-----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, L8fW+zVTTmZtY4Z2xWwHWzgw5gwLGtIocSYfJ/LGmnuFKwFLjBINrgzlP+UkSbJK isj3cZSrm4v/Gimn3PXzMg== 0001307942-07-000184.txt : 20071212 0001307942-07-000184.hdr.sgml : 20071212 20071212165354 ACCESSION NUMBER: 0001307942-07-000184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071206 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071212 DATE AS OF CHANGE: 20071212 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14120 FILM NUMBER: 071302295 BUSINESS ADDRESS: STREET 1: ONE JAKE BROWN RD STREET 2: PO BOX 1000 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 8-K 1 blonder8k121107.htm


                       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): December 6, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
     Standard; Transfer of Listing.

     On December 6, 2007,  Blonder  Tongue  Laboratories,  Inc. (the  "Company")
advised the American Stock  Exchange  ("Amex") that the Company is not currently
in compliance  with Sections 121A and 802(a) of the Amex Company Guide,  each of
which  requires that at least a majority of the Company's  Board of Directors be
comprised  of  "independent"  directors  within the meaning of the Amex  listing
standards.

     On December 6, 2007,  the Company  entered into a Purchase  Agreement  with
Buffalo City Center  Leasing,  LLC ("Buffalo  City"),  as discussed in Item 8.01
below. James F. Williams, one of the Company's directors, is the managing member
and a vice  president  of Buffalo  City and may be deemed to control  the entity
which owns fifty percent (50%) of the membership interests of Buffalo City.

     Following  approval of the Purchase  Agreement with Buffalo City, the Board
of Directors of the Company concluded that, by virtue of the Company's agreement
with Buffalo City and Mr.  Williams'  interest in Buffalo City, Mr.  Williams no
longer  qualifies  as an  independent  director  within the  meaning of the Amex
listing standards. As a result, the Board of Directors, which currently consists
of seven (7)  directors,  includes  only three (3)  independent  directors  and,
therefore, no longer complies with the Amex's requirement that a majority of the
Board be comprised of independent directors.

     In  order  to  regain  compliance  with the  Amex  listing  standards,  the
Nominating  Committee of the Company's Board of Directors intends to immediately
begin a search to identify one or more qualified  director  candidates,  each of
whom would be  independent  within the  meaning of the Amex  listing  standards,
would meet the additional  Audit  Committee  independence  standards  under Rule
10A-3, would have the knowledge,  skills and experience  necessary to serve as a
member of the Audit Committee and/or the Compensation  Committee of the Board of
Directors,  and would satisfy the Company's other criteria for Board membership.
In addition,  the Board may consider  other  changes to the  composition  of the
Company's  Board of Directors as necessary to ensure that the composition of the
Board of Directors meets the applicable Amex listing standards.

Item 7.01  Regulation FD Disclosure.

     On December 6, 2007,  the Company  entered into a Purchase  Agreement  with
Buffalo City, as further  disclosed in Item 8.01 below. On December 6, 2007, the
Company issued a press release  announcing  the Purchase  Agreement with Buffalo
City. The press release is attached  hereto as Exhibit 99.1 and is  incorporated
into this Item 7.01 by reference.

Item 8.01.  Other Events.

     On December 6, 2007,  the Company  entered into a Purchase  Agreement  with
Buffalo City pursuant to which the Company will be the contract  manufacturer of
a product  known as  RouteTracker  and Buffalo City agrees to purchase  from the


                                       2



Company a minimum  quantity of 25,000 units (the "Minimum  Requirement")  over a
period  of  three  (3)  years,  for a  total  purchase  price  of  approximately
$4,000,000. The Company will be the exclusive manufacturer of RouteTracker until
the  Minimum  Requirement  has been met.  In the  event  Buffalo  City  fails to
purchase the Minimum Requirement during such three (3) year period, Buffalo City
shall have a thirty (30) day period to cure the deficiency by either (i) placing
an order for,  and  pre-paying,  a  sufficient  number of units to  satisfy  the
Minimum Requirement, or (ii) paying to the Company an amount sufficient to cover
all of the  Company's  inventory  and  manufacturing  costs related to units not
purchased by Buffalo City below the Minimum Requirement,  up to a maximum amount
of $480,000.  Buffalo City's payment  obligations  under the Purchase  Agreement
shall be secured by the personal  guarantees of the owners of Buffalo City and a
Letter of Credit in the amount of $250,000.

