-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B13zIMsFHLi4itTwCJewFhjmpwwTjk46Jw+tCriBu0LoPyignfLr9KIcg0jX/BFu FPZFRcWkoRD7uLJIy12Owg== 0000950115-97-000738.txt : 19970514 0000950115-97-000738.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950115-97-000738 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLONDER TONGUE LABORATORIES INC CENTRAL INDEX KEY: 0001000683 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521611421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14120 FILM NUMBER: 97602593 BUSINESS ADDRESS: STREET 1: ONE JAKE BROWN RD CITY: OLD BRIDGE STATE: NJ ZIP: 08857 BUSINESS PHONE: 9086794000 MAIL ADDRESS: STREET 1: ONE JAKE BROWN ROAD CITY: OLD BRIDGE STATE: NJ ZIP: 08857 10-Q 1 FIRST QUARTER ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997, OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ______________. Commission file number 1-14120 BLONDER TONGUE LABORATORIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 52-1611421 ------------------------------------ (I.R.S. Employer 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: (908) 679-4000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Number of shares of common stock, par value $.001, outstanding as of May 9, 1997: 8,229,317. The Exhibit Index appears on page 10. ================================================================================ BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
March 31, Dec. 31, 1997 1996 --------- ------- (unaudited) Assets (Note 4) Current assets: Cash and cash equivalents .................................................................... $ 2,249 $ 1,340 Accounts receivable, net of allowance for doubtful accounts of $310 and $280, respectively .................................................... 9,759 8,987 Inventories (Note 3) ......................................................................... 15,776 16,028 Other current assets ......................................................................... 476 403 Deferred income taxes ........................................................................ 671 534 ------- ------- Total current assets ............................................................. 28,931 27,292 Property, plant and equipment, net of accumulated depreciation and amortization .............................................................. 7,056 7,161 Other assets ................................................................................... 1,682 1,712 ------- ------- $37,669 $36,165 ======= ======= Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt ............................................................ $ 451 $ 445 Accounts payable ............................................................................. 2,031 1,627 Accrued compensation ......................................................................... 1,439 993 Other accrued expenses ....................................................................... 679 589 Income taxes ................................................................................. 1,244 623 ------- ------- Total current liabilities ........................................................ 5,844 4,277 ------- ------- Deferred income taxes .......................................................................... 438 410 Revolving line of credit (Note 4) .............................................................. -- 1,176 Long-term debt, including related party debt of $1,591 at March 31, 1997 and December 31, 1996 ............................................................................ 4,635 4,726 Commitments and contingencies (Note 5) ......................................................... -- -- Stockholders' equity: Preferred stock, $.001 par value; authorized 5,000,000 shares; no shares outstanding ...................................................................... -- -- Common stock, $.001 par value; authorized 25,000,000 shares, 8,211,608 shares issued and outstanding at March 31, 1997 and 8,193,509 shares issued and outstanding at December 31, 1996 ............................... 8 8 Paid-in capital .............................................................................. 21,545 21,499 Retained earnings ............................................................................ 5,199 4,069 ------- ------- Total stockholders' equity ....................................................... 26,752 25,576 ------- ------- $37,669 $36,165 ======= =======
See accompanying notes to consolidated financial statements. -2- BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share amounts) (unaudited) Three Months Ended March 31, --------------------------- 1997 1996 -------- -------- Net sales ...................................... $ 14,041 $ 11,572 Cost of goods sold ............................. 9,296 7,615 -------- -------- Gross profit ............................... 4,745 3,957 -------- -------- Operating expenses: Selling expenses ........................... 1,131 1,215 General and administrative ................. 1,124 1,070 Research and development ................... 518 523 -------- -------- 2,773 2,808 -------- -------- Earnings from operations ....................... 1,972 1,149 -------- -------- Other income (expense): Interest expense ........................... (101) (165) Interest income ............................ 12 -- -------- -------- (89) (165) -------- -------- Earnings before income taxes ................... 1,883 984 Provision for income taxes ..................... 753 394 -------- -------- Net earnings ............................... $ 1,130 $ 590 ======== ======== Net earnings per share ......................... $ 0.14 $ 0.07 ======== ======== Weighted average shares outstanding ............ 8,310 8,266 ======== ======== See accompanying notes to consolidated financial statements. -3- BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited)
