As filed with the Securities and Exchange Commission on
May 19, 1998January 13, 2021Registration No.
______ ================================================================================333-UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------ BLONDER TONGUE LABORATORIES, INC. ------------------------------------------------------ (Exact nameBlonder Tongue Laboratories, Inc.
(Exact Name of
registrantRegistrant asspecifiedSpecified inits charter) Delaware 52-1611421 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)Its Charter)
| Delaware | 52-1611421 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
One Jake Brown Road
Old Bridge, New Jersey 08857
Telephone
(732) 679-4000
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(Address, including zip
(Address, Including ZIP code, and telephone number, including
area code,
Telephone Number, Including Area Code,
of registrant's principal executive offices)
James A. Luksch,Registrant’s Principal Executive Offices)
Eric Skolnik
Senior Vice President and Chief ExecutiveFinancial Officer
Blonder Tongue Laboratories, Inc.
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Name, Address, Including ZIP Code, and Telephone (732) 679-4000
------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,Number,
Including Area Code, of agent for service)
------------
Agent For Service)
Copies to:
Gary P. Scharmett, Esquire
Esq.
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
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PA 19103-7018
Telephone: (215) 564-8000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
☐
If delivery of this prospectusForm is expecteda registration statement pursuant to be madeGeneral Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box. [ ]
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||||||
| Common Stock, par value $0.001 | 1,428,571 | (2) | $ | 1.35 | (3) | $ | 1,928,570.85 | (3) | $ | 210.41 | ||||||
| Common Stock, par value $0.001 | 714,286 | (4) | $ | 1.25 | (5) | $ | 892,857.50 | (5) | $ | 97.41 | ||||||
| Total | 2,142,857 | — | $ | 2,821,428.35 | $ | 307.82 | ||||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of |
| (2) | Consists of |
| (3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price |
| (4) | Consists of shares of Common Stock issuable upon the exercise of the warrants issued in the private placement described herein. |
| (5) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(g) under the Securities Act. The proposed maximum offering price for shares of Common Stock underlying the warrants is based on their exercise price of $1.25 per |
The registrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration
Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statementregistration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
BLONDER TONGUE LABORATORIES, INC.
CROSS REFERENCE SHEET
Pursuant
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to Item 501(b)sell these securities and the selling stockholders named in this prospectus are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated January 13, 2021
PROSPECTUS
Blonder Tongue Laboratories, Inc.
2,142,857 Shares
Common Stock
The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 2,142,857 shares of Regulation S-K
Form S-3 Item Heading in the Prospectus
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1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus..... Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus........................ Inside Front Cover Page
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges......... The Company; Risk Factors;
Not Applicable
4. Use of Proceeds............................ Use of Proceeds
5. Determination of Offering Price ........... Not Applicable
6. Dilution................................... Not Applicable
7. Selling Security Holders................... Selling Security Holders
8. Plan of Distribution....................... Plan of Distribution
9. Description of Securities to be
Registered................................. Not Applicable
10. Interests of Named Experts and Counsel..... Legal Matters
11. Material Changes........................... Not Applicable
12. Incorporation of Certain Information by
Reference.................................. Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................ Not applicable.
SUBJECT TO COMPLETION, DATED MAY 19, 1998
PROSPECTUS
BLONDER TONGUE LABORATORIES, INC.
317,889 Shares of Common Stock
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This Prospectus relates to 150,000 shares ofour common stock, par value $.001$0.001 per share (the "Common Stock"(“Common Stock”), comprised of Blonder Tongue Laboratories, Inc., a Delaware
corporation (the "Company"), underlying a certain warrant (the "Warrant"), and
167,889(i) 1,428,571 shares of outstandingour Common Stock which may be offered for sale(the “Shares”) issued in a private placement to certain accredited investors (the “Purchasers”) pursuant to a Securities Purchase Agreement dated as of December 14, 2020 (the “Securities Purchase Agreement”) and (ii) 714,286 shares of our Common Stock (the “Warrant Shares”) issuable upon the exercise of warrants (the “Warrants”) issued in the private placement pursuant to the Securities Purchase Agreement.
The Shares and the Warrants were issued to the Purchasers in reliance upon an exemption from time to time by certain security holdersthe registration requirements of the CompanySecurities Act of 1933, as amended (the "Selling Security
Holders"“Securities Act”), or by their pledgees, donees, transferees or other successors in
interest, pursuant to or through underwriters or directlySection 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder. We are registering the offer and resale of the Shares and the Warrant Shares to other purchasers or through
brokers or agents in one or more transactions at varying prices determined atsatisfy our obligations under a Registration Rights Agreement dated as of December 14, 2020 (the “Registration Rights Agreement”) that we entered into with the time of sale or at fixed or negotiated prices. See "Plan of Distribution."
The CompanyPurchasers.
We will not receive any of the proceeds from the sale of the 317,889Shares or the Warrant Shares by the selling stockholders. However, we will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
You should read this prospectus, together with the additional information described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.
The selling stockholders, or their permitted pledgees, assignees or other successors-in-interest, may offer or resell the Shares and Warrant Shares from time to time through public transactions on the NYSE American or any other stock exchange, market or trading facility on which shares of our Common Stock are traded or in private transactions, at fixed or negotiated prices. The selling stockholders may also sell the shares of Common Stock (the "Shares")securities under Rule 144 under the Securities Act or any other available exemption from registration under the Securities Act rather than under this prospectus. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of shares of Common Stock offered hereby, and all selling and other expenses incurred by the Selling
Security Holders. The Companythem in connection with such sales. We will receive the proceeds from the issuancebear all costs, expenses and sale of the shares underlying the Warrant. The expenses offees in connection with the registration of the Shares undershares of Common Stock offered hereby. For additional information on the Securities Actmethods of 1933, as amended (the "Securities Act"),
and the registration or qualification of the Shares under any applicable state
securities laws willsale that may be paidused by the Company. The aggregate proceeds to the
Selling Security Holders will be the offering priceselling stockholders, see “Plan of the Shares sold, less the
applicable agents' commissions and underwriting discounts, if any.
TheDistribution” beginning on page 13 of this prospectus.
Our Common Stock is listed on the NYSE American Stock Exchange ("AMEX") under the symbol "BDR."“BDR.” On May 14, 1998 the reported last sale price of the Common
Stock on AMEX was $10.50 per share.
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THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on May 14,
1998.
(2) Cannot be estimated at this time.
(3) The Company will pay estimated expenses of $40,000 in connection with the
offering of the Shares by the Selling Security Holders.
(4) Before applicable underwriting discounts or commissions, which cannot be
estimated at this time.