     The Company has  manufactured  and sold  RouteTracker and other products to
Buffalo City in the past under a general  purchase  order.  As discussed in Item
3.01 above, James F. Williams,  one of the Company's directors,  is the managing
member and a vice  president  of Buffalo  City and may be deemed to control  the
entity which owns fifty  percent  (50%) of the  membership  interests of Buffalo
City. The Company has no other relationship with Buffalo City.


Item 9.01.  Financial Statements and Exhibits.

     (a)    The following exhibits are filed herewith:


     Exhibit 99.1 Press Release dated December 6, 2007.


Forward Looking Statements

This  report  contains  forward-looking  statements  within  the  meaning of The
Private  Securities  Litigation Reform Act of 1995. These statements are neither
promises nor guarantees, are based upon assumptions and estimates that might not
be realized and are subject to risks and  uncertainties  that could cause actual
results to differ materially from those in the forward looking statements. These
risks and  uncertainties  include,  but are not  limited  to, the ability of the
Company to identify  qualified  independent  directors  to serve on the Board of
Directors  of the  Company  and the  purchase  by  Buffalo  City of the  Minimum
Requirement as required by the Purchase Agreement. There are a number of factors
that may cause actual results to differ from these  forward-looking  statements,
including  the  success  of  marketing  and  sales  strategies  and new  product
development,  the price of raw  materials,  and general  economic  and  business
conditions. Other risks and uncertainties that may materially affect the Company
are provided in the Company's  annual reports to shareholders  and the Company's
periodic reports filed with the Securities and Exchange  Commission from time to
time,  including reports on Forms 10-K and 10-Q. Please refer to these documents
for a more thorough description of these and other risk factors.


                                       3


                                    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

Date: December 10, 2007





                                  EXHIBIT INDEX


Exhibit No.                 Description

Exhibit 99.1                Press Release of Blonder Tongue Laboratories, Inc.
                            dated December 6, 2007 regarding its entry into a
                            Purchase Agreement with Buffalo City Center Leasing,
                            LLC




                                       5

EX-99 2 blonderex99to8k121107.htm
                                                                    Exhibit 99.1

[LOGO]


                                                             One Jake Brown Road
                                               Old Bridge, New Jersey 08857-1000
                                           Tel: 732-679-4000   Fax: 732-679-4353
                                                           www.blondertongue.com


   FOR IMMEDIATE RELEASE                   CONTACT:      James A. Luksch
                                                         Chairman and
                                                         Chief Executive Officer
                                                         (732) 679-4000


BLONDER TONGUE ANNOUNCES AGREEMENT TO BUILD ELECTRONIC ON BOARD RECORDERS

OLD BRIDGE,  NEW JERSEY,  December 6, 2007 - Blonder Tongue  Laboratories,  Inc.
(AMEX:  BDR) today announced an agreement with Buffalo City Center Leasing,  LLC
to provide  manufacturing,  research  and  development  and  product  support to
Buffalo City for an  electronic  on board  recorder  (EOBR) that Buffalo City is
producing for Turnpike  Global  Technologies,  LLC. It is anticipated  that this
three year  agreement will provide up to $4 million in product sales for Blonder
Tongue.

"After  researching  the market our decision to have Blonder Tongue  manufacture
our  RouteTracker(TM)product  was  a  strategic  one.  Blonder  Tongue  provides
Turnpike  the  capacity  to meet  market  demands  for our  solution  as well as
industry leading engineering to assist in technological advancements," commented
Brendan Staub, President & CEO of Turnpike.

"Today's  trucking  arena  presents  numerous  challenges  to  the  carrier  for
maintaining a safe and efficient operation. Newly proposed regulatory compliance
factors,  increasing  fuel prices as well as an increase in safety and  security
measures  are all factors that the carrier  must take into  consideration  while
trying to maintain a proficient  operation.  Turnpike  Global  Technologies  has
developed a low cost EOBR solution  (called  RouteTracker(TM))  that can benefit
carriers  in  numerous  ways while  keeping  drivers  compliant  to the Hours of
Service Rule which in turn will make highways across North America a safer place
to travel" added Staub.

