8-K

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): February 1, 2012
Blonder Tongue Laboratories, Inc. (Exact Name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)	1-14120 (Commission File Number)	52-1611421 (I.R.S. Employer Identification No.)
One Jake Brown Road, Old Bridge, New Jersey08857 (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 1.01.  Entry into a Definitive Written Agreement

On February 1, 2012, Blonder Tongue Laboratories, Inc.’s wholly-owned subsidiary, R. L. Drake Holdings, LLC (“RLD”), a Delaware limited liability company, entered into an Asset Purchase Agreement by and among RLD, R. L. Drake, LLC, a Delaware limited liability company (“Seller”), R. L. Drake Acquisition Corporation, a Delaware corporation, and WBMK Holding Company, an Ohio corporation, as amended by a certain First Amendment to Asset Purchase Agreement dated February 3, 2012 (as so amended, the “Asset Purchase Agreement”).  Pursuant to the Asset Purchase Agreement, on February 1, 2012, RLD acquired substantially all of the assets and assumed certain specified liabilities of Seller.  The purchase price is comprised of approximately $6,476,995 paid at closing, subject to certain adjustments based upon a post-closing audit of the balance sheet of Seller, plus contingent purchase price payments of up to $1,500,000 in the aggregate that may be made over the next three years if certain financial results are realized.  The assets acquired from Seller include assets used in manufacturing and delivering electronic communications solutions for cable television systems, digital television reception, video signal distribution and digital video encoding, including equipment, supplies and other tangible personal property, inventory, receivables, business records, trademarks and other intellectual property rights.  The Asset Purchase Agreement includes customary representations and warranties and post-closing covenants, including indemnification obligations, subject to certain limitations, on behalf of the parties with respect to the Asset Purchase Agreement.  In addition, the Seller and certain members of the Seller agreed, for a period of five (5) years, not to engage in any business that competes with the business formerly conducted by Seller and/or sold by Seller to RLD or the business presently conducted by RLD or any affiliate of RLD or solicit employees or customers of Seller or RLD or any affiliate of RLD.

Item 2.01  Completion of Acquisition or Disposition of Assets

On February 1, 2012, R. L. Drake Holdings, LLC, a wholly-owned subsidiary of Blonder Tongue Laboratories, Inc., acquired substantially all of the assets of R. L. Drake, LLC, a Delaware limited liability company.   The summary in Item 1.01 above is incorporated into this Item 2.01 by reference.

Item 7.01.  Regulation FD Disclosure

           On February 2, 2012, Blonder Tongue Laboratories, Inc. issued a press release announcing the acquisition by RLD of substantially all of the business, properties and assets of R. L. Drake, LLC, a Delaware limited liability company.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

Item 9.01  Financial Statements and Exhibits

(a)           Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) are not included with this report.   Blonder Tongue Laboratories, Inc. intends to file these financial statements by amendment not later than 71 calendar days after the date this Form 8-K was required to be filed.

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(b)           Pro Forma Financial Information

The pro forma financial information required under Item 9.01(b) is not included with this report. Blonder Tongue Laboratories, Inc. intends to file this pro forma financial information by amendment no later than 71 calendar days after the date this Form 8-K was required to be filed.

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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

Date: February 7, 2012

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EXHIBIT INDEX

Exhibit No.                                                      Description

Exhibit 99.1 Press Release of Blonder Tongue Laboratories, Inc. dated February 2, 2012 announcing the acquisition of R. L. Drake, LLC.

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EX-99.1

EXHIBIT99.1

FOR IMMEDIATE RELEASE:

Blonder Tongue Buys R.L. Drake

OLD BRIDGE, New Jersey—February 2, 2012—Blonder Tongue Laboratories, Inc. (NYSE Amex:BDR)announced today that it has completed the acquisition of the business of R.L. Drake, LLC.  Both companies are market leaders in the supply of CATV and Satellite signal processing and distribution equipment.  The acquisition was for the purchase of substantially all of the assets of R.L Drake for a purchase price of approximately $6.5 million, subject to certain adjustments based upon a post-closing audit of the balance sheet of R.L. Drake and additional contingent purchase price payments of up to $1.5 million in the aggregate that may be made over the next three years if certain financial results are realized. R.L. Drake’s unaudited net sales for 2011 were approximately $10.0 million.

"As respected leaders in the field of Cable Television Communications, Blonder Tongue and Drake together offer customers more than 125 years of combined engineering and manufacturing excellence with solid histories of delivering reliable, quality products” said James A. Luksch, Chairman and Chief Executive Officer. “Continuing with our strategic plan, by maximizing synergies amongst our highly respected engineering, manufacturing and marketing teams, customers will reap multiple benefits including additional new and innovative products delivered to market faster and more affordably.”

“For many reasons a void has developed in the CATV industry leaving even the largest cable MSO's searching for companies capable of developing and delivering innovative new products. Blonder Tongue and Drake plan to fill that void by shortening the development and manufacturing cycle to deliver the most complete compliment of business and product solutions in our industry,” added Luksch. “To maximize customer support, both companies will continue to operate separate entities in two locations- Blonder Tongue in Old Bridge, New Jersey, and R.L. Drake in Franklin, Ohio, respectively.”

Blonder Tongue Laboratories, Inc. provides system operators and integrators serving the cable, broadcast, satellite, IPTV, institutional and professional video markets with comprehensive solutions for the provision of content contribution, distribution and video delivery to homes and businesses. With over 60 years of experience, the company designs, manufactures, sells and supports an equipment portfolio of standard and high definition digital video solutions, as well as core analog video and high speed data solutions for distribution over coax, fiber and IP networks. Additional information on Blonder Tongue and its products can be found at www.blondertongue.com.

R.L. Drake delivers innovative electronic communications solutions for cable television systems, digital television reception, video signal distribution, and digital video encoding. For over 65 years, R.L. Drake has been committed to developing quality communication products that enrich the lives of consumers. With offices in the US and Canada, (and based in Franklin, Ohio) R.L. Drake designs and manufactures world-class products sold throughout the world.

“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, 2010 (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”, “indications”, “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.

Contacts

Eric Skolnik

Chief Financial Officer

eskolnik@blondertongue.com

(732) 679-4000

James A. Luksch

Chief Executive Officer

jluksch@blondertongue.com

(732) 679-4000