The datepage 4 of this Prospectus is May __, 1998.
Informationprospectus, as well as those risk factors contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filedin the reports we file with the Securities and Exchange Commission. TheseCommission (the “SEC”), that are incorporated or deemed to be incorporated by reference herein, to read about other risk factors you should consider before making a decision to invest in any of our securities.
Neither the SEC or any state securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sellcommission has approved or the
solicitation of an offer to buy nor shall there be any saledisapproved of these securities in any State in which such offer, solicitation or sale would be unlawful priorpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2021
TABLE OF CONTENTS
i
This prospectus is part of a registration or qualificationstatement on Form S-3 that we have filed with the SEC under the securities lawsSecurities Act using a “shelf” registration process. The selling stockholders named in this prospectus may resell, from time to time, in one or more offerings, the shares of any such State.
No dealer, salespersonCommon Stock offered by this prospectus. Information about the selling stockholders may change over time. When the selling stockholders sell shares of Common Stock under this prospectus, we will, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify or other person has been authorized to give anyreplace information or to make any representation other than those contained in this prospectus. If a prospectus supplement is provided and the description of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along with all of the information incorporated by reference herein and therein, before making an investment decision.
You should rely only on the information contained or incorporated by reference in this Prospectusprospectus or any applicable prospectus supplement. We have not, and if giventhe selling stockholders have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to sell, nor are the selling stockholders seeking an offer to buy, the shares offered by this prospectus in any jurisdiction where the offer or sale is not permitted. No offers or sales of any of the shares of Common Stock are to be made in any jurisdiction in which such informationan offer or representation mustsale is not be relied uponpermitted.
You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as having been authorizedwell as the documents incorporated by the Company.reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this Prospectusprospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof orimply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof. This Prospectus does not constitute an offerhereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.
All references in this prospectus and any prospectus supplement to sell“Blonder Tongue,” the “Company,” “we,” “us,” “our,” or similar references refer to Blonder Tongue Laboratories, Inc., and its subsidiaries on a solicitation
of an offer to buy any securities offered hereby by anyone in any jurisdiction
in which such offerconsolidated basis, except where the context otherwise requires or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to anyone to whom
it is unlawful to make such offer or solicitation.
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TABLE OF CONTENTS
Page
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AVAILABLE INFORMATION....................................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. 3
THE COMPANY................................................................. 4
RISK FACTORS................................................................ 4
USE OF PROCEEDS............................................................. 9
SELLING SECURITY HOLDERS.................................................... 9
PLAN OF DISTRIBUTION........................................................ 9
LEGAL MATTERS............................................................... 10
EXPERTS..................................................................... 10
------------as otherwise indicated.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical
This prospectus, any prospectus supplement and the documents incorporated by reference herein and therein contain forward-looking information this Prospectus containswithin the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements relatingrelate to future events regarding such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor the Company
notesprovisions, we note that a variety of factors could cause the Company'sour actual results and experience to differ materially and adversely from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operation, performance, development and results of the Company'sour business include, but are not limited to, those matters discussed hereinin our Annual Report on Form 10-K for the year ended December 31, 2019 in the sections entitled "The Company"“Management’s Discussion and "Risk Factors."Analysis of Financial Condition and Results of Operations” and “Risk Factors,” and in the same sections of our subsequently-filed Quarterly Reports on Form 10-Q, as such information may be amended or supplemented by information contained in our subsequently-filed Current Reports on Form 8-K. The words "believe," "expect," "anticipate," "project"“believe,” “expect,” “anticipate,” “project,” “target,” “intend,” “plan,” “seek,” “estimate,” “endeavor,” “should,” “could,” “may” and similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to projections for our future financial performance, our anticipated growth trends in our business and other characterizations of future events or circumstance are forward-looking statements. Readers also should carefully review the risk factors we describe in other documents we file from time to time with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management's
analysisspeak only as of the date hereof. The Company undertakes nohereof, or, in the case of other documents referred to herein, the dates of those documents. We do not undertake any obligation to release publicly reviseor otherwise provide any revisions to these forward-looking statements to reflect events or circumstances that ariseoccurring after the date hereof. Readers should also carefully
reviewhereof or to reflect the risk factors describedoccurrence of unanticipated events, except as may be required under applicable law.
iii
This summary highlights information contained elsewhere in otherthis prospectus and in the documents the Company files from time
to time with the Commission.
2
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act with respect to the Shares of Common Stock
offeredwe incorporate by this Prospectus.reference. This Prospectus, filed as part of the Registration
Statement,summary does not contain all of the information set forththat you should consider before deciding to invest in our securities. You should read this entire prospectus and any applicable prospectus supplement carefully, including the Registration
Statement and the exhibits and schedules thereto. For further information about
the Company and the Common Stock, reference is made to the Registration
Statement and to the exhibits and schedules filed therewith. Statements“Risk Factors” sections contained in this Prospectus or in any document incorporated by reference herein
as to the contents of any contract or other document referred to are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
in any document incorporated by reference herein, each such statement being
qualified in all respects by such reference. A copy of the Registration
Statement may be inspected without charge at the Commission's principal offices,
and copies of all or any part of the Registration Statement may be obtained from
such office upon the payment of the fees prescribed by the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission can be inspected at the Public Reference section of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
7 World Trade Center, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference section of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In
addition, the Commission maintains a Web site that contains reports, proxy
statements and other information regarding the Company which are filed
electronically with the Commission at http://www.sec.gov.
The Common Stock is traded on AMEX under the symbol "BDR. " Reports, proxy
statements and other information regarding the Company may be inspected at the
offices of AMEX at 86 Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information previously filed with the
Commission pursuant to the Exchange Actprospectus or the Securities Act are, asapplicable prospectus supplement and Part I, Item 1A of their
respective dates, hereby incorporated by reference into this Prospectus: (1) the
Company'sour Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (2) the Company's2019 and Part II, Item 1A of our Quarterly ReportReports on Form 10-Q for the quarterquarters ended March 31, 1998; (3) the Company's2020, June 30, 2020 and September 30, 2020, as may be updated by our subsequently-filed Current ReportReports on Form 8-K, filed withas well as our financial statements and the Commission on April 6, 1998; (4)related notes and the Company's Proxy Statement for the Annual
Meeting of Stockholders held on May 7, 1998; (5) all other reports filed by the
Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to above; and (6) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A originally filed with the Commission on December 11, 1995,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to
termination of the offering made hereunder shall be deemed to be incorporated by
reference into this Prospectus and to be a part of this Prospectus from the
respective dates of the filing of such documents. Any statement contained in a
document incorporated by reference herein, shall be deemed to be modified or
superseded for purposeswhich are described under the heading “Incorporation of this Prospectus to the extent that a statement
contained herein or in any other document subsequently filed and incorporated
hereinCertain Documents by reference modifies or supersedes such prior statement. Any statement
so modified or superseded shall not be deemed, except as modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon
written or oral request of such person, a copy of any or all information that
has been incorporated by reference in this Prospectus, other than exhibits to
such information that are not specifically incorporated by reference into such
information. Requests for information incorporated by reference in this
Prospectus should be made in writing or by telephone to Reference.”
