Current Report Filing (8-k)
April 02 2019 - 4:11PM
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):
March 29, 2019
Blonder Tongue Laboratories, Inc.
(Exact name of registrant as
specified in its charter)
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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
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08857
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(Address of principal executive offices)
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(Zip Code)
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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
1.01 Entry into a Material Definitive Agreement
On March 29, 2019, Blonder Tongue Laboratories, Inc. (the “Company”),
R. L. Drake Holdings, LLC, a wholly-owned subsidiary of the Company (together with the Company, the “Borrower”), Blonder
Tongue Far East, LLC, a wholly-owned subsidiary of the Company (“Blonder Tongue Far East”), as a guarantor and a credit
party, and Sterling National Bank (as lender and as administrative agent, “Sterling”) entered into a Second Amendment
to Loan and Security Agreement (the “Second Amendment”).
The Second Amendment revised certain provisions of the Loan
and Security Agreement dated as of December 28, 2016 by and between the Borrower, Blonder Tongue Far East and Sterling (the “Original
Agreement”), as amended by the First Amendment to Loan and Security Agreement dated March 30, 2017 (together with the Original
Agreement, the “Amended Loan Agreement”). In particular, the Second Amendment replaces the existing fixed charge
coverage ratio covenant with a minimum liquidity covenant. That covenant obligates the Borrower to not permit the sum of its unrestricted
cash (as described in the Second Amendment) plus availability under the asset-based revolving line of credit under the Amended
Loan Agreement to drop below $2,000,000 at any time. In addition, the Second Amendment includes a waiver by Sterling of the Borrower’s
failure to comply with the fixed charge coverage ratio covenant under the Amended Loan Agreement as of December 31, 2018 and January
31, 2019. In connection with the Second Amendment, the Borrower paid Sterling an amendment and waiver fee of $15,000.
The foregoing summary of the Second Amendment is not complete
and is qualified in its entirety by reference to the full text of the Second Amendment, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 above is hereby incorporated
by reference into this Item 2.03. Upon a default under the Amended Loan Agreement, as further amended by the Second Amendment,
including the non-payment of principal or interest, the obligations of Borrower may be accelerated and Sterling may pursue its
rights under the Amended Loan Agreement, as amended by the Second Amendment, the related Guaranty Agreement, the Uniform Commercial
Code and any other applicable law or in equity.
Item 9.01 Financial Statements and Exhibits
(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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Date: April 2, 2019
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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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