Amended Current Report Filing (8-k/a)
October 09 2018 - 2:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 8, 2018
Blonder
Tongue Laboratories, Inc.
(Exact Name of registrant as specified in its charter)
Delaware
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1-14120
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52-1611421
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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One
Jake Brown Road, Old Bridge, New Jersey
08857
(Address of principal executive offices) (Zip
Code)
Registrant’s
telephone number, including area code:
(732) 679-4000
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
Blonder
Tongue Laboratories, Inc. (the “
Company
”) is filing this amendment to Current Report on Form 8-K/A (the “
Amendment
”)
to its Current Report on Form 8-K originally filed with the Securities and Exchange Commission on October 9, 2018 (the “
Original
Report
”) with respect to the entry by the Company and Jake Brown Rd LLC (the “
Buyer
”) into an amendment
to the parties’ previously-disclosed agreement relating to the purchase and sale of the Company’s Old Bridge, New
Jersey facility (the “
Old Bridge Facility
”).
The
purpose of this Amendment is to update the Original Report to (i) correct a date referenced in Item 1.01 of the Original Report
and (ii) re-file the Second Amendment to Agreement of Sale (the “
Second Amendment
”) to correct the same date
reference. The Original Report and the form of the Second Amendment filed as an exhibit thereto indicated that the deadline for
the Buyer to provide notice to the Company to extend the closing date for the purchase and sale of the Old Bridge Facility was
January 4, 2018. The correct date for such notice is January 4, 2019. The disclosure presented below reflects the correct January
4, 2019 date. No other substantive changes have been made to the Original Report.
Item 1.01
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Entry
into a Material Definitive Agreement.
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As
previously disclosed, on August 3, 2018, the Company entered into an Agreement of Sale (the “
Original Sale
Agreement
”) with the Buyer, providing for the sale by the Company of the Old Bridge facility, which houses the
Company’s principal manufacturing, engineering, sales and administrative functions, to the Buyer. Also as previously
disclosed, on September 20, 2018, the Company, at the Buyer’s request, agreed to extend the due diligence period under
the Sale Agreement until the close of business on October 4, 2018 (the “
First Amendment
,” and together
with the Original Sale Agreement, the “
Agreement
”). On October 4, 2018, through an exchange of emails, the
due diligence period was extended to the close of business on October 8, 2018.
On
October 8, 2018, the Company and the Buyer entered into a Second Amendment to Agreement of Sale (the “
Second Amendment
”).
In the Second Amendment, the parties acknowledged that the due diligence period expired as of 4:00 p.m. on October 8, 2018, and
the Buyer stated its intention to proceed to closing of the sale and purchase of the Old Bridge Facility, subject to the fulfillment
by the Seller of all conditions of closing under the Agreement. In addition, pursuant to the Second Amendment:
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●
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the
parties have agreed that the closing of the sale and purchase of the Old Bridge Facility
will occur, subject to the fulfillment by the Seller of all conditions of closing under
the Agreement, on or before January 10, 2019, unless on or before the close of business
on January 4, 2019, the Buyer (i) notifies the Seller that it requires up to an additional
20 calendar days to close and (ii) such notice is accompanied by a non- refundable additional
deposit of $150,000 (“
Extension Deposit
”);
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●
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the
parties have agreed to execute and deliver a release to the escrow agent holding the
$250,000 initial deposit (the “
Initial Deposit
”) paid by the Buyer
in connection with execution of the Original Sale Agreement, providing for the release
of such Initial Deposit to the Seller;
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●
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the
Buyer has agreed to fund the second deposit of $250,000 provided under the Original Sale
Agreement (the “
Second Deposit
,” and together with the Initial Deposit,
the “
Deposit
”) not later than the close of business on October 9,
2018;
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●
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the
Buyer has acknowledged and agreed that the Deposit is the Seller’s property, subject
to the Seller’s obligation to return an amount equal to the Deposit if the Seller
fails to fulfill a condition to closing; and
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●
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the
parties agreed that if the Seller defaults under the Agreement, as amended, the Buyer
has the right to either (i) terminate the Agreement and be paid by the Seller $500,000
in the amount of liquidated damages or (ii) seek specific performance of the Seller’s
obligations under the Amendment. If, in connection with the request for a further extension
of the closing date, the Extension Deposit is paid, such amount will not be refundable
to the Buyer under any circumstances.
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The
Second Amendment also includes the Seller’s acknowledgment that the Buyer has not yet received a survey of the property
and that the Seller remains obligated to address any exceptions to title raised by the title company or the Buyer’s lender
as a result of the survey which would prevent a title company from removing the survey exception from the title insurance policy.
In addition, the Second Amendment contains the Seller’s acknowledgment that the Buyer has identified the possible need for
certain repairs to the parking lot and roof of the Old Bridge Facility in an aggregate amount of up to $220,000, and the Seller
has agreed that it will pay its allocated share of the actual amount of the repair-related expenses pursuant to the terms of the
lease between the Buyer and the Seller, which will be entered into at the closing of the purchase and sale of the Old Bridge Facility.
The
foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which
is filed as Exhibit 10.1 to this amendment to Current Report on Form 8-K/A and is incorporated herein by reference.
“Safe
Harbor” Statement
The
information set forth above includes “forward-looking” statements and accordingly, the cautionary statements contained
in Blonder Tongue's Annual Report and Form 10-K for the year ended December 31, 2017 (See Item 1: Business, Item 1A: Risk Factors,
Item 3: Legal Proceedings and Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations),
and other filings with the Securities and Exchange Commission are incorporated herein by reference. The words “believe”,
“expect”, “anticipate”, “project”, “target”, “intend”, “plan”,
“seek”, “estimate”, “endeavor”, “should”, “could”, “may”
and similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to projections
for our future financial performance, our anticipated growth trends, if any, in our business, our expected use of the proceeds
of the transactions described herein and other characterizations of future events or circumstances are forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only
as of the date hereof. Blonder Tongue undertakes no obligation to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date hereof. Blonder Tongue's actual results may differ from the anticipated results
or other expectations expressed in Blonder Tongue's “forward-looking” statements.
Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits. The following exhibit is filed herewith:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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BLONDER
TONGUE LABORATORIES, INC.
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By:
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/s/
Eric Skolnik
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Eric Skolnik
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Senior
Vice President and Chief Financial Officer
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Date:
October 9, 2018
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