Current Report Filing (8-k)
September 04 2020 - 4:14PM
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 2, 2020
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:
☐ 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))
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On September 2, 2020, Blonder Tongue Laboratories, Inc. (the “Company”)
entered into Deferred Compensation Agreements (the “Agreements”) with certain of its executive officers (each, an “Executive,”
and together, the “Executives”), which Agreements provide for the deferral of certain compensation otherwise payable
by the Company to each Executive. Under the terms of the Agreements, each Executive agreed to the deferral of a specified percentage
of the cash compensation to be earned by such Executive for a specified period of time, measured from September 2, 2020.
As of each date on which compensation that would otherwise have
been paid is deferred pursuant to each Executive’s Agreement, the Company will accrue a number of shares of its common stock
calculated by dividing (i) the dollar amount of the deferred compensation for such date by (ii) the fair market value of one share
of the Company’s common stock (the “Accrued Shares”). For purposes of calculating the number of Accrued Shares,
“fair market value” will equal the official closing price on the NYSE American consolidated tape on the calculation
date, or if that day in not a trading day on the trading day immediately preceding such day, as long as the Company’s common
stock is listed on the NYSE American exchange). On or before March 15, 2021, the Company is obligated to deliver to each Executive
the number of Accrued Shares applicable to such Executive, subject to compliance with applicable tax withholding obligations. The
Executives, their positions with the Company and details regarding the percentage deferred and deferral period are provided below:
Name and Title
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Percentage
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Deferral Period
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Edward R. Grauch
President, Chief Executive Officer
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5%
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09/02/2020 – 12/12/2020
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Eric Skolnik
Senior Vice President, Chief Financial Officer
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5%
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09/02/2020 – 12/12/2020
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Ronald V. Alterio
Senior Vice President-Engineering, Chief Technology Officer
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5%
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09/02/2020 – 12/12/2020
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Allen Horvath
Senior Vice President-Operations, Asst. Secretary
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25%
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09/02/2020 –
12/12/2020
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The
foregoing summary of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full
text of the form of Deferred Compensation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
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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By:
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/s/ Eric Skolnik
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Eric Skolnik
Senior Vice President and Chief Financial Officer
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Date: September 4, 2020
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