of fiduciary duty as a director except to the extent that exculpation from liabilities is not permitted under
the DGCL as in effect at the time such liability is determined. In addition, our certificate of incorporation and our bylaws each
include provisions requiring us to indemnify directors and officers to the fullest extent permitted by the DGCL. Our certificate
of incorporation and bylaws provide that any person made a party or threatened to be made a party to a threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of ours, is or was
serving at our request as a director or officer of another corporation or enterprise, including service with respect to an employee
benefit plan, shall be indemnified by us against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent
authorized from time to time by the DGCL. The rights of indemnification are not exclusive of any other rights to which those seeking
indemnification may be entitled and shall continue as to a person who ceases to be a director, officer, employee or agent.
We
have obtained director and officer liability insurance under which, subject to the limitations of such policies, coverage will
be provided (a) to directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other
wrongful acts as a director or officer, including claims relating to public securities matters and (b) to us with respect to payments
which we may make to our directors and officers pursuant to the indemnification provisions summarized above or otherwise as a
matter of law.
We
also have entered into indemnification agreements with our directors and officers. The indemnification agreements provide directors
and officers with further indemnification to the maximum extent permitted by the DGCL.
We
believe that the foregoing policies and provisions of our governing documents are necessary to attract and retain qualified officers
and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted with respect to our
directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Listing
Our
common stock is listed on the NYSE American under the symbol “BDR.”
Transfer
Agent
American
Stock Transfer & Trust Company, LLC serves as the transfer agent and registrar for our common stock.
DESCRIPTION
OF PREFERRED STOCK
The
following description, together with the additional information we may include in any applicable prospectus supplements, summarizes
the material terms and provisions of the preferred stock that we may offer under this prospectus. While the terms summarized below
will apply generally to any shares of preferred stock that we may offer, we will describe the particular terms of any series of
preferred stock in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms
of any shares of preferred stock offered under that prospectus supplement may differ from the terms described below. Specific
certificates of designation will contain additional important terms and provisions and will be incorporated by reference as an
exhibit to the registration statement that includes this prospectus. We urge you to read the applicable prospectus supplement
and any related free writing prospectus, as well as the certificate of designation that contains the specific terms of the shares
of any preferred stock we offer for sale.
General
Under
the terms of our certificate of incorporation, our board of directors is authorized, subject to any limitations prescribed by
law, without stockholder approval, to issue up to a maximum of 5,000,000 shares of preferred stock in one or more series, with
such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences, as determined by the board of directors. As of the date of this prospectus, we do not
have any shares of preferred stock outstanding.
The
rights and privileges relating to any shares preferred stock we issue will be set forth in a certificate of designation. If we
do issue any shares of preferred stock, we will make available the related certificate of designation. The terms included in the
certificate of designation will provide additional detail and may be different than those summarized below. Because the certificate
of designation will govern the shares of any preferred stock we issue, you should review the certificate of designation as that
document, and not this summary, will define the rights and privileges of such shares.
In
authorizing the issuance of any additional shares of our preferred stock, our board of directors may determine the following:
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the
voting powers, if any, of the holders of shares of such series in addition to any voting rights affirmatively required by law;
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the
rights of stockholders in respect of dividends, including, without limitation, the rate or rates per annum and the time or times
at which (or the formula or other method pursuant to which such rate or rates and such time or times may be determined) and conditions
upon which the holders of shares of such series will be entitled to receive dividends and other distributions, and whether any
such dividends will be cumulative or noncumulative and, if cumulative, the terms upon which such dividends will be cumulative;
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whether
the shares of each such series shall be redeemable by us at our option or the holder of the shares, and, if redeemable, the terms
and conditions upon which the shares of such series may be redeemed;
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the
amount payable and the rights or preferences to which the holders of the shares of such series will be entitled upon any voluntary
or involuntary liquidation, dissolution or winding-up;
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the
terms, if any, upon which shares of such series will be convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or classes, including the price or prices or the rate or rates
of conversion or exchange and the terms of adjustment, if any; and
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any
other designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, so far as they are not inconsistent with the provisions of our certificate of incorporation and to
the full extent now or hereafter permitted under Delaware law.
