Current Report Filing (8-k)
September 23 2019 - 4:20PM
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): September 19, 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 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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $.001
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BDR
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NYSE
American
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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. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement
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On
September 19, 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 Third Amendment to Loan and Security Agreement (the “Third
Amendment”).
The
Third Amendment revises 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 and the Second Amendment to Loan and Security Agreement dated March 29, 2019 (together
with the Original Agreement, the “Amended Loan Agreement”). In particular, the Third Amendment adds certain definitions
to Section 1.1 of the Amended Loan Agreement to permit certain bill-and-hold arrangements with one of the Company’s customers,
and makes related changes to the definition of “Eligible Accounts” and the provisions restricting sales of inventory
on a bill-and-hold basis.
The
foregoing summary of the Third Amendment is not complete and is qualified in its entirety by reference to the full text of the
Third Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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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 Third 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 Third Amendment, the related Guaranty Agreement, the Uniform Commercial Code and any other applicable law or in
equity.
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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:
September 23, 2019
EXHIBIT
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