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): October 4, 2007
Blonder Tongue Laboratories, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 1-14120 52-1611421
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(e) Executive Compensation Arrangement
On October 4, 2007, the Compensation Committee of the Board of Directors of
Blonder Tongue (the "Company") reviewed and approved a new compensation
arrangement for Peter Daly, Senior Vice-President of Sales and Marketing of the
Company. The new compensation arrangement is intended to align Mr. Daly's
compensation directly with the results of his performance as the senior
executive officer of sales and marketing. Under the new arrangement Mr. Daly's
compensation will be variable and determined as a percentage of the Company's
Adjusted Net Sales (as defined below) as follows:
Commission Percentage Adjusted Net Sales Per Year
0.55% Up To $30,000,000
0.75% $30,000,0001 to $50,000,000
0.50% $50,000,0001 and over
On an annual base the Company's Chief Executive Officer will determine a
baseline gross profit margin for the ensuing fiscal year based on the Company's
annual budget, anticipated product mix, prior year's gross margin and other
factors. For purposes of Mr. Daly's compensation arrangement, Adjusted Net Sales
shall be equal to the Company's actual net sales for the fiscal year multiplied
by a gross margin adjustment to take into account certain decreases in the
Company's actual gross margin. The gross margin adjustment shall be a fraction,
the numerator of which is the actual gross margin on net sales for the fiscal
year, and the denominator of which is the baseline gross margin. If the actual
gross margin exceeds the baseline gross margin or the decrease in actual gross
margin is less than ten percent (10%) of the baseline gross margin, then actual
net sales rather than adjusted net sales for the fiscal year will be used to
determine Mr. Daly's compensation. Any change in the Company's gross margin
resulting from increases or decreases in inventory reserves during the
applicable fiscal year will not be included in the calculation of actual gross
margin for purposes of calculating Mr. Daly's compensation. Mr. Daly will
receive periodic draws against his variable compensation, subject to monthly
adjustments, in accordance with the Company's policies relating to variable
compensation arrangements with its employees. Mr. Daly's new compensation
arrangement will be applied retroactively to begin as of January 1, 2007 and
will expire, unless otherwise renewed by the Compensation Committee, on December
31, 2008.
As previously determined by the Compensation Committee and disclosed in a
Current Report on Form 8-K filed by the Company on February 6, 2007, Mr. Daly
will continue to participate in the Blonder Tongue Executive Officer Bonus Plan
for the fiscal year ending December 31, 2007. Mr. Daly is eligible to
participate in such Executive Officer Bonus Plan with all other executive
officers of the Company in future years to the extent determined by the
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Compensation Committee of the Board of Directors. From time to time, as
determined by the Compensation Committee, Mr. Daly may be granted equity-based
awards including stock purchase options, stock appreciation rights or stock
awards. Mr. Daly's total compensation from all sources in any fiscal year will
be capped at $1,000,000.
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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.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ Eric Skolnik
Eric Skolnik
Senior Vice President and
Chief Financial Officer
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Date: October 10, 2007