Three Months Ended March 31, ---------------------------- 1997 1996 ------- ------- Cash Flows From Operating Activities: Net earnings ........................................................................... $ 1,130 $ 590 Adjustments to reconcile net earnings to cash provided by (used in) operating activities: Depreciation and amortization .................................................... 264 281 Provision for doubtful accounts .................................................. 30 (33) Deferred income taxes ............................................................ (109) (101) Changes in operating assets and liabilities: Accounts receivable ........................................................... (802) (1,135) Inventories ................................................................... 252 (2,556) Other current assets .......................................................... (74) 515 Other assets .................................................................. 116 54 Income taxes .................................................................. 621 (57) Accounts payable and accrued expenses ......................................... 940 (1,148) ------- ------- Net cash provided by (used in) operating activities ........................ 2,368 (3,590) ------- ------- Cash Flows From Investing Activities: Capital expenditures ................................................................... (81) (535) Acquisitions of licenses ............................................................... (163) -- ------- ------- Net cash used in investing activities ......................................... (244) (535) ------- ------- Cash Flows From Financing Activities: Net borrowings under revolving line of credit .......................................... (1,176) 1,735 Proceeds from long-term debt ........................................................... 26 412 Repayments of long-term debt ........................................................... (111) (108) Proceeds from sale of common stock ..................................................... -- 1,606 Proceeds from exercise of stock options ................................................ 46 82 ------- ------- Net cash (used in) provided by financing activities ........................... (1,215) 3,727 ------- ------- Net Increase (Decrease) In Cash .......................................................... 909 (398) Cash, beginning of period ................................................................ 1,340 477 ------- ------- Cash, end of period ...................................................................... $ 2,249 $ 79 ======= ======= Supplemental Cash Flow Information: Cash paid for interest ................................................................. $ 107 $ 154 Cash paid for income taxes ............................................................. 241 305 ======= =======
See accompanying notes to consolidated financial statements. -4- BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) (unaudited) Note 1 - Company and Basis of Presentation Blonder Tongue Laboratories, Inc. (the "Company") is a manufacturer of television and satellite signal distribution equipment supplied to the private cable television and broadcast industries. The consolidated financial statements include the accounts of Blonder Tongue Laboratories, Inc. and subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the first quarter of 1997 are not necessarily indicative of the results to be expected for the full fiscal year and have not been audited. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair statement of the results of operations for the period presented and the consolidated balance sheet at March 31, 1997. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the SEC rules and regulations. These financial statements should be read in conjunction with the financial statements and notes thereto that were included in the Company's latest annual report on Form 10-K. Note 2 - Effect of New Accounting Pronouncement In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share." In accordance with this statement, basic earnings per share are based on the weighted average shares outstanding during the period and diluted earnings per share are based on the weighted average number of common shares and all dilutive potential common shares that were outstanding during the period. In addition, prior period financial statements have to be restated to reflect the change in accounting principle. Effective December 15, 1997, the Company will adopt this statement. The effect of the adoption will not have a material impact on the Company's net earnings per share. Note 3 - Inventories Inventories are summarized as follows: March 31, Dec. 31, 1997 1996 ------- ------- Raw Materials.......................................... $ 7,023 $ 7,746 Work in process........................................ 