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Terms
You
should read the applicable prospectus supplement relating to the particular series of preferred stock being offered and issued
and the related certificate of designation for specific terms of the shares of preferred stock of such series, including, where
applicable:
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the
title of the series, stated value and liquidation preferences, the number of shares constituting the series and the number of
shares of the series that are being offered;
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the
price or other consideration for which the shares will be issued;
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the
dividend rate(s) (or method of calculation), the dividend periods, the dates on which dividends shall be payable and whether the
dividends will be cumulative or noncumulative and, if cumulative, the dates at which the dividends shall begin to cumulate, and
the participating and other rights, if any, with respect to dividends;
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the
redemption or sinking fund provisions, if any;
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whether
the shares will be convertible into, or exchangeable for, shares of any other class or series and, if so, the provisions relating
to conversion or exchange rights;
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the
voting powers, full or limited, if any, of the shares offered; and
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such
other powers, preferences, rights, qualifications, limitations and restrictions thereof as our board of directors may deem
advisable.
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When
we issue shares of preferred stock, the shares will be fully paid and nonassessable, which means the full purchase price of the
shares will have been paid and holders of the shares will not be assessed any additional monies for the shares. Unless the applicable
prospectus supplement indicates otherwise, each series of the preferred stock will rank equally with any outstanding shares of
our preferred stock and each other series of the preferred stock. Unless the applicable prospectus supplement states otherwise,
the preferred stock will have no preemptive rights to subscribe for any additional securities which are issued by us, meaning,
the holders of shares of preferred stock will have no right to buy any portion of the issued securities.
In
addition, unless the applicable prospectus supplement indicates otherwise, we will have the right to “reopen” a previous
issue of a series of preferred stock by issuing additional preferred stock of such series.
The
transfer agent, registrar, dividend disbursing agent, calculation agent and redemption agent for shares of each series of preferred
stock will be named in the prospectus supplement relating to such series.
Dividends
The
holders of the preferred stock of each series will be entitled to receive cash dividends out of funds legally available, when,
as and if, declared by our board of directors or a duly authorized committee of the board, at the rates and on the dates stated
in the applicable prospectus supplement. These rates may be fixed, or variable, or both. If the dividend rate is variable, the
applicable prospectus supplement will describe the formula used to determine the dividend rate for each dividend period. We will
pay dividends to the holders of record as they appear on our stock books on the record dates determined by our board of directors
or an authorized committee of our board.
Voting
Rights
Holders
of shares of preferred stock will have no voting rights, except as (i) otherwise stated in the applicable prospectus supplement,
(ii) as otherwise stated in the certificate of designations establishing such series or (iii) as required by applicable law.
Redemption
A
series of the preferred stock may be redeemable, in whole or in part, at our option, and may be subject to mandatory redemption
under a sinking fund or otherwise as described in the applicable prospectus supplement. If a series of preferred stock is redeemable
at our option, that applicable prospectus supplement will specify the conditions to such redemption and any restrictions, whether
pursuant to the terms of the preferred stock or other securities or obligations of our, or pursuant to regulatory requirements,
on our ability to redeem. If a series of preferred stock is subject to mandatory redemption, the applicable prospectus supplement
will specify the number of shares that we will redeem, the time or times for such redemption, the redemption price per share and
other obligations of ours in connection with the redemption. In each case, the applicable prospectus supplement will indicate
whether the redemption price can be paid in cash or other property. Unless we default in the payment of the redemption price,
dividends will cease to accrue after the redemption date on shares of preferred stock called for redemption and all rights of
holders of such shares will terminate except for the right to receive the redemption price.
Conversion
and Exchange
If
any series of preferred stock we propose to offer and issue is convertible into or exchangeable for any other class or series
of our capital stock or any other securities of ours, the applicable prospectus supplement relating to that series will describe
the terms and conditions governing the conversions and exchanges.
Liquidation
Rights
If
we voluntarily or involuntarily liquidate, dissolve or wind up our business, the holders of shares of each series of preferred
stock and any other securities that have rights equal to that series of preferred stock under these circumstances, will be entitled
to receive out of our assets that are available for distribution to stockholders a distribution in the amount provided in certificate
of designations and will receive such distributions (if any) before any distribution to holders of common stock or of any securities
ranking junior to the series of preferred stock. If our assets are insufficient to pay all amounts to which holders of preferred
stock are entitled, we will make no distribution on the preferred stock or on any other securities ranking equal to the preferred
stock unless we make a pro rata distribution to those holders. After we pay the full amount of the liquidation distribution to
which the holders are entitled, the holders will have no right or claim to any of our remaining assets.
