0001307942-17-000003.txt : 20170323 0001307942-17-000003.hdr.sgml : 20170323 20170323160153 ACCESSION NUMBER: 0001307942-17-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170321 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170323 DATE AS OF CHANGE: 20170323 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: 17709758 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 blonder8k032317.htm

UNITED STATES
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): March 21, 2017
 
 
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 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 1.01
  
Entry into a Material Definitive Agreement

On March 21, 2017 Blonder Tongue Laboratories, Inc. (the "Company"), R. L. Drake Holdings, LLC, a wholly-owned subsidiary of the Company (collectively with the Company, "Borrower"), as borrowers and Robert J. Pallé, as agent (in such capacity "Agent") and as a lender, together with Carol M. Pallé, Steven Shea and James H. Williams as lenders (collectively, the "Subordinated Lenders") entered into a First Amendment (the "Amendment") to Amended and Restated Senior Subordinated Convertible Loan and Security Agreement.

The Amendment revised certain provisions of the Amended and Restated Senior Subordinated Convertible Loan and Security Agreement dated March 28, 2016 by and between the Borrower, the Agent and the Subordinated Lenders (the "Loan Agreement").  In particular, the Amendment eliminated Section 4.4(e)(ii) of the Loan Agreement, which provided for certain adjustments to the conversion price used in calculating the number of shares to be received by the Subordinated Lenders on conversion of outstanding amounts under the Loan Agreement in the event the Company issued additional shares of its common stock at a price less than the conversion prices provided in the Loan Agreement.  The Amendment also eliminated certain defined terms related to the provisions of Section 4.4(e)(ii). As a result of the Amendment, during the first quarter of 2017 the Company anticipates recording a change in the derivative liability (expense) of approximately $142,000, additional interest expense of approximately $177,000 and additional paid-in capital of approximately $402,000.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03
  
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 above is hereby incorporated by reference into this Item 2.03.  Upon a default under the Loan Agreement, as amended by the Amendment, including the non-payment of principal or interest, the obligations of Borrower may be accelerated and the Agent and Subordinated Lenders may pursue their rights under the Loan Agreement, as amended by the Amendment, the Amended and Restated Mortgage and Security Agreement, dated as of March 28, 2016, by and between the Company and Robert J. Pallé, in his capacity as agent, as Mortgagee, the Uniform Commercial Code and any other applicable law or in equity.
Item 9.01
  
Financial Statements and Exhibits

(d) Exhibits.  The following exhibits are filed herewith:

Exhibit No.
  
Description
     
10.1
  
First Amendment to Amended and Restated Senior Subordinated Convertible Loan and Security Agreement dated as of March 21, 2017.
 
2
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: March 23, 2017


 
3


EXHIBIT INDEX

Exhibit No.
  
Description
     
10.1
  
First Amendment to Amended and Restated Senior Subordinated Convertible Loan and Security Agreement dated as of March 21, 2017.


 
4
 
 EX-10.1 2 blonderex10to8k032317.htm FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED CONVERTIBLE LOAN AND SECURITY AGREEMENT
 
EXHIBIT 10.1
 
FIRST AMENDMENT TO
AMENDED AND RESTATED SENIOR SUBORDINATED CONVERTIBLE
  LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED CONVERTIBLE LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into as of the 21st day of March, 2017 by and between Blonder Tongue Laboratories, Inc., a Delaware corporation (the "Company"), R.L. Drake Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Drake" and, collectively with the Company, "Borrower"), Robert J. Pallé, Carol M. Pallé, Steven L. Shea, and James H. Williams (collectively, "Lenders"), and Robert J. Pallé, as Agent for the Lenders (in such capacity, the "Agent").
BACKGROUND
A. Borrower, Lenders and Agent are party to that certain Amended and Restated Senior Subordinated Convertible Loan and Security Agreement dated as of March 28, 2016 (the "Existing Agreement").
B. The Parties hereto desire to amend the Existing Agreement and memorialize their further agreements all as more particularly set forth herein.
C. It is the intention of the parties hereto that the execution and delivery of this Amendment shall not (except as specifically set forth herein) impair, modify, or otherwise abrogate any of the rights and obligations of any party to any of the other Loan Documents and references to the "Agreement" contained in any of the other Loan Documents shall mean and refer to the Existing Agreement as amended by this Amendment.
D. Capitalized terms, not otherwise defined herein, are used herein with the meanings set forth therefor in Section 1 of the Agreement.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, and of any extensions of credit now or hereafter made to or for the benefit of Borrower by Lenders, the parties hereto, intending to be legally bound hereby, agree as follows:
1. AMENDMENT.
1.1 Section 1.1 of the Existing Agreement is amended by deleting clauses (b) and (aa) in the Existing Agreement and inserting in lieu thereof:
 (a) "(b) [reserved]"
 (b) "(aa) [reserved]."
 
1.2 Section 4.4 of the Existing Agreement is amended by deleting clause 4.4(e)(ii) in its entirety.
2. REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants that this Amendment has been duly executed by Borrower and delivered to Agent and constitutes legal, valid and binding obligations of Borrower, enforceable in accordance with their terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors' rights generally.
3. MISCELLANEOUS.
3.1 This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware without regard to conflict of law principles.
3.2 This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.
4. NO NOVATION.  This Amendment is an amendment to the Existing Agreement, and it is not intended to be, nor shall it be construed as, a novation of Borrower's responsibilities and obligations pursuant to the Existing Agreement or any other related documents previously executed in favor of Lenders or Agent.  Except as expressly set forth herein, the Loan Documents are to continue in full force and effect for the benefit of and shall in all respects be enforceable by Agent and Lenders and the priority and perfection of all security interests in the Collateral shall continue to date from the dates originally established in connection with the Existing Agreement and related Loan Documents.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

BLONDER TONGUE LABORATORIES, INC.
 
 
By:
/s/ Eric Skolnik
Name: Eric Skolnik
Title: Senior Vice President
 
R.L. DRAKE HOLDINGS, LLC
 
 
By:
/s/ Eric Skolnik
Name: Eric Skolnik
Title: Vice President
 
 
/s/ Robert J. Palle
ROBERT J. PALLÉ, as Agent
 
 
/s/ Robert J. Palle
ROBERT J. PALLÉ, as a Lender
 
 
/s/ Carol M. Palle
CAROL M. PALLÉ, as a Lender
 
 
/s/ Steven L. Shea
STEVEN L. SHEA, as a Lender
 
 
/s/ James H. Williams
JAMES H. WILLIAMS, as a Lender
 
 

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