2,706 2,451 Finished Goods......................................... 6,047 5,831 ------- ------- $15,776 $16,028 ======= ======= Note 4 - Line of Credit The Company has a $15 million line of credit with a bank on which funds may be borrowed at the bank's prime rate (8.50% at March 31, 1997) or at LIBOR plus .95% (6.64% at March 31, 1997) for a specified period of time at the election of the Company. As of March 31, 1997, the Company had no balance outstanding under the line of credit. The line of credit is collateralized by a security interest in all of the Company's assets. The agreement contains restrictions that require the Company to maintain certain financial ratios. In addition, the Company has a $10 million acquisition loan commitment which may be tendered to the bank to finance acquisitions in accordance with certain terms. At March 31, 1997, there was no balance outstanding under the acquisition loan commitment. The line of credit and the acquisition loan commitment expire on June 30, 1998. -5- BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) (unaudited) Note 5 - Commitments and Contingencies On October 18, 1996, the Company was served with a complaint in a lawsuit filed by Scientific-Atlanta, Inc., in the United States District Court for the Northern District of Georgia, alleging patent infringement by the Company's VideoMask(Trademark) interdiction product. The complaint requests an unspecified amount of damages and injunctive relief. On November 13, 1996, a procedural default (unrelated to the merits of the case) was entered against the Company due to the late filing of the Company's answer. Motions have been made and briefed regarding the setting aside of that entry and the Company is presently awaiting the Court's ruling. The Company's outside patent counsel has advised the Company that the equities of the case, public policy and multiple meritorious defenses weigh in favor of setting the entry aside. Although the outcome of any litigation cannot be predicted with certainty, the Company believes the complaint is without merit and that the ultimate disposition of this matter will not have a material effect on the Company's business. Accordingly, no provision for this matter has been recorded in the financial statements. ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS First three months of 1997 Compared with first three months of 1996 Net Sales. Net sales increased $2,469,000, or 21.3%, to $14,041,000 in the first three months of 1997 from $11,572,000 in the first three months of 1996. International sales accounted for $366,000 (2.6% of total sales) for the first three months of 1997 compared to $789,000 (6.8% of total sales) for the first three months of 1996. Net sales did not include any milestone billings under the Company's agreement with Pacific Bell for the first three months of 1997 compared to $300,000 for the first three months of 1996. The increase in sales is primarily attributed to an increase in demand for products in the MDU market and the continued growth in the Lodging market. In addition, the significant increase in sales of VideoMask(Trademark) interdiction equipment also had a favorable impact. Net sales included approximately $1,526,000 of VideoMask(Trademark) interdiction equipment for the first three months of 1997 compared to approximately $270,000 for the first three months of 1996. Cost of Goods Sold. Cost of goods sold increased to $9,296,000 for the first three months of 1997 from $7,615,000 for the first three months of 1996 and also increased as a percentage of sales to 66.2% from 65.8%. The increase was caused primarily by a higher proportion of sales during the period being comprised of lower margin products. Selling Expenses. Selling expenses decreased to $1,131,000 for the first three months of 1997 from $1,215,000 in the first three months of 1996, primarily due to a reduction in costs incurred for trade shows and a decrease in expenses related to BTI as a result of the closure of this office in 1996. These decreases were offset by an increase in marketing materials. General and Administrative Expenses. General and administrative expenses increased to $1,124,000 for the first three months of 1997 from $1,070,000 for the first three months of 1996 but decreased as a percentage of sales to 8% for the first three months of 1997 from 9.2% for the first three months of 1996. The $54,000 increase can be attributed to an increase in executive compensation as a result of the termination of the 1989 Bonus Plan, along with an accrual for executive bonuses under the newly adopted executive officer bonus plan offset by a reduction in expenditures for professional services. Research and Development Expenses. Research and development expenses decreased to $518,000 in the first three months of 1997 from $523,000 in the first three months of 1996, primarily due to a decrease in -6- consulting services that were incurred with respect to the VideoMask(Trademark) product line in 1996 offset by an increase in wages related to the hiring of personnel with higher qualifications. Research and development expenses also decreased as a percentage of sales to 3.7% from 4.5% and the Company anticipates continuing to increase its research and development expenditures. Operating Income. Operating income increased 72% to $1,972,000 for the first three months of 1997 from $1,149,000 for the first three months of 