Unless
otherwise stated in the applicable prospectus supplement or the certificate of designations, neither the sale of all or any part
of our property and business, nor our merger into or consolidation with any other corporation, nor the merger or consolidation
of any other corporation with or into us, will be deemed to be a dissolution, liquidation or winding up.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information we may include in any applicable prospectus supplements, summarizes
the material terms and provisions of the preferred stock that we may offer under this prospectus, and the related warrant agreements
and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe
the particular terms of any warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus
supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific
warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit
to the registration statement that includes this prospectus. We urge you to read the applicable prospectus supplement and any
related free writing prospectus, as well as the complete warrant agreement wan warrant certificate that contain the specific terms
of the warrants we offer for sale.
General
We
may issue warrants for the purchase of common stock or preferred stock. Warrants may be issued separately or together with common
stock or preferred stock offered and issued by any prospectus supplement and may be attached to or separate from such common stock
or preferred stock. Each series of warrants may be issued under a separate warrant agreement to be entered into between us and
a bank or trust corporation, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue
of warrants, or a warrant agreement to be entered into between us and a purchaser of warrant and/or a warrant certificate containing
specific terms of the warrant.
We
will describe in the applicable prospectus supplement the terms of the particular warrants being offered and issued and the applicable
warrant agreement, including, where applicable:
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the
title of the warrants;
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the
offering price for the warrants;
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the
aggregate number of warrants offered;
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the
designation and terms of the common stock or preferred stock, if any, purchasable upon exercise of the warrants;
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the
designation and terms of the common stock or preferred stock, if any, with which the warrants are issued and the number of
warrants issued with each of these securities;
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the
date after which the warrants and any common stock or preferred stock, if any, issued with the warrants will be separately
transferable;
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in
the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock,
as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon
such exercise;
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the
dates on which the right to exercise the warrants begins and expires;
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the
minimum or maximum amount of the warrants that may be exercised at any one time;
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the
manner of exercise;
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the
currency, currencies or currency units in which the offering price, if any, and the exercise price are payable;
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a
discussion of certain material United States federal income tax considerations;
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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any
redemption or call provisions applicable to the warrants;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
and
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any
other terms, preferences, rights or limitations of or restrictions on the warrants.
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Warrant
certificates may be exchanged for new warrant certificates of different denominations, may be presented for registration of transfer,
and may be exercised at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus
supplement. Prior to the exercise of any warrants to purchase common stock or preferred stock, holders of such warrants will not
have any rights of holders of the common stock or preferred stock purchasable upon such exercise, including the right to receive
payments of dividends, if any, on the common stock or preferred stock purchasable upon such exercise or to exercise any applicable
right to vote.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase such shares of common stock or preferred stock, as the case may be, at such exercise
price as shall in each case be set forth in, or calculable from, the prospectus supplement relating to the warrants we propose
to offer and issue. After the close of business on the expiration date of the warrants (or such later date to which such expiration
date may be extended by us), unexercised warrants will become void.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplements, summarizes
the material terms and provisions of the units that we may offer under this prospectus and any related unit agreements that we
may enter into or unit certificates that we may issue. While the terms summarized below will apply generally to any units that
we may offer, we will describe the particular terms of any units in more detail in the applicable prospectus supplement. If we
indicate in the prospectus supplement, the terms of any units offered under that prospectus supplement may differ from the terms
described below. Specific unit agreements and/or unit certificates will contain additional important terms and provisions and
will be incorporated by reference as an exhibit to the registration statement that includes this prospectus. We urge you to read
the applicable prospectus supplement and any related free writing prospectus, as well as the unit agreement and/or unit certificate
that contains the specific terms of the units we offer for sale.
We
may issue units comprised of two or more of the other securities described in this prospectus in any combination and in one or
more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter
into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name
and address of the unit agent, if any. in the applicable prospectus supplement relating to a particular series of units.
