AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2002
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BLONDER TONGUE LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 52-1611421
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
ONE JAKE BROWN ROAD
OLD BRIDGE, NEW JERSEY 08857
(732) 679-4000
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(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
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(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
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(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
_____________________________
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE PRICE (4) FEE
-------------------------- --------------- ------------------- --------------------- -------------
Common Stock, $.001 par 219,000 shares $3.43 (2) $814,350 $74.92
value per share
5,000 shares $3.12 (2)
26,000 shares $1.83 (3)
-------------------------- --------------- ------------------- --------------------- -------------
(1) This Registration Statement is only registering shares of Common Stock
issued after the date of this Registration Statement under the Blonder
Tongue Laboratories, Inc. 1995 Long Term Incentive Plan, as amended (the
"Plan") and such additional indeterminable number of shares that may be
issuable by reason of the anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(h)(1), for shares issuable under presently outstanding
options granted under the 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 Plan
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 July 22, 2002 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 5 and 8 of Part II thereof and (ii) the Reoffer Prospectus.
This Registration Statement covers 250,000 shares, which together with (i) the
250,000 shares registered under the Prior Registration Statement, (ii) the
500,000 shares registered under the Company's Registration Statement on Form S-8
(Registration No. 333-52519) originally filed with the Securities and Exchange
Commission on May 13, 1998, and (iii) the 150,000 shares registered under the
Company's Registration Statement on Form S-8 (Registration No. 333-37670)
originally filed with the Securities and Exchange Commission on May 23, 2000,
constitute the 1,150,000 shares of common stock issuable under the Company's
1995 Long Term Incentive Plan, as amended.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 5. Interest of Named Experts and Counsel.
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Gary P. Scharmett, a partner of Stradley, Ronon, Stevens & Young, LLP,
legal counsel to the Company, is a director of the Company and beneficially owns
6,300 shares of the common stock and holds options to purchase 32,000 shares of
the common stock at purchase prices of $7.03 per share (5,000 shares), $6.88 per
share (15,000 shares), $6.53 per share (2,000 shares), $3.43 per share (5,000
shares) and $2.88 per share (5,000 shares), which options may be exercised for a
10-year period ending on July 16, 2006 (10,000 shares), July 8, 2008 (5,000
shares), July 15, 2009 (2,000 shares), July 12, 2010 (5,000 shares), February
15, 2011 (5,000 shares) and February 7, 2012 (5,000 shares).
Item 8. Exhibits.
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Reference is made to the Exhibit Index on Page II-3 filed herewith.
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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 July 23, 2002.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ James A. Luksch
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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 Date
/s/ James A. Luksch Director, President and July 23, 2002
----------------------------- Chief Executive Officer
James A. Luksch (Principal Executive Officer)
/s/ Eric Skolnik Vice President - Finance, July 23, 2002
----------------------------- Treasurer and Chief Financial
Eric Skolnik Officer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Robert J. Palle, Jr. Director, Executive Vice July 23, 2002
----------------------------- President and Chief
Robert J. Palle, Jr. Operating Officer
/s/ John E. Dwight Director July 23, 2002
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John E. Dwight
/s/ Robert E. Heaton Director July 23, 2002
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Robert E. Heaton
/s/ Robert B. Mayer Director July 23, 2002
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Robert B. Mayer
/s/ Gary P. Scharmett Director July 23, 2002
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Gary P. Scharmett
/s/ James H. Williams Director July 23, 2002
-----------------------------
James H. Williams
/s/ James F. Williams Director July 23, 2002
-----------------------------
James F. Williams
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EXHIBIT INDEX
Exhibit # Description Sequential Page Number
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4.1 Blonder Tongue Laboratories, Inc. Incorporated by reference from
1995 Long Term Incentive Plan Exhibit 10.6 to S-1 Registration
(the "1995 Plan") 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 Registrant's
Quarterly Report on Form 10-Q for
the period ended March 31, 1997.
4.3 Second Amendment to the 1995 Plan Incorporated by reference from
Exhibit 4.3 to S-8 Registration
Statement No. 333-52519 originally
filed on May 13, 1998.
4.4 Third Amendment to the 1995 Plan Incorporated by reference from
Exhibit 4.4 to S-8 Registration
Statement No. 333-37670, originally
filed May 23, 2000.
4.5 Fourth Amendment to the 1995 Plan Filed herein.
23.1 Consent of BDO Seidman, LLP Filed herein.
23.2 Power of Attorney Contained in Signature Page on page
II-2 herein.
II-3