As filed with the Securities and Exchange Commission on May 13, 1998
Registration No.______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BLONDER TONGUE LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1611421
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BLONDER TONGUE LABORATORIES, INC. 1995 LONG TERM INCENTIVE PLAN
(Full title of each Plan)
James A. Luksch
President and Chief Executive Officer
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
Copies to:
Gary P. Scharmett, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
--------------------------
- -----------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered(1) Share price (4) registration fee
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share 204,500 shares $ 8.63 (2) $5,841,800 $1,723.33
---------- ---------
60,000 shares $ 12.69 (2)
10,000 shares $ 15.13 (2)
300,500 shares $ 10.53 (3)
------------
- -----------------------------------------------------------------------------------------------------------------------------
(1) Such additional, indeterminable number of shares that may be issuable by
reason of the anti-dilution provisions of the Blonder Tongue Laboratories,
Inc. 1995 Long Term Incentive Plan, as amended (the "1995 Plan") and the
Blonder Tongue Laboratories, Inc. Amended and Restated 1996 Director Option
Plan (the "1996 Plan," and together with the 1995 Plan, the "Plans") are
hereby registered.
(2) Pursuant to Rule 457(h)(1), for shares issuable under presently outstanding
options granted under the 1995 Plan, the price at which such options may be
exercised has been used to determine the registration fee.
(3) Pursuant to Rule 457(h)(1) and (c), for shares available under the Plans
that have yet to be granted or are not presently subject to outstanding
options, the average of the high and low prices per share of the Common
Stock reported on the American Stock Exchange on May 11, 1998 has been
used to determine the registration fee.
(4) Estimated solely for the purpose of determining the registration fee.
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (Registration No. 333-15039)
originally filed with the Securities and Exchange Commission on October 29, 1996
(the "Prior Registration Statement") are incorporated herein by reference,
except for (i) Items 3, 5 and 8 of Part II of the Prior Registration Statement
and (ii) the Reoffer Prospectus. This Registration Statement covers 500,000
shares which, together with 250,000 shares under the Prior Registration
Statement constitute the 750,000 shares issuable under the Company's 1995 Long
Term Incentive Plan, as amended. This Registration Statement also covers 75,000
shares, which together with the 25,000 shares under the Prior Registration
Statement, constitute the 100,000 shares of common stock issuable under the
Company's Amended and Restated 1996 Director Option Plan.
-2-
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are hereby incorporated by reference in this Registration
Statement, except as superseded or modified herein:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal covered by the annual
report referred to above; and
(c) the description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-98070) originally filed
with the Commission on October 12, 1995, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 5. Interest of Named Experts and Counsel.
Stradley, Ronon, Stevens & Young, LLP ("SRSY"), legal counsel to the
Company, has offered its opinion upon the legality of the Common Stock. Certain
attorneys at SRSY own an aggregate of approximately 11,500 shares of the
Company's Common Stock. Gary P. Scharmett, a partner of the firm, is a director
of the Company, and holds an option to purchase 10,000 shares of the Common
Stock at a purchase price of $10.25 per share, which option may be exercised for
a 10-year period ending on July 16, 2006.
Item 8. Exhibits.
Reference is made to the Exhibit Index on page II-3 filed herewith.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
Blonder Tongue Laboratories, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Old Bridge, State of New
Jersey, on May 11, 1998.
BLONDER TONGUE LABORATORIES, INC.
By: \s\ James A. Luksch
---------------------------------
James A. Luksch, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints
James A. Luksch and Robert J. Palle, Jr., jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Name Title Dates
- ---- ----- -----
\s\ James A. Luksch Director, President and May 11, 1998
- ------------------------------------- Chief Executive Officer
James A. Luksch (Principal Executive Officer)
\s\ Peter Pugielli Senior Vice President - Finance, May 11, 1998
- ------------------------------------- Treasurer and Chief Financial Officer
Peter Pugielli (Principal Financial Officer and
Principal Accounting Officer)
\s\ Robert J. Palle, Jr. Director, Executive Vice May 11, 1998
- ------------------------------------- President and Chief Operating Officer
Robert J. Palle, Jr.
\s\ James H. Williams Director May 11, 1998
- -------------------------------------
James H. Williams
\s\ James F. Williams Director May 11, 1998
- -------------------------------------
James F. Williams
\s\ Robert B. Mayer Director May 11, 1998
- -------------------------------------
Robert B. Mayer
\s\ John E. Dwight Director May 11, 1998
- -------------------------------------
John E. Dwight
\s\ Gary P. Scharmett Director May 11, 1998
- -------------------------------------
Gary P. Scharmett
\s\ Robert E. Heaton Director May 11, 1998
- -------------------------------------
Robert E. Heaton
II-2
EXHIBIT INDEX
Exhibit # Description Sequential Page Number
- --------- ----------- ----------------------
4.1 Blonder Tongue Laboratories, Inc. 1995 Incorporated by reference from
Long Term Incentive Plan (the "1995 Plan") Exhibit 10.6 to S-1 Registration
Statement No. 33-98070 originally
filed on October 12, 1995, as
amended.
4.2 First Amendment to the 1995 Plan Incorporated by reference from
Exhibit 10.5(a) to Registrants
Quarterly Report on Form 10-Q
for the period ended March 31, 1997.
4.3 Second Amendment to the 1995 Plan Filed herein.
4.4 Blonder Tongue Laboratories, Inc. Filed herein.
Amended and Restated 1996 Director
Option Plan
5.1 Opinion of Counsel as to Legality of Filed herein.
Securities Being Registered
23.1 Consent of Counsel Contained in Exhibit 5.1, filed
herein.
23.2 Consent of BDO Seidman, LLP Filed herein.
24.1 Power of Attorney Contained in Signature Page
herein.
II-3