We
will describe in the applicable prospectus supplement the terms of the particular units being offered and issued and the applicable
unit agreement or unit certificate, including, where applicable:
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the
title of the series of units;
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the
price or prices at which such units will be issued;
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
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the
terms of the unit agreement governing the units;
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a
discussion of certain material United States federal income tax considerations; and
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any
other terms of the units and of the securities comprising the units.
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The
provisions described in this section, as well as those described under “Description of Common Stock,” and “Description
of Preferred Stock” and “Description of Warrants” will apply to the securities included in each unit, to the
extent relevant and as may be updated in any prospectus supplements.
PLAN
OF DISTRIBUTION
We
may sell the securities being offered hereby in one or more of the following ways from time to time:
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to
underwriters for resale to the public or to investors;
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through
agents to the public or to investors;
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in
"at the market" offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker
or into an existing trading market on an exchange or otherwise;
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through
dealers;
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directly
to investors; or
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through
a combination of any of these methods or any other method permitted by law.
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We
may directly solicit offers to purchase securities, or agents may be designated to solicit such offers. In the prospectus supplement
relating to such offering, we will name any agent that could be viewed as an underwriter under the Securities Act and describe
any commissions that we are obligated to pay to any such agent. Any such agent will be acting on a best efforts basis for the
period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis.
This
prospectus may be used in connection with any offering of our securities through any of these methods or other methods described
in the applicable prospectus supplement.
Each
time that we use this prospectus to sell our securities, we will provide a prospectus supplement that describes the method of
distribution of the securities and will set forth the specific terms of the offering of securities, including, as applicable:
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the
terms of the offering;
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the
name or names of any underwriter, dealer or agent;
|
|
|
|
|
●
|
the
public offering or purchase price of the securities and the proceeds we will receive from the sale;
|
|
|
|
|
●
|
any
discounts and commissions to be allowed or paid to the underwriter or agent;
|
|
|
|
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●
|
all
other items constituting underwriting compensation;
|
|
|
|
|
●
|
any
discounts and commissions to be allowed or reallowed or paid to dealers;
|
|
|
|
|
●
|
any
over-allotment option we grant to the underwriter under which the underwriter may purchase additional securities from us;
and
|
|
|
|
|
●
|
any
securities exchanges on which the securities will be listed.
|
If
an underwriter is utilized in the sale of the securities being offered by this prospectus or any prospectus supplement, an underwriting
agreement will be executed under which the underwriter will make resales of the securities to the public. In connection with the
sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter
in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those
dealers may receive compensation in the form of discounts, concessions or commissions from the underwriter and/or commissions
from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting
on a best efforts basis. If a dealer is utilized in the sale of the securities being offered by this prospectus or any prospectus
supplement, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at
varying prices to be determined by the dealer at the time of resale.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of
the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities
may be deemed to be underwriting discounts and commissions. In addition, we may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resales
thereof.
We
may enter into agreements to indemnify underwriters, agents and dealers against civil liabilities, including liabilities under
the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons
for certain expenses.
Certain
underwriters, agents and dealers, and their associates and affiliates, may be customers of, have borrowing relationships with,
engage in other transactions with, or perform services, including investment banking services, for us or one or more of our respective
affiliates in the ordinary course of business.
The
sale and distribution of the securities may be effected from time to time in one or more transactions:
|
●
|
at
a fixed price or prices, which may be changed;
|
|
|
|
|
●
|
at
market prices prevailing at the time of sale;
|
|
|
|
|
●
|
at
prices related to such prevailing market prices; or
|
|
|
|
|
●
|
at
negotiated prices.
|
In
order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities.
Specifically, any underwriters may over allot in connection with the offering, creating a short position for their own accounts.
In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters
may bid for, and purchase, the securities or any such other securities in the open market. In any offering of the securities through
a syndicate of underwriters, the underwriting syndicate also may reclaim selling concessions allowed to an underwriter or a dealer
for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions
to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain
the market price of the securities above independent market levels. Any such underwriters are not required to engage in these
activities and may end any of these activities at any time.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.
In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to
third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those
derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including
in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those
sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives
to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not
identified in this prospectus, will be named in the applicable prospectus supplement or a post-effective amendment. In addition,
we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities
short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer
its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
Any
underwriters who purchase securities from us for public offering and sale may make a market in those securities, but these underwriters
will not be obligated to do so and may discontinue any market making at any time without notice. We cannot assure you that there
will be a trading market for any securities, and, if a trading market for any securities does develop, we cannot assure you that
such market will be liquid.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by us pursuant to this prospectus
will be passed upon for us by Stradley Ronon Stevens & Young, LLP, Philadelphia, Pennsylvania.
