Current Report Filing (8-k)
October 30 2018 - 5:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
October 30, 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. ☐
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
October 30, 2018, Blonder Tongue Laboratories, Inc. (the “Company”) issued a press release announcing the appointment
of Edward R. “Ted” Grauch as the Company’s Executive Vice President and Chief Operating Officer.
In
connection with his employment, Mr. Grauch will receive a base salary of $300,000 per year, and will be eligible to participate
in the Company’s Executive Officer Salary Bonus Plan, subject to the terms of such plan, as determined by the Compensation
Committee of the Board of Directors. He will also receive a signing bonus of $20,000, payable ninety days after his start date
with the Company, and will be entitled to receive reimbursement of up to $8,500 per calendar year for personal air travel to and
from his primary residence outside of New Jersey and a monthly automobile allowance of $750.00. In addition, Mr. Grauch will be
granted (i) incentive stock options to acquire up to 150,000 shares of the Company’s common stock, with options covering
30,000 shares vesting on each of the first two anniversaries of the effective date of his employment, and options covering 45,000
shares vesting on each of the third and fourth anniversaries of the effective date of his employment and (ii) non-qualified stock
options to acquire up to 350,000 shares of the Company’s common stock, with options covering 70,000 shares vesting on each
of the first two anniversaries of the effective date of his employment, and options covering 105,000 shares vesting on each of
the third and fourth anniversaries of the effective date of his employment. The non-qualified options granted are subject to accelerated
vesting in the event of a change in control of the Company. Mr. Grauch also will be eligible to participate in other Company benefit
plans and programs generally available to Company officers and/or employees.
There
are no arrangements or understandings between Mr. Grauch and any other persons, pursuant to which he was appointed as an officer
of the Company, no family relationships among any of the directors or executive officers of the Company, and he has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The
foregoing summary of the Letter Agreement is qualified in its entirety by reference to the complete text of the Letter Agreement,
which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A
copy of the press release announcing Mr. Grauch’s appointment is attached to this Current Report on Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits.
The following exhibit is filed herewith:
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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 30, 2018
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