1996. Operating income as a percentage of sales increased to 14% in the first three months of 1997 from 9.9% in the first three months of 1996. Interest and Other Expenses. Other expense, decreased to $89,000 in the first three months of 1997 from $165,000 in the first three months of 1996. These expenses in the first three months of 1997 consisted of interest expense in the amount of $101,000 offset by $12,000 of interest income. These expenses in the first three months of 1996 consisted of interest expense in the amount of $165,000. Income Taxes. The provision for income taxes for the first three months of 1997 increased to $753,000 from $394,000 for the first three months of 1996 as a result of increased taxable income. Liquidity and Capital Resources The Company's net cash provided by operating activities for the three-month period ended March 31, 1997 was $2,368,000, compared to cash used in operating activities for the three-month period ended March 31, 1996, which was $3,590,000. Cash flows from operating activities have been positive, due primarily to an increase in net earnings of $540,000, a decrease in inventory, an increase in accounts payable and accrued expenses and an increase in income taxes payable, offset by an increase in accounts receivable. Cash used in investing activities was $244,000, of which $163,000 was utilized for fees associated with certain license agreements and $81,000 was attributable to capital expenditures for new equipment. The Company anticipates additional capital expenditures during calendar year 1997 aggregating, approximately $1,400,000, which will be used for the purchase of automated assembly and test equipment. The Company does not have any present plans or commitments for material capital expenditures for fiscal year 1998. Cash used in financing activities was $1,215,000 for the first three months of 1997, comprised primarily of $1,176,000 of payments on the line of credit. The Company has a $15 million line of credit with a bank on which funds may be borrowed at the bank's prime rate (8.50% at March 31, 1997) or at LIBOR plus .95% (6.64% at March 31, 1997) for a specified period of time at the election of the Company. As of March 31, 1997, the Company had no balance outstanding under the line of credit. The line of credit is collateralized by a security interest in all of the Company's assets. The agreement contains restrictions that require the Company to maintain certain financial ratios. In addition, the Company has a $10 million acquisition loan commitment which may be tendered to the bank to finance acquisitions in accordance with certain terms. At March 31, 1997, there was no balance outstanding under the acquisition loan commitment. The line of credit and the acquisition loan commitment expire on June 30, 1998. The Company currently anticipates that the cash generated from operations, existing cash balances and amounts available under its existing line of credit, will be sufficient to satisfy its foreseeable working capital needs. Historically, the Company has satisfied its cash requirements primarily from net cash provided by operating activities and from borrowings under its line of credit. -7- New Accounting Pronouncement In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share." In accordance with this statement, basic earnings per share are based on the weighted average shares outstanding during the period and diluted earnings per share are based on the weighted average number of common shares and all dilutive potential common shares that were outstanding during the period. In addition, prior period financial statements have to be restated to reflect the change in accounting principle. Effective December 15, 1997, the Company will adopt this statement. The effect of the adoption will not have a material impact on the Company's net earnings per share. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On October 18, 1996, the Company was served with a complaint in a patent infringement lawsuit filed by Scientific-Atlanta, Inc. This lawsuit is more fully discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the first quarter ended March 31, 1997 through the solicitation of proxies or otherwise. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The exhibits are listed in the Exhibit Index appearing at page 10 herein. (b) No reports on Form 8-K were filed in the quarter ended March 31, 1997. -8- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BLONDER TONGUE LABORATORIES, INC. Date: May 13, 1997 By: /s/ JAMES A. LUKSCH --------------------- James A. Luksch President and Chief Executive Officer By: /s/ PETER PUGIELLI --------------------- Peter Pugielli, Senior Vice President - Finance -9- EXHIBIT INDEX
Exhibit # Description Sequential Page Number --------- ----------- ---------------------- 3.1 Restated Certificate of Incorporation of Blonder Incorporated by reference from Exhibit Tongue Laboratories, Inc. 3.1 to S-1 Registration Statement No. 33- 98070 originally filed October 12, 1995, as amended. 3.2 Restated Bylaws of Blonder Tongue Laboratories, Incorporated by reference from Exhibit Inc. 3.2 to S-1 Registration Statement No. 33- 98070 originally filed October 12, 1995, as amended. 10.3 Executive Officer Bonus Plan Filed on Page 11 herein. 10.5(a) First Amendment to 1995 Long Term Incentive Filed on Page 13 herein. Plan 27 Financial Data Schedule Electronic Filing only.