EXPERTS
The
consolidated financial statements of Blonder Tongue Laboratories, Inc. as of and for the years ended December 31, 2020 and 2019
included in our Annual Report on Form 10-K for the year ended December 31, 2020, incorporated by reference in this prospectus,
have been audited by Marcum LLP, an independent registered public accounting firm, and are included in reliance upon such report
given on the authority of such firm as an expert in accounting and auditing and includes, as set forth in their report thereon,
an explanatory paragraph describing conditions that raise substantial doubt about the company’s ability to continue as a
going concern.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference the information that we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this prospectus and any prospectus supplement. These documents may include periodic reports, such as our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Definitive Proxy Statements. Any documents that we subsequently
file with the SEC will automatically update and replace the information we previously filed with the SEC. Therefore, in the case
of a conflict or inconsistency between information set forth in this prospectus or any prospectus supplement and information incorporated
by reference into this prospectus or any prospectus supplement, you should rely on the information contained in the document that
was filed later.
This
prospectus incorporates by reference the documents listed below that we previously have filed with the SEC (other than, in each
case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
|
●
|
Our
Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 25, 2021;
|
|
|
|
|
●
|
Our
Current Reports on Form 8-K filed with the SEC on January
11, 2021, February 1, 2021, March
5, 2021 and March
11, 2021; and
|
|
|
|
|
●
|
The
description of our common stock contained in our Registration Statement on Form S-1 originally filed with the SEC on October
12, 1995, including any amendments or reports filed for the purpose of updating such description
|
We
are also incorporating by reference all other documents that we subsequently file with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) on or after the date of filing of the registration statement containing this prospectus and
prior to the effectiveness of the registration statement and (ii) on or after the date of this prospectus until the earlier of
the date on which all of the securities registered hereunder have been sold or this registration statement has been withdrawn
(other than, in each case, information deemed to have been furnished and not filed in accordance with SEC rules).
Any
statement contained in this prospectus, any prospectus supplement or in a document incorporated or deemed to be incorporated by
reference herein or therein shall be deemed to be modified or superseded for purposes of this prospectus and any prospectus supplement
to the extent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference
herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus or any prospectus supplement.
You
may obtain a copy of any or all of the documents incorporated by reference in this prospectus and any prospectus supplement from
the SEC on its web site at www.sec.gov. You also may obtain these documents from us without charge (other than an exhibit to a
document unless that exhibit is specifically incorporated by reference into that document) by requesting them from Eric Skolnik,
Senior Vice President and Chief Financial Officer, Blonder Tongue Laboratories, Inc, One Jake Brown Road, Old Bridge, New Jersey
08857; telephone (732) 679-4000 or by visiting our website at www.blondertongue.com. Except for our SEC filings incorporated by
reference into this prospectus and any prospectus supplement that are available through our website, or as otherwise expressly
stated herein, the information found on, or otherwise accessible through, our website is not incorporated into, and does not form
a part of, this prospectus or any prospectus supplement or any other report or document we file with or furnish to the SEC.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC. The address of the SEC’s website is www.sec.gov. In addition, we maintain a website that contains information about
us, including documents we have filed with the SEC, at www.blondertongue.com. Except for our SEC filings incorporated by reference
into this prospectus and any prospectus supplement that are available through our website, or as otherwise expressly stated herein,
the information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of,
this prospectus or any prospectus supplement or any other report or document we file with or furnish to the SEC.
We
have filed with the SEC a registration statement that registers the offer and sale of the securities offered by this prospectus.
This prospectus is part of the registration statement, but the registration statement, including the accompanying exhibits included
or incorporated by reference therein, contains additional relevant information about us. The rules and regulations of the SEC
allow us to omit certain information included in the registration statement from this prospectus. The registration statement may
contain additional information that may be important to you. You may obtain a copy of the registration statement and the exhibits
and schedules from the SEC at the SEC’s website or from us at our address listed above. Documents establishing the terms
of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference
in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries
and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual
documents for a more complete description of the relevant matters.