RouteTracker(TM)is  an EOBR that combines GPS and Engine Diagnostic  information
for small,  medium, and large vehicle fleets. The device is easily installed and
provides  customers  with  options  for  Electronic  Hours of Service  (HOS) and
Completely Automated IFTA Fuel Tax Reporting.  RouteTracker includes flexibility
to connect with multiple handheld devices such as Bluetooth cellular phones, and
Windows Mobile devices.  The HOS application is fully compliant with the Federal
Motor Carrier Safety  Administration's  Regulation 395.15. All data is available
24 hours a day, 7 days a week via a secure  website that can be accessed via the
Internet. (For more information please visit www.turnpikeglobal.com

"We're  excited to enter into this new arena and support the efforts of Turnpike
Global. There is strong synergy between the parties with Turnpike's  technology,
product and market  knowledge,  Blonder  Tongue's  expertise in radio  frequency
electronic  equipment design and  manufacturing  and Buffalo City's  financing,"
said James A. Luksch, CEO of Blonder Tongue.

"Jim  Williams,   a  director  of  Blonder  Tongue,   brought  this  interesting
opportunity to the Company," added Mr. Luksch. "Jim is the managing member and a
vice president of Buffalo City and also owns a material indirect equity stake in
the business.  Due to AMEX rules,  Jim no longer  qualifies as an  "independent"
director,  but will remain a director.  Blonder  Tongue has notified AMEX of its
non-compliance,  and will  coordinate  with AMEX to regain  it.  The  Company is
searching for candidates to fill the  independent  director  position as well as
considering other changes to the Board's  composition to regain AMEX compliance.
We believe that the result will be an even stronger Board of Directors to assist
us in achieving our future goals."

Founded  in  1950,  Blonder  Tongue  Laboratories,   Inc.  has  evolved  from  a
manufacturer  of  electronic  equipment  for the  private  cable  industry  to a
principal  provider of integrated  network  solutions and technical  services to
broadband  service  providers  in  the  multiple  dwelling  unit,   lodging  and
hospitality, and institutional cable markets. The Company designs, manufactures,
and  supplies a  comprehensive  line of  equipment  to deliver  video  (analog &
digital),  high speed data and voice services over integrated  coaxial and fiber
optic broadband networks today and over packet based, Internet protocol networks
of the future.  For more information  regarding  Blonder Tongue or its products,
please  visit the  Company's  Web site at  www.blondertongue.com  or contact the
Company directly at (732) 679-4000.

Turnpike Global Technologies,  LLC www.turnpikeglobal.com  provides solutions to
the  transportation   industry  that  result  in  immediate  cost  savings.  The
proprietary  RouteTracker(TM)hardware and web based  TurnpikeDirect(TM)reporting
service allow for the processing of millions of vehicle and driver  transactions
per day.  TurnpikeDirect(TM)focuses on tasks such as fuel & mileage tax, vehicle
activity,   driver   activity,   point-to-point   verbal   driving   directions,
maintenance, hours of service, and safety.

Buffalo City Center Leasing,  LLC helps  businesses grow by providing  access to
capital  through  tailored  lease  financing  programs.   The  company  provides
businesses with solutions to meet business needs today and in the future.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995: The information set forth above includes "forward-looking"  statements and
accordingly,  the cautionary  statements  contained in Blonder  Tongue's  Annual
Report and Form 10-K for the year ended December 31, 2006 (See Item 1: Business,
Item 1A:  Risk  Factors  and Item 7:  Management's  Discussion  and  Analysis of
Financial  Condition  and Results of  Operations),  and other  filings  with the
Securities and Exchange  Commission are  incorporated  herein by reference.  The
words  "believe",  "expect",  "anticipate",  "should",  "project",  and  similar
expressions identify  forward-looking  statements.  Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis only as of the date hereof.  Blonder Tongue undertakes no
obligation to publicly revise these forward-looking statements to reflect events
or  circumstances  that arise after the date  hereof.  Blonder  Tongue's  actual
results may differ from the anticipated results or other expectations  expressed
in Blonder Tongue's "forward-looking"  statements, and there can be no assurance
that Blonder  Tongue will realize the full $4 million of product sales  provided
for in the agreement with Buffalo City.

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