Blonder Tongue Laboratories, Inc., One Jake Brown Road, Old Bridge, New Jersey 08857, Attn.:
Peter Pugielli, Chief Financial Officer, telephone number (732) 679-4000.
3
THE COMPANY
Blonder Tongue is a designer, manufacturer and supplier of a comprehensive
line of communications products used in the acquisition, conversion,
distribution and protection of television signals. The Company's products have
gained a dominant position within the private cable market ("Private Cable")
which services multiple dwelling units such as apartment complexes and
condominiums ("MDU"), hotels, motels and resorts within the lodging industry
("Lodging"), and other facilities including schools, hospitals, prisons and
marinas. The Company is currently leveraging its strategic relationships and
expertise gained in the Private Cable market to aggressively expand into the
franchised cable market ("CATV"). To this end, on March 25, 1998, the Company
acquired all of the assets and technology rights of the interdiction product
line of Scientific-Atlanta, Inc. ("Scientific") which has been engineered
primarily for, and is currently being sold in, the CATV market.
Blonder Tongue's product line can be separated, according to function, into
the following categories: (i) headend products used by a system operator for
signal acquisition, processing and manipulation for further transmission
("Headend Products"), (ii) distribution products used to permit signals to
travel to their ultimate destination in a home, apartment unit, hotel room,
office or other terminal location ("Distribution Products"), (iii) subscriber
products (which include interdiction products) used to control access to
programming at the subscriber's location and to split and amplify incoming
signals for transmission to multiple sites and for multiple television sets
within a site ("Subscriber Products") and (iv) microwave products used to
transmit the output of Headend Products to multiple locations using
point-to-point communication links in the 18 Ghz range of frequencies
("Microwave Products"). The Company's principal customers are system
integrators, primarily in the Private Cable market, which design, package,
install and in most instances operate cable systems.
Blonder Tongue is a recognized leader in the Private Cable market, offering
Private Cable integrators "one-stop shop" convenience in the form of a complete
range of high performance, quality products at reasonable prices as well as
product engineering, design and support. The Company offers its customers all
components necessary to build a cable system, from Headend Products which serve
as the core of any system, to ancillary components of the system which transmit,
distribute and control access to cable signals.
The Company was incorporated in November 1988, under the laws of the State
of Delaware as a successor toGPS Acquisition Corp. for the purpose of acquiring the business of Blonder-Tongue Laboratories, Inc., a New Jersey corporation, operating under the same
name, which was originally founded in 1950 by Ben H. Tongue and Isaac S. Blonder to design, manufacture and supply a line of electronics and systems equipment principally for the private cable industry. Following the acquisition, we changed our name to Blonder Tongue Laboratories, Inc. Blonder Tongue completed the initial public offering of its shares of Common Stock in 1950.December 1995.
Today, Blonder Tongue is a technology-development and manufacturing company that delivers a wide range of products and services to the telecommunications, cable entertainment and media industry. For 70 years, Blonder Tongue/Drake products have been deployed in a long list of locations, including lodging/hospitality, multi-dwelling units/apartments, broadcast studios/networks, universities/schools, healthcare/hospitals, fitness centers, government facilities/offices, prisons, airports, sports stadiums/arenas, entertainment venues/casinos, retail stores, and small-medium businesses. These applications are variously described as commercial, institutional and/or enterprise environments and will be referred to herein collectively as “CIE”. The Company'scustomers we serve include business entities installing private video and data networks in these environments, whether they are the largest cable television operators, telco or satellite providers, integrators, architects, engineers or the next generation of Internet Protocol Television (“IPTV”) streaming video providers. The technology requirements of these markets change rapidly, and our research and development team is continually delivering high performance, lower cost solutions to meet customers’ needs.
Our strategy is focused on providing a wide range of products to meet the needs of the CIE environments described above, including lodging/hospitality, multi-dwelling units/apartments, broadcast studios/networks, universities/schools, healthcare/hospitals, fitness centers, government facilities/offices, prisons, airports, sports stadiums/arenas, entertainment venues/casinos, retail stores, and small-medium businesses, and to provide offerings that are optimized for an operator’s existing infrastructure, as well as the operator’s future strategy. A key component of this growth strategy is to provide products that deliver the latest technologies (such as IPTV and digital 4K, UHD, HD and SD video content) and have a high performance-to-cost ratio.
In 2019, Blonder Tongue initiated a consumer premise equipment (“CPE”) sales initiative. The CPE products comprise primarily Android-based IPTV set top boxes sold to the Tier 2 and Tier 3 cable and telecommunications service providers. This strategic initiative is designed to secure an in-home position with our product offerings, more intimate, direct relationships with a wide range of service providers, and increased sales of our CIE products by our Premier Distributors to those same service providers. In its first year, the CPE product initiative achieved sales to over 45 different telco, municipal fiber, and cable operators and accounted for approximately 20% of Blonder Tongue’s 2019 revenues. Sales of CPE products were $1,379,000 and $1,498,000 in the third three months of 2020 and 2019 and $3,051,000 and $2,691,000 in the first nine months of 2020 and 2019, respectively.
We have seen a continuing shift in product mix from analog products to digital products and expects this shift to continue. Accordingly, any substantial decrease in sales of analog products without a related increase in digital products or other products could have a material adverse effect on Blonder Tongue’s results of operations, financial condition and cash flows. Sales of digital video headend products were $801,000 and $1,292,000 and sales of analog video headend products were $323,000 and $366,000 in third three months of 2020 and 2019, respectively. Sales of digital video headend products were $2,603,000 and $5,482,000 and sales of analog video headend products were $838,000 and $1,249,000 in the first nine months of 2020 and 2019, respectively.