Blonder
Tongue Laboratories, Inc.
$10,000,000
Common
Stock
Preferred
Stock
Warrants
Units
PROSPECTUS
,
2021
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the estimated costs and expenses in connection with the issuance and distribution of the securities
being registered, all of which will be paid by Customers Bancorp, Inc. All amounts are estimates except with respect to the SEC
registration fee.
|
|
Amount
|
|
SEC registration fee
|
|
$
|
1,091
|
|
FINRA filing fee
|
|
|
*
|
|
Accounting fees and expenses
|
|
|
*
|
|
Legal fees and expenses
|
|
|
*
|
|
Transfer agent fees and expenses
|
|
|
*
|
|
Printing fees and expenses
|
|
|
*
|
|
Blue Sky qualification fees and expenses
|
|
|
*
|
|
Miscellaneous
|
|
|
*
|
|
Total
|
|
$
|
*
|
|
|
*
|
These
fees will depend on the securities offered, the number of issuances and the nature of offerings, and cannot be estimated at this
time.
|
Item
15. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person’s conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the
fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
Section
102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the
director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment
of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper
personal benefit.
The
registrant’s Restated Certificate of Incorporation provides that the registrant’s directors shall not be liable to
the registrant or the registrant’s stockholders for monetary damages for breach of fiduciary duty as a director except to
the extent that exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is determined.
The registrant’s Restated Certificate of Incorporation and Amended and Restated Bylaws each also include provisions requiring
the registrant to indemnify directors and officers to the fullest extent permitted by the DGCL. The Restated Certificate of Incorporation
and Amended and Restated Bylaws provide that any person made a party or threatened to be made a party to a threatened, pending
or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the registrant,
is or was serving at the request of the registrant as a director or officer of another corporation or enterprise, including service
with respect to an employee benefit plan, shall be indemnified by the registrant against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action,
suit or proceeding to the fullest extent authorized from time to time by the DGCL. The rights of indemnification are not exclusive
of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who ceases to be
a director, officer, employee or agent.
The
registrant has obtained director and officer liability insurance under which, subject to the limitations of such policies, coverage
will be provided (a) to directors and officers against loss arising from claims made by reason of breach of fiduciary duty or
other wrongful acts as a director or officer, including claims relating to public securities matters and (b) to the registrant
with respect to payments which may be made by the registrant to these directors and officers pursuant to the above indemnification
provision or otherwise as a matter of law.
The
registrant has also entered into indemnification agreements with the registrant’s directors and officers. The indemnification
agreements provide directors and officers with further indemnification to the maximum extent permitted by the DGCL.
Any
underwriting agreement or distribution agreement that the registrant enters into with any underwriters or agents involved in the
offering or sale of any securities registered hereby may require such underwriters or dealers to indemnify the registrant, some
or all of its directors and officers and its controlling persons, if any, for specified liabilities, which may include liabilities
under the Securities Act of 1933, as amended.
Item
16. Exhibits.
The
following exhibits are filed as part of this Registration Statement:
Exhibit Number
|
|
Description
|
1.1
|
|
Form
of Underwriting Agreement.*
|
|
|
|
1.2
|
|
Form
of Placement Agent Agreement.*
|
|
|
|
3.1
|
|
Restated
Certificate of Incorporation of Blonder Tongue Laboratories, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1, file No. 33-98070, originally filed with the SEC on October 12, 1995, as amended.
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Blonder Tongue Laboratories, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, K, filed with the SEC on March 23, 2018.
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Blonder Tongue Laboratories, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 20, 2018.
|
|
|
|
3.4
|
|
Form
of Certificate of Designation.*
|
|
|
|
4.1
|
|
Specimen
stock certificate of Blonder Tongue Laboratories, Inc. common stock, incorporated by reference to Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1, file No. 33-98070, originally filed with the SEC on October 12, 1995, as amended.
|
|
|
|
4.2
|
|
Warrant to VFT Special Ventures, Ltd., incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3, file No. 33-252088, filed with the SEC on January 14, 2021.
|
|
|
|
4.3
|
|
Senior Subordinated Convertible Loan and Security Agreement dated as of April 8, 2020 by and between Blonder Tongue Laboratories, Inc., the parties identified therein as Lenders and the party identified therein as Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, K, filed with the SEC on April 9, 2020.
