As filed with the Securities and Exchange Commission on December 19, 2003
Registration No. 333-__________
UNITED STATES 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
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(Address of Principal Executive Offices) (Zip Code)
BLONDER TONGUE LABORATORIES, INC.
AMENDED AND RESTATED 1996 DIRECTOR OPTION PLAN
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(Full title of the plan)
James A. Luksch
Chief Executive Officer
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
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(Name, address and telephone number of agent for service)
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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 aggregate offering Registration
to be registered Registered(1) per Share price (4) fee
-------------------- ----------------- ------------------ ------------------ ---------------
Common Stock, $.001 12,500 shares $2.05 (2) $281,563 $23.00
par value per share 87,500 shares $2.925 (3)
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(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. Amended and Restated 1996 Director Option 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 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 December 16, 2003, 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 100,000 shares, which together with (i) the
25,000 shares registered under the Prior Registration Statement, and (ii) the
75,000 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, constitute the 200,000 shares of common stock
issuable under the Company's Amended and Restated 1996 Director Option 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 37,000 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), $3.40 per share (5,000
shares), $2.88 per share (5,000 shares) and $2.05 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
13, 2010 (5,000 shares), February 16, 2011 (5,000 shares), February 7, 2012
(5,000 shares) and June 12, 2013 (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 December 19, 2003.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ James A. Luksch
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James A. Luksch, 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 and Chief December 19, 2003
--------------------------- Executive Officer
James A. Luksch (Principal Executive Officer)
/s/ Eric Skolnik Senior Vice President, December 19, 2003
--------------------------- Treasurer and Chief Financial
Eric Skolnik Officer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Robert J. Palle, Jr. Director, President and December 19, 2003
--------------------------- Chief Operating Officer
Robert J. Palle, Jr.
/s/ John E. Dwight Director December 19, 2003
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John E. Dwight
/s/ Robert E. Heaton Director December 19, 2003
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Robert E. Heaton
/s/ Robert B. Mayer Director December 19, 2003
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Robert B. Mayer
/s/ Gary P. Scharmett Director December 19, 2003
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Gary P. Scharmett
/s/ James H. Williams Director December 19, 2003
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James H. Williams
/s/ James F. Williams Director December 19, 2003
---------------------------
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
Amended and Restated 1996 Director Appendix B to the Company's Annual
Option Plan (the "1996 Plan") Proxy Statement for the Company's
1998 Annual Meeting of
Stockholders, originally filed on
April 3, 1998.
4.2 First Amendment to the 1996 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