Like many businesses throughout the United States and the world, we have been adversely affected by the COVID-19 outbreak. Because there are daily developments regarding the outbreak, we are continually assessing the current and anticipated future effects on our business, including how these developments are impacting or may impact our customers, employees and business partners. In our core CIE business, we have experienced a noticeable decline in sales, as many of our customers have significantly reduced their business operations. In our CPE business we have experienced a more substantial reduction in anticipated sales, again as a result of our customers’ significant decrease in their business activities. With uncertainties surrounding the extent to which the COVID-19 outbreak will affect the economy generally, and our customers and business partners in particular, it is impossible for us to predict when conditions will improve to the point that we may reasonably forecast when our sales might return to historical levels. However, we are currently taking steps to significantly reduce our expenses, including adjustments in our staffing (in the form of furloughs as well as some permanent headcount reductions) and reductions in manufacturing activities, which we believe will improve our ability to continue our operations at current levels and meet our obligations to our customers.
Our manufacturing is allocated primarily between our facility in Old Bridge, New Jersey (“Old Bridge Facility”) and key contract manufacturing located in the People’s Republic of China (“PRC”), South Korea and Taiwan. Blonder Tongue currently manufactures most of its digital products, including the NXG product line and latest encoder, transcoder and EdgeQAM collections, at the Old Bridge Facility. Since 2007 we have transitioned and continues to manufacture certain high volume, labor intensive products, including many of our analog and other products, in the PRC, pursuant to manufacturing agreements that govern the production of products that may from time to time be the subject of purchase orders submitted by (and in the discretion of) Blonder Tongue. Although we do not currently anticipate the transfer of any additional products to the PRC or other countries for manufacture, we may do so if business and market conditions make it advantageous to do so. Manufacturing products both domestically at our Old Bridge Facility as well as off shore in the PRC, South Korea and Taiwan, enables Blonder Tongue to realize cost reductions while maintaining a competitive position and time-to-market advantage.
We may, from time to time, provide manufacturing, research and development and product support services for other companies’ products. In 2015, Blonder Tongue entered into an agreement with VBrick Systems, Inc. (“VBrick”) to provide procurement, manufacturing, warehousing and fulfillment support to VBrick for a line of high-end encoder products and sub-assemblies. Sales to VBrick of encoder products were approximately $28,000 and $319,000 in the third three months of 2020 and 2019 and $101,000 and $393,000 in the first nine months of 2020 and 2019, respectively. Sales to VBrick for sub-assemblies were not material in the three months and nine months ended September 30, 2020 or 2019, respectively.
Our principal executive offices are located at One Jake Brown Road, Old Bridge, New Jersey 08857. Its08857; telephone number is (732) 679-4000. Our Internet address is www.blondertongue.com. Except for our SEC filings incorporated by reference into this prospectus and any prospectus supplement that are available through our website, or as otherwise indicated, asexpressly stated herein, the information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any prospectus supplement or any other report or document we file with or furnish to the SEC.
Summary of the Offering
| Common Stock Offered by the Selling Stockholders | Up to 2,142,857 shares of Common Stock, comprised of (i) 1,428,571 shares of Common Stock issued to the Purchasers and (ii) 714,286 shares of Common Stock issuable upon the exercise of the Warrants issued to the Purchasers. | |
| Selling Stockholders | All of the shares of Common Stock are being offered by the selling stockholders named herein. See “Selling Stockholders” on page 6 of this prospectus for more information on the selling stockholders. | |
| Use of Proceeds | We will not receive any proceeds from the sale of the shares in this offering. However, we will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes. | |
| Registration Rights | Under the terms of the Registration Rights Agreement, we have agreed to file this registration statement to register the resale by the selling stockholders of the Shares and Warrant Shares. We have agreed to cause this registration statement to become effective under the Securities Act by the 90th day following the date of the Registration Rights Agreement (or by the 120th day following the date of the Registration Rights Agreement if there is a review of the registration statement by the SEC). In addition, we have agreed that we will use our best efforts to maintain the effectiveness of the registration statement until the earlier of (i) the selling stockholders have sold all of the Shares and the Warrant Shares or (ii) such shares may be resold by the selling stockholders pursuant to Rule 144 under the Securities Act, without the requirement for us to be in compliance with the current public information required under such rule and without volume or manner-of-sale restrictions. | |
| Plan of Distribution | The selling stockholders named in this prospectus, or their permitted pledgees, assignees or other successors-in-interest, may offer or resell the shares from time to time through public transactions on the NYSE American or any other stock exchange, market or trading facility on which the securities are traded or in private transactions, at fixed or negotiated prices. The selling stockholders may also sell the shares under Rule 144 under the Securities Act or any other available exemption from registration under the Securities Act rather than under this prospectus. See “Plan of Distribution” beginning on page 13 of this prospectus for additional information on the methods of sale that may be used by the selling stockholders. | |
| Risk Factors | Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus, as well as those risk factors contained in the reports we file with the SEC, that are incorporated or deemed to be incorporated by reference in this prospectus, to read about other risk factors you should consider before making a decision to invest in the Common Stock. | |
| NYSE American Symbol | “BDR” |
An investment in this Prospectus, the "Company" and
"Blonder Tongue" refer to Blonder Tongue Laboratories, Inc. and its
subsidiaries.
RISK FACTORSour securities involves substantial risks. In evaluating the Company's business and in making a decision to purchase
Common Stock, prospective investorsconsultation with your own advisors, you should carefully consider, among other matters, the followingrisk factors in addition to theand other information we include or incorporate by reference in this prospectus and any prospectus supplement before deciding whether to invest in our securities. In particular, you should carefully consider, among other things, the factors described under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, as may be updated by our subsequently-filed Current Reports on Form 8-K. If any of the risks contained in andor incorporated by reference into this Prospectus before purchasing the Common Stock offered hereby.
Dependence on Certain Large Customers
Approximately 46%, 39% and 40% of the Company's revenues in fiscal years
1995, 1996 and 1997, respectively, were derived from sales of products to the
Company's five largest customers. In 1997, sales to OpTel, Inc. and LodgeNet
Entertainment Corporation each accounted for approximately 16 % of the Company's
revenues. For the first three months of 1998, the Company's five largest
customers accounted for approximately 55% of the Company's revenues. There can
be no assurance thatprospectus or any sales to these customers, individually or as a group,
will reach or exceed historical levels in any future period. However, the
Company anticipates that these customers will continue to account for a
significant portion of the Company's revenues in future periods, although none
of them is obligated to purchase any specified amount of products (beyond
outstanding purchase orders) or to provide the Company with binding forecasts of
product purchases for any future period.
The complement of leading customers may shift as the most efficient and
better financed integrators grow more rapidly than others. The Company believes
that many integrators will grow rapidly, and, as such, the Company's success
will depend in part on the viability of those customers and on the Company's
ability to maintain its position in the overall marketplace by shifting its
emphasis to those customers with the greatest growth and growth prospects. Any
substantial decrease or delay in sales to one or more of the Company's leading
customers, theprospectus supplement develop into actual events, our business, financial failure of any of these entities, or the Company's
inability to develop solid relationships with the integrators which may replace
the present leading customers, could have a material adverse effect on the
Company'scondition, liquidity, results of operations and financial condition.