|
|
|
|
4.4
|
|
First Amendment to Senior Subordinated Convertible Loan and Security Agreement and Joinder, dated as of April 24, 2020 by and between Blonder Tongue Laboratories, Inc., the parties identified therein as Lenders and the party identified therein as Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 27, 2020.
|
|
|
|
4.5
|
|
Form of Purchaser Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2020.
|
|
|
|
4.6
|
|
Form of Placement Agent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2020.
|
|
|
|
4.7
|
|
Form of Placement Agent Contingent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2020.
|
|
|
|
4.8
|
|
Second Amendment to Senior Subordinated Convertible Loan and Security Agreement and Joinder, dated as of December 28, 2020 by and between Blonder Tongue Laboratories, Inc., the parties identified therein as Lenders and the party identified therein as Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 29, 2020.
|
|
|
|
4.9
|
|
Form of Placement Agent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 1, 2021.
|
|
|
|
4.10
|
|
Third Amendment to Senior Subordinated Convertible Loan and Security Agreement and Joinder, dated as of January 28, 2021 by and between Blonder Tongue Laboratories, Inc., the parties identified therein as Lenders and the party identified therein as Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 1, 2021.
|
|
|
|
4.11
|
|
Form
of Preferred Stock Certificate.*
|
|
|
|
4.12
|
|
Form
of Warrant Agreement (including form of Warrant).*
|
|
|
|
4.13
|
|
Form
of Unit Agreement.*
|
|
|
|
5.1
|
|
Opinion of Stradley Ronon Stevens & Young, LLP (filed herewith).
|
|
|
|
23.1
|
|
Consent of Marcum LLP (filed herewith).
|
|
|
|
23.2
|
|
Consent of Stradley Ronon Stevens & Young, LLP (included in Exhibit 5.1).
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page in Part II of this Registration Statement).
|
|
*
|
To
be filed subsequently by an amendment to the registration statement or, to the extent permitted, by reference from documents filed
or to be filed with the SEC under the Securities Exchange Act of 1934, as amended.
|
Item
17. Undertakings.
|
(a)
|
The
undersigned registrant hereby undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration
statement; and
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
|
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act to any purchaser:
|
|
(i)(A)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be
filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date; or
|
|
(ii)
|
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date
of first use.
|
|
(5)
|
That,
for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act and (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling
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person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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(d)
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The
undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, (1)
the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4), or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective and (2) each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Township of Old Bridge, State of New Jersey, on March 25, 2021.
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BLONDER
TONGUE LABORATORIES, INC.
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By:
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/s/
Edward R. Grauch
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Chief
Executive Officer and President
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear below constitute and appoint Edward R. Grauch and
Eric Skolnik, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their names, places and steads, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to sign any subsequent registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and any and all amendments thereto, and to file the same, with all exhibits
thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Edward R. Grauch
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Chief Executive Officer and
President
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March
25, 2021
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Edward
R. Grauch
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(Principal Executive Officer)
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/s/
Eric Skolnik
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Senior
Vice President and Chief Financial Officer
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March
25, 2021
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Eric
Skolnik
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(Principal Financial and Accounting Officer)
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/s/
Anthony Bruno
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Director
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March
25, 2021
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Anthony
Bruno
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/s/
James F. Williams
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Director
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March
25, 2021
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James
F. Williams
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/s/
Charles E. Dietz
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Director
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March
25, 2021
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Charles
E. Dietz
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|
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/s/
Robert J. Pallé
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Director
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March
25, 2021
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Robert
J. Pallé
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/s/
Gary P. Scharmett
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Director
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March
25, 2021
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Gary
P. Scharmett
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/s/
Steven L. Shea
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Director
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March
25, 2021
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Steven
L. Shea
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/s/
James H. Williams
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Director
|
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March
25, 2021
|
James
H. Williams
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|
|
|
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/s/
Stephen K. Necessary
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Director
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March
25, 2021
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Stephen
K. Necessary
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/s/
John Burke
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Director
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March
25, 2021
|
John
Burke
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/s/
Michael Hawkey
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Director
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March
25, 2021
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Michael
Hawkey
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/s/
Rick Briggs
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Director
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March
25, 2021
|
Rick
Briggs
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