Current Report Filing (8-k)
April 13 2020 - 5:22PM
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): April 10, 2020
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:
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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:
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.
☐
Item
1.01
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Entry
into a Material Definitive Agreement
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On
April 10, 2020, Blonder Tongue Laboratories, Inc. (the “Company”) received loan proceeds of $1,768,762 (“PPP
Loan”) under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus
Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts
up to 2.5 times the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable
after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and
utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees
or reduces salaries during the eight-week period.
The
PPL Loan is evidenced by a promissory note, dated as of April 5, 2020 (the “Note”), between the Company, as
Borrower, and JPMorgan Chase Bank, N.A., as Lender (the “Lender”). The interest rate on the Note is 0.98% per
annum, with interest accruing on the unpaid principal balance computed on the basis of the actual number of days elapsed in a
year of 360 days. No payments of principal or interest are due during the six month period beginning on the date of the Note (the
“Deferral Period”).
As
noted above, the principal and accrued interest under the Note evidencing the PPP Loan are forgivable after eight weeks as long
the Company has used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its
payroll levels. The amount of loan forgiveness will be reduced if the Company terminates employees or reduces salaries during
the eight-week period. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently
believes that its use of the PPP Loan proceeds will meet the conditions for forgiveness of the PPP Loan, we cannot assure you
that we will not take actions that could cause the Company to be ineligible for forgiveness of the PPP Loan, in whole or in part.
In order to obtain full or partial forgiveness of the PPP Loan, the Company must request forgiveness and must provide satisfactory
documentation in accordance with applicable Small Business Administration (“SBA”) guidelines. Interest payable
on the Note may be forgiven only if the SBA agrees to pay such interest on the forgiven principal amount of the Note. The Company
will be obligated to repay any portion of the principal amount of the Note that is not forgiven, together with interest accrued
and accruing thereon at the rate set forth above, until such unforgiven portion is paid in full.
Beginning
one month following expiration of the Deferral Period, and continuing monthly until 24 months from the date of the Note (the “Maturity
Date”), the Company is obligated to make monthly payments of principal and interest to the Lender with respect to any
unforgiven portion of the Note, in such equal amounts required to fully amortize the principal amount outstanding on the Note
as of the last day of the Deferral Period by the Maturity Date. The Company is permitted to prepay the Note at any time without
payment of any premium.
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 Note,
including the non-payment of principal or interest, the obligations of the Company under the Note may be accelerated and the Lender
pursue its rights under the Uniform Commercial Code and any other applicable law or in equity.
On
April 13, 2020, the Company issued a press release regarding its receipt of the proceeds of the PPP loan. The release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
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:
April 13, 2020
2
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