- ---------- -10- EX-10.3 2 EXECUTIVE OFFICER BONUS PLAN Exhibit 10.3 As adopted by the Board of Directors on February 10, 1997 BLONDER TONGUE LABORATORIES, INC. EXECUTIVE OFFICER BONUS PLAN Section 1. Definitions. For purposes of this Blonder Tongue Laboratories, Inc. Executive Officer Bonus Plan (the "Plan"), the following terms have the meanings indicated unless a different meaning is clearly required by the context. 1.1 "Board of Directors" means the board of directors of the Company. 1.2 "Code" means the Internal Revenue Code of 1986, as amended. Reference to a specific provision of the Code shall include such provision, any valid regulation or ruling promulgated thereunder and any comparable provision of future law that amends, supplements or supersedes such provision. 1.3 "Committee" means the Compensation Committee of the Board of Directors. 1.4 "Company" means Blonder Tongue Laboratories, Inc. 1.5 "Executive Officer" has the meaning set forth in Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended. 1.6 "Fiscal Year" means the fiscal year of the Company. 1.7 "Participant" means an individual who participates in the Plan pursuant to Section 3.1. Section 2. Purpose. The purpose of the Plan is to provide performance incentives to Executive Officers of the Company who contribute materially to the success of the Company in a manner which recognizes individual contribution, encourages teamwork throughout the Company and enables the Company to attract and retain the executive personnel required for its continued growth and profitability. Section 3. Participation. 3.1 Prior to the ninety-first (91st) day of each Fiscal Year, the Committee shall designate, from among the individuals who are Executive Officers of the Company on the first day of such Year, the individuals who shall be Participants in the Plan for such Fiscal Year. An individual who becomes an Executive Officer during a Fiscal Year by virtue of being hired or promoted may be designated a Participant. 3.2 An individual who is a Participant in the Plan for a Fiscal Year shall not participate for such Year in the Company's regular annual bonus program. 3.3 No individual shall have any claim or right to be a Participant in this Plan, and any individual's participation in this Plan may be terminated at any time without notice, cause or regard for past practices. Neither this Plan nor any action under this Plan shall confer on any individual any right to be retained in the employ of the Company or any subsidiary. Section 4. Performance Goals. 4.1 Prior to the ninety-first (91st) day of each Fiscal Year, the Committee shall establish one or more objective performance goals for each Participant for such Year. In the case of an individual designated a Participant for a Fiscal Year, on or after the ninety-first (91st) day thereof, the applicable period shall be the remainder of the Fiscal Year and the performance goal or goals shall be established no later than the day on which twenty-five (25%) percent of such performance period has elapsed. -11- 4.2 Performance goals shall be expressed in terms of (a) one or more corporate or divisional earnings-based measures (which may be based on net income, operating income, cash flows, or any combination thereof) and/or (b) one or more corporate or divisional sales-based measures. Each such goal may be expressed on an absolute and/or relative basis, may employ comparisons with past performance of the Company (including one or more divisions) and/or the current or past performance of other companies, and in the case of earnings-based measures, may employ comparisons to capital, shareholders' equity and shares outstanding. 4.3 No performance goal shall be established hereunder unless, at the time of establishment, the relevant outcome is substantially uncertain. Performance goals need not be uniform among Participants. 4.4 The measures used in performance goals set under the Plan shall be determined in accordance with generally accepted accounting principles ("GAAP") and in a manner consistent with the methods used in the Company's regular reports on Forms 10-K and 10-Q, without regard to the effect of changes in accounting principles or of extraordinary items as determined by the Company's independent public accountants in accordance with GAAP. Section 5. Bonus Awards. 