4
Need to Manage Growth; Scientific Acquisition
The Company has recently experienced a period of significant growth which
has placed, and could continue to place, a significant strain on the Company's
resources, including its working capital. Cash flow from operations has been
insufficient to finance this growth and the Company has relied upon a line of
credit to supplement cash generated from operations to finance working capital
requirements. The Company's ability to manage growth effectively will require it
to continue to improve and expand its operations, including its financial and
management information systems and its manufacturing operations and to recruit
and retain executive staff and key employees. There can be no assurance that the
Company's operations will generate sufficient cash flow or that adequate
financing will be available to finance continued growth. The Company's inability
to obtain needed equity or debt financing could have a material adverse effect
on the Company's results of operations and financial condition. In addition,
there can be no assurance that the Company will be able to continue to improve
and expand its operations or to recruit and retain high quality executives and
key employees. The failure to manage growth effectively would have a material
adverse effect on the Company's results of operations and financial condition.
In March, 1998, the Company acquired Scientific's interdiction business,
including its interdiction product line (the "Acquisition"). The total purchase
price consisted of (i) $19 million in cash, (ii) 67,889 shares of the Company's
Common Stock, (iii) a Warrant to purchase 150,000 additional shares of the
Company's Common Stock at an exercise price of $14.25 per share and (iv)
assumption by the Company of certain obligations under executory contracts with
vendors and customers and certain warranty obligations and other current
liabilities of Scientific's interdiction business. As a result of the
Acquisition, the Company acquired a new interdiction product line (the "SMI
Product Line") which the Company believes will complement its current
interdiction products and will enable it to increase sales in the CATV market.
The success of the SMI Product Line will, however, be dependent upon the
Company's ability to timely integrate the new products into the Company's
existing operations, obtain manufacturing efficiencies, and maintain and
increase market share in the CATV market. There can be no assurance that the new
products will be successfully integrated by the Company or that such integration
will not strain the Company's available management, manufacturing, financial and
other resources. There can be no assurance that the Company will maintain the
level of sales of the SMI Product Line in the CATV market or that increased
sales of the SMI Product Line will not decrease sales of the Company's other
products, including the Company's VideoMask(TM) interdiction product line. The
Company's inability to integrate the SMI Product Line in a timely manner could
have a material adverse effect on the Company's results of operations and
financial condition.
The Company currently has no commitments with respect to any future
acquisitions. The Company, however, frequently evaluates the strategic
opportunities available to it and, as part of its strategy to increase growth
through acquisition, may in the future pursue acquisitions of additional
complementary products, technologies and businesses. Such acquisitions by the
Company may result in the diversion of management's attention from the
day-to-day operations of the Company's business and may include numerous other
risks, including difficulties in the integration of the operations and products,
integration and retention of personnel of the acquired companies and certain
financial risks. Future acquisitions by the Company may result in dilutive
issuances of equity securities, the incurrence of additional debt, reduction of
existing cash balances, amortization expenses related to goodwill and other
intangible assets and other charges to operations that could have a material
adverse effect on the Company's results of operations and financial condition.
Changes in Technologies, Industry Standards and Customers' Needs
Both the Private Cable industry and the CATV industry are characterized by
the continuing advancement of technology, evolving industry standards and
changing customer needs. To be successful, the Company must anticipate the
evolution of industry standards and changes in customer needs, through the
timely development and introduction of new products, enhancement of existing
products and licensing of new technology from third parties. Although the
Company depends primarily on its own research and development efforts to develop
new products and enhancements to its existing products, the Company has and may
continue to seek licenses for new technology from third parties when the Company
believes that it can obtain such technology more quickly and/or cost-effectively
from such third parties than the Company could otherwise develop on its own, or
when the desired technology has already been patented by a third party. There
can, however, be no assurance that new technology or such licenses will be
available on terms acceptable to the Company. There can be no assurance that the
Company will anticipate the evolution of industry standards in Private Cable,
CATV or the communications industry generally, changes in the market and
customer needs, or that technologies and applications under development by the
Company will be successfully developed, or if they are successfully developed,
that they will achieve market acceptance. If the Company is unable for
technological or other reasons to develop and introduce products and
applications or to obtain licenses for new technologies from third parties in a
timely manner in response to changing market conditions or customer
requirements, the Company's results of operations and financial condition would
be materially adversely affected.
5
Highly Competitive Market Place
All aspects of the Company's business are highly competitive. The Company
competes with national, regional and local manufacturers and distributors,
including companies larger than itself which have substantially greater
resources. Various manufacturers who are suppliers to the Company sell directly
as well as through distributors into the CATV and Private Cable marketplaces.
Because of the convergence of the cable, telecommunications and computer
industries and rapid technological development, new competitors may seek to
enter the principal markets served by the Company. Many of these potential
competitors have significantly greater financial, technical, manufacturing,
marketing, sales and other resources than the Company. The Company expects that
direct and indirect competition will increase in the future. Additional
competition could have a material adverse effect on the Company's results of
operations and financial condition through price reductions, loss of market
share and delays in the timing of customer orders and an inability to increase
its penetration into the CATV market.
Dependence on Cable Industry Capital Spending
The Company estimates that approximately 80% of its revenues in fiscal
years 1995, 1996 and 1997 came from worldwide sales of its products for use
primarily in Private Cable systems. Demand for the Company's products depends to
a large extent upon capital spending on Private Cable systems and specifically
by Private Cable operators for constructing, rebuilding, maintaining or
upgrading their systems. Capital spending by Private Cable operators and,
therefore, the Company's sales and profitability, are dependent on a variety of
factors, including access by Private Cable operators to financing, demand for
their cable services, availability of alternative video delivery technologies,
and general economic conditions. In addition, since a principal strategy of the
Company's growth plan anticipates deeper penetration into the CATV market, the
Company's sales and profitability may in the future be more dependent on capital
spending by traditional franchise cable system operators as well as by new
entrants to this market planning to over-build existing cable system
infrastructures, for constructing, rebuilding, maintaining and upgrading their
systems. There can be no assurance that system operators in Private Cable or
CATV will continue capital spending for constructing, rebuilding, maintaining,
or upgrading their systems. Any substantial decrease or delay in capital
spending by Private Cable or CATV operators would have a material adverse effect
on the Company's results of operations and financial condition.
Dependence on Single Manufacturing Facility
The Company operates out of one manufacturing facility in Old Bridge, New
Jersey (the "Old Bridge Facility"). While the Company maintains a limited amount
of business interruption insurance, a casualty that results in a lengthy
interruption of the ability to manufacture at that facility would have a
material adverse effect on the Company's results of operations and financial
condition.
Dependence on Third Party Suppliers
The Company purchases several products from sole suppliers for which
alternative sources are not available, such as the VideoCipher(R) and
DigiCipher(R) encryption systems manufactured by General Instrument Corporation,
which are standard encryption methodology employed on United States C-Band and
Ku-Band transponders, certain components of EchoStar digital satellite receiver
decoders, which are specifically designed to work with the DISH Network(TM), and
certain components of Hughes Network Systems digital satellite receivers which
are specifically designed to work with DIRECTV(R) programming. Presently, the
subscriber modules used in the Company's SMI Product Line acquired from
Scientific in March, 1998, are manufactured for the Company by Matsushita
Electronic Components Co., Ltd. pursuant to a supply contract. While the Company
intends to develop this capability, there are no assurances that it will
successfully be able to do so. An inability to timely obtain sufficient
quantities of these components could have a material adverse effect on the
Company's results of operations and financial condition. In addition, results of
operations and financial conditionprospects could be materially and adversely affected, by
receipt of a significant number of defective components, an increase in
component prices or the inability of the Company to obtain lower component
prices in response to competitive pressures on the pricing of the Company's
products.
Dependence on Internal Sales Force
The Company historically maintained contractual relationships with numerous
independent sales representatives; however, in February, 1998, the Company
terminated almost all of its contractual relationships with its independent
sales representatives. The Company intends to retain independent sales
representatives only in particular geographic areas, such as the European
market, or targeted to specific customer prospects. While management believes
its internal sales force has the capacity to maintain or increase sales formerly
made through independent sales representatives without the necessity of paying
sales commissions, there can be no assurance that the internal sales force can
maintain the historic levels of sales formerly made through the independent
sales representatives or that additional employees will not need to be hired by
the Company to expand the internal sales force. The Company's results of
operations and financial condition could be
6
materially adversely affected if the internal sales force cannot maintain and
increase the amount of sales formerly produced by the independent sales
representatives.
Risks of International Operations
Sales to customers outside of the United States represented approximately
9%, 5% and 3% of the Company's revenues in fiscal years 1995, 1996 and 1997,
respectively. Such sales are subject to certain risks such as changes in foreign
government regulations and telecommunications standards, export license
requirements, tariffs and taxes, other trade barriers, fluctuations in foreign
currency exchange rates, difficulties in staffing and managing foreign
operations, and political and economic instability. Fluctuations in currency
exchange rates could cause the Company's products to become relatively more
expensive to customers in a particular country, leading to a reduction in sales
or profitability in that country. There can be no assurance that sales to
customers outside the United States will reach or exceed historical levels in
the future, or that international markets will continue to develop or that the
Company will receive additional contracts to supply its products for use in
systems and equipment in international markets. The Company's results of
operations and financial condition could be materially adversely affected if
international markets do not continue to develop, the Company does not continue
to receive additional contracts to supply its products for use in systems and
equipment in international markets or the Company's international sales are
affected by the other risks of international operations.
Limited Proprietary Protection
Other than the SMI Product Line acquired by the Company from Scientific,
the underlying technology for which is covered by numerous U.S. and
international patents, the Company possesses limited patent or registered
intellectual property rights with respect to its technology. The Company relies
on a combination of contractual rights and trade secret laws to protect its
proprietary technology and know-how. There can be no assurance that the Company
will be able to protect its technology and know-how or that third parties will
not be able to develop similar technology independently. Therefore, existing and
potential competitors may be able to develop similar products which compete with
the Company's products. Such competition could adversely affect the prices for
the Company's products or the Company's market share and could have a material
adverse effect upon the Company's results of operations and financial condition.
Risk of Patent Infringement Claims
While the Company does not believe that its products (including products
and technologies licensed from others) infringe the proprietary rights of any
third parties, there can be no assurance that infringement or invalidity claims
(or claims for indemnification resulting from infringement claims) will not be
asserted against the Company or its customers. Damages for violation of third
party proprietary rights could be substantial, in some instances are trebled,
and could have a material adverse effect on the Company's financial condition
and results of operation. Regardless of the validity or the successful assertion
of any such claims, the Company would incur significant costs and diversion of
resources with respect to the defense thereof which could have a material
adverse effect on the Company's financial condition and results of operations.
If the Company is unsuccessful in defending any claims or actions that are
asserted against the Company or its customers, the Company may seek to obtain a
license under a third party's intellectual property rights. There can be no
assurance, however, that under such circumstances, a license would be available
under reasonable terms or at all. The failure to obtain a license to a third
party's intellectual property rights on commercially reasonable terms could have
a material adverse effect on the Company's results of operations and financial
condition.
Risks of Governmental Regulation
Private Cable (estimated by the Company to represent approximately 80% of
its business), while in some cases subject to certain FCC licensing
requirements, is not presently burdened with extensive government regulations.
It is possible, however, that regulations could be adopted in the future which
impose burdensome restrictions on Private Cable operators resulting in, among
other things, barriers to the entry of new competitors or limitations on capital
expenditures by Private Cable operators. Any such regulations, if adopted, could
have a material adverse effect on the Company's results of operations and
financial condition.
Operators in the CATV market (estimated by the Company to represent
approximately 20% of its business) had been subject to extensive government
regulation pursuant to the Cable Television Consumer Protection and Competition
Act of 1992, which among other things provided for rate rollbacks for basic tier
cable service, further rate reductions under certain circumstances and
limitations on future rate increases. The Telecommunications Act of 1996 has
deregulated many aspects of CATV system operation and has opened the door to
competition among cable operators and telephone companies in each of their
respective industries. The Company believes that this legislation will increase
the base of potential customers for the Company's products. It is possible,
however, that regulations could be adopted in the future which would re-impose
burdensome restrictions on CATV operators resulting in, among other things, the
grant of exclusive rights or franchises within certain geographical areas. Any
increased regulation of CATV could have a material adverse effect on the
Company's results of operations and financial condition.