5.1 At the time that annual performance goals are established for Participants, the Committee shall establish a maximum dollar bonus opportunity for each Participant for the Fiscal Year (or remainder thereof) and a formula to determine actual bonus payments based on the degree of achievement of the goal or goals set for the Participant. 5.2 The annual bonus opportunity for a Participant shall in no event exceed 100% of the basic salary of the Participant (exclusive of all other compensation of the Participant) as of the first day of the Fiscal Year for which such bonus opportunity is being determined. 5.3 Bonuses to be paid under the Plan shall be determined following the close of each Fiscal Year on the basis of the performance goals and bonus opportunities established pursuant to Sections 4.1, 4.2 and 5.1; provided, however, that the Committee shall have absolute discretion to reduce the bonus that would otherwise be payable to any Participant on the basis of achievement of the performance goals. Bonuses shall be paid to Participants in cash at such time as bonuses are generally paid to Company officers; provided, however, that no such payment shall be made until the Committee has certified in writing that the performance goals and any other material terms have been satisfied. The Company may establish a program enabling Participants to defer receipt of part or all of the bonuses payable hereunder. 5.4 In the event of the termination of employment of a Participant during a Fiscal Year other than by the Company for cause, the Committee shall have the power in its discretion to award such Participant an equitably prorated portion of the bonus (if any) which otherwise would have been payable to such Participant after the close of such Fiscal Year. 5.5 The Company shall have the right to withhold from any bonus payment such amount as the Company determines is necessary to satisfy applicable withholding tax requirements. Section 6. Administrative Provisions. 6.1 The Plan shall be administered by the Committee, which shall be comprised solely of two or more members of the Board of Directors who are "Non-Employee Directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended and who satisfy the requirements for an "outside director" set forth in applicable regulations under section 162(m) of the Code. The Committee shall have sole responsibility for administration and interpretation of the Plan and may in its discretion make all determinations and take all actions it deems necessary or advisable for operation of the Plan. 6.2 The Plan was adopted by the Board of Directors on February 10, 1997 and shall take effect beginning with the Fiscal Year of the Company starting January 1, 1997. The Board of Directors may at any time amend the Plan in any fashion or terminate the Plan. 6.3 The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to principles of choice of laws. -12- EX-10.5(A) 3 INCENTIVE PLAN Exhibit 10.5(a) FIRST AMENDMENT TO BLONDER TONGUE LABORATORIES, INC. 1995 LONG TERM INCENTIVE PLAN The Blonder Tongue Laboratories, Inc. 1995 Long Term Incentive Plan (the "Plan") is hereby amended as follows: 1. The words "disinterested persons" set forth in Section 1.3 of the Plan shall be changed to "non-employee directors". 2. The first sentence of Section 3.1 of the Plan is hereby amended and restated in its entirety as follows: "Subject to adjustment pursuant to the provisions of Section 3.2 hereof, the number of shares of Stock of the Company which may be issued and sold or awarded under the Plan shall not exceed 500,000 shares of which shares issued and sold pursuant to Incentive Stock Options under the Plan shall not exceed 475,000 and shares subject to restricted stock awards may not exceed 25,000." 3. Ratification. Except as expressly set forth in this First Amendment to the Plan, the Plan is hereby ratified and confirmed without modification. 4. Effective Date. The effective date of this Amendment to the Plan shall be February 10, 1997. -13- EX-27 4 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 Exhibit 27 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS FOR THE THREE-MONTH PERIOD ENDED MARCH 31,1997 AND BALANCE SHEET AS AT MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1997 MAR-31-1997 2,249 0 10,069 310 15,776 28,931 9,176 2,120 37,669 5,844 0 0 0 8 26,744 37,669 14,041 14,041 9,296 9,296 2,743 30 101 1,883 753 1,972 0 0 0 1,130 .14 .14
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