7
Environmental Regulations
The Company is subject to a variety of federal, state and local
governmental regulations related to the storage, use, discharge and disposal of
toxic, volatile or otherwise hazardous chemicals used in its manufacturing
processes. The Company does not anticipate material capital expenditures during
the remainder of its current fiscal year or during 1999, for compliance with
federal, state and local environmental laws and regulations. There can be no
assurance, however, that changes in environmental regulations will not result in
the need for additional capital expenditures or otherwise impose additional
financial burdens on the Company. Further, such regulations could restrict the
Company's ability to expand its operations. Any failure by the Company to obtain
required permits for, control the use of, or adequately restrict the discharge
of, hazardous substances under present or future regulations could subject the
Company to substantial liability or could cause its manufacturing operations to
be suspended. Such liability or suspension of manufacturing operations could
have a material adverse effect on the Company's results of operations and
financial condition.
Dependence on Key Personnel
The Company's future success depends in large part on the continued service
of its key executives and technical and management personnel, including James A.
Luksch, Chief Executive Officer and President, and Robert J. Palle, Executive
Vice President and Chief Operating Officer. The Company maintains and is the
beneficiary of $1,000,000 of key man life insurance on each of Mr. Luksch and
Mr. Palle. The Company's future success also depends on its ability to continue
to attract and retain highly-skilled engineering, manufacturing, marketing and
managerial personnel. The competition for such personnel is intense, and the
loss of key employees, in particular the principal members of its management and
technical staff, could have a material adverse effect on the Company's results
of operations and financial condition.
Control of the Company by Principal Stockholders, Officers and Directors
Immediately following this offering, the Company's principal stockholders,
officers and directors will beneficially own approximately 63% of the
outstanding shares of the Company's Common Stock. As a result, such persons,
acting together, would have the ability to control all matters requiring
stockholder approval. The concentration of ownership could have the effect of
discouraging offers to acquire the Company or otherwise inhibiting a change in
control of the Company, and as a result, may deprive stockholders of an
opportunity to sell their stock at higher prices.
Potential Issuance of Preferred Stock and other Anti-Takeover Measures
The Board of Directors has the authority to issue up to 5,000,000 shares of
undesignated Preferred Stock, to determine the powers, preferences and rights
and the qualifications, limitations or restrictions granted to or imposed upon
any unissued series of undesignated Preferred Stock and to fix the number of
shares constituting any series and the designation of such series, without any
further vote or action by the Company's stockholders. The Preferred Stock could
be issued with voting, liquidation, dividend and other rights superior to the
rights of the Common Stock. Furthermore, such Preferred Stock may have other
rights, including economic rights, senior to the Common Stock, and as a result,
the issuance of such stock could have a material adverse effect on the market
value of the Common Stock. In addition, the Company's Restated Certificate of
Incorporation eliminates the right of stockholders to act without a meeting,
does not provide cumulative voting for the election of directors or the right of
stockholders to call special meetings, provides for a classified board of
directors, and imposes various procedural requirements which could make it
difficult for such stockholders to affect certain corporate actions. These
provisions and the Board's ability to issue Preferred Stock may have the effect
of deterring hostile takeovers or offers from third parties to acquire the
Company, preventing stockholders from receiving a premium for their shares of
the Company's Common Stock, or delaying or preventing changes in control or
management of the Company. The Company is also afforded the protection of
Section 203 of the Delaware General Corporation Law, which could delay or
prevent a change in control of the Company, impede a merger, consolidation or
other business combination involving the Company or discourage a potential
acquiror from making a tender offer or otherwise attempting to obtain control of
the Company. Any of these provisions which may have the effect of delaying or
preventing a change in control of the Company could have a material adverse
effect on the market value of the Company's Common Stock.
Dividends Unlikely
The Company intends to retain its earnings to finance the growth of its
business and therefore does not intend to pay dividends on its Common Stock in
the foreseeable future.
Potential Volatility of Stock Price
Factors such as announcements of technological innovations or new products
by the Company, its competitors or third parties, quarterly variations in the
Company's actual or anticipated results of operations, failure of revenues or
earnings in any quarter to meet the investment community's expectations, and
market conditions for emerging growth stocks
8
or cable industry stocks in general may cause the market price of our securities could decline, and you may lose all or part of your investment. Some statements in this prospectus and any prospectus supplement, and in the Company'sdocuments incorporated by reference into this prospectus or any prospectus supplement, including statements relating to the risk factors, constitute forward-looking statements. See the “Cautionary Note Regarding Forward-Looking Statements” section in this prospectus and any prospectus supplement.
All shares of our Common Stock to fluctuate significantly. The stock price may also be affectedoffered by broader market trends unrelated tothis prospectus are being registered for the Company's performance. These fluctuations
may adversely affect the market priceaccounts of the Company's Common Stock.
Risk of Labor Negotiations
All of the Company's direct labor employees are members of the
International Brotherhood of Electrical Workers Union, Local 2066, under a
collective bargaining agreement which expires in February, 1999. Delays or
difficulties in negotiatingselling stockholders, and executing a new agreement, which may result in
work stoppages, could have a material adverse effect on the Company's results of
operations and financial condition.
Shares Eligible for Future Sale; Possible Adverse Effect on Market Price
Sales of a substantial number of shares of Common Stock in the public
market after this offering could adversely affect the market price of the Common
Stock and could impair the Company's future ability to raise capital through an
offering of its equity securities. Each of the Company's principal stockholders
holds a significant portion of the Company's outstanding Common Stock, and a
decision by one or more of these stockholders to sell a significant portion of
his shares could adversely affect the market price of the Common Stock.
Following the offering, an additional 317,889 shares will be immediately
available for resale in the public market without restriction, unless such
shares are held by "affiliates" of the Company, as that term is defined in
Rule 144 under the Securities Act.
USE OF PROCEEDS
The net proceeds from the sale of the Shares will be received by the
Selling Security Holders. The Company will not receive any of the proceeds from
the sale of the Shares by the Selling Security Holders. The Company will receive
up to approximately $2,137,500 from the issuance and sale of the Shares
underlying the Warrant upon its exercise. The Company intends to use any such
proceeds for working capital and general corporate purposes.
SELLING SECURITY HOLDERS
The table below sets forth information as of May 15, 1998 with respect to
each of the Selling Security Holders, their respective names, holdings of shares
of the Company's Common Stock before the offering of the Shares, the number of
Shares being offered for each of their respective accounts, and the number of
shares of Common Stock to be owned by each of the Selling Security Holders
immediately following the sale of the Shares, assuming all of the offered Shares
are sold.
Private Placement of Shares of Common Stock and Warrants
On December 14, 2020 we entered into the Securities Purchase Agreement with the Purchasers, pursuant to which we issued and sold to the Purchasers an aggregate of 1,428,571 shares of Common Stock (the “Shares”) and warrants (the “Warrants”) to purchase an aggregate of up to 714,286 shares of Common Stock (the “Warrant Shares”), for aggregate gross proceeds to us of $1 million, before deducting placement agent fees and offering expenses payable by us. The transaction closed on December 15, 2020.
The Warrants have an exercise price of $1.25 per share and are exercisable, in whole or in part, for a period of three years beginning on December 15, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of each Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Stock. Under certain circumstances, the Warrants my be exercised by means of a cashless exercise according to a formula provided in the Warrants.
The Securities Purchase Agreement also includes terms that give the Purchasers certain price protections, providing for adjustments of the number of shares of Common Stock held by them in the event of certain future dilutive securities issuances by us for a period not to exceed 18 months following the closing of the private placement, or such earlier date on which all of the Warrants have been exercised. In addition, the Securities Purchase Agreement provides the Purchasers with a right to participate in certain of our future financings, up to 30% of the amount of such financings, for a period of 24 months following the closing of the private placement.
In certain circumstances, upon the occurrence of a fundamental transaction, a holder of Warrants is entitled to receive, upon any subsequent exercise of the Warrant, for each Warrant Share that would have been issuable upon such exercise of the Warrant immediately prior to the fundamental transaction, at the option of the holder, the number of shares of common stock of the successor or acquiring corporation or of us, depending on which entity is the surviving corporation in the transaction, and any additional consideration receivable as a result of the fundamental transaction by a holder of the number of shares of our Common Stock for which the Warrant is exercisable immediately prior to the fundamental transaction. If holders of our Common Stock are given any choice as to the securities, cash or property to be received in a fundamental transaction, then the holder of the Warrant shall be given the choice as to the additional consideration it receives upon any exercise of the Warrant following the fundamental transaction.
The Securities Purchase Agreement further obligates us to call a special meeting of our stockholders to seek stockholder approval of the issuance of shares of our Common Stock issuable in connection with the private placement (including shares issuable with respect to the Placement Agent Warrants described below) in excess of 19.99% of our outstanding shares of Common Stock, as calculated as of December 15, 2020, in accordance with the requirements of Section 713(a) of the NYSE American Company Guide. Until stockholder approval has been obtained, we are prohibited from issuing more than two million shares of our Common Stock, in the aggregate, pursuant to the Securities Purchase Agreement (including certain anti-dilution provisions thereof), the Warrants and the Placement Agent Warrants.
The Securities Purchase Agreement also requires that we register the resale of the Shares and the Warrant Shares under the Securities Act and, in connection therewith, we entered into the Registration Rights Agreement with the Purchasers. The Registration Rights Agreement obligates us, at our expense, to file a registration statement with the SEC on Form S-3 to register the resale of the Shares and the Warrant Shares by the Purchasers no more than 30 days following December 14, 2020. We are required to use our best efforts to cause the registration statement to be declared effective by the SEC as promptly as possible after its filing, but in any event no later than the 90th calendar day following the date of the Registration Rights Agreement (or, in the event of a “full review” by the SEC, the 120th calendar day following the date of the Registration Rights Agreement). In addition, we are obligated to use our efforts to keep the registration statement continuously effective until the date that all registrable securities covered by the registration statement (i) have been sold thereunder or pursuant to Rule 144 under the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be in compliance with the current public information requirement of Rule 144.
Pursuant to the Registration Rights Agreement, we are registering the Shares and the Warrant Shares in order to permit the selling stockholders to offer such shares for resale from time to time pursuant to this prospectus. The selling stockholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act, or pursuant to another effective registration statement covering those shares.
In connection with the private placement, we also agreed to issue to the placement agents and certain persons affiliated with the placement agents (i) fully-vested warrants (the “Placement Agent Vested Warrants”) to purchase an aggregate of up to 100,000 shares of our Common Stock and (ii) contingent warrants (the “Placement Agent Contingent Warrants,” and together with the Placement Agent Vested Warrants, the “Placement Agent Warrants”) to purchase an aggregate of up to an additional 50,001 shares of our Common Stock. The Placement Agent Vested Warrants have an exercise price of $0.70 per share, a term of five years from December 14, 2020, and become exercisable beginning on the earlier of (a) the receipt of the stockholder approval described above and (ii) the exercise or expiration of all of the Warrants. The Placement Agent Contingent Warrants have an exercise price of $1.25 per share, a term of five years from December 14, 2020, and become exercisable if, and to the extent, holders of the Warrants exercise such Warrants, and are only exercisable, in any event, if the stockholder approval described above is obtained. The exercise price and the number of shares of Common Stock issuable upon exercise of each Placement Agent Vested Warrant and each Placement Agent Contingent Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. The shares issuable upon exercise of the Placement Agent Vested Warrants and the Placement Agent Contingent Warrants are not being registered for resale pursuant to this registration statement.
Information About Selling Stockholder Offering
The shares of Common Stock being offered hereby.
by the selling stockholders are those previously issued by us to the selling stockholders, and those issuable by us to the selling stockholders upon exercise of the Warrants. For additional information regarding the issuances of the Shares and the Warrants, see “—Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock and the Warrants, the selling stockholders have not had any material relationship with us within the past three years except for their ownership of the shares of Common Stock and the Warrants.
The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of Common Stock and Warrants, as of January 7, 2021, assuming exercise of the Warrants held by the selling stockholders on that date, without regard to any limitations on exercises.
The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.
In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the selling stockholders in the private placement described in “—Private Placement of Shares of Common Stock and Warrants” above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.
Under the terms of the Warrants, a selling stockholder may not exercise the Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
| Name of Selling Stockholder | Number of shares of Common Stock Owned Prior to Offering | Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus | Number of shares of Common Stock Owned After Offering | |||
| Cavalry Fund LP(1) | 1,875,000(2) | 1,875,000(2) | 0 | |||
| Porter Partners, L.P.(3) | 267,857(4) | 267,857(4) | 0 |
| (1) | Thomas Walsh has sole voting and dispositive power over the securities held for the account of this selling stockholder. The selling stockholder’s address is 82 E. Allendale Road, Saddle River, New Jersey 07677. |
| (2) | Represents (i) 1,250,000 shares of Common Stock and (ii) 625,000 shares of Common Stock issuable upon the exercise of the Warrants. |
| (3) | Jeffrey H. Porter has sole voting and dispositive power over the securities held for the account of this selling stockholder. The selling stockholder’s address is 165 North Redwood Drive, Suite 204, San Rafael, CA 94903. |
| (4) | Represents (i) 178,571 shares of Common Stock and (ii) 89,286 shares of Common Stock issuable upon the exercise of the Warrants. |
The following description summarizes the material terms of the Common Stock that may be offered and sold by the selling stockholders under this prospectus. The following description provides a summary of the terms of our Common Stock, but does not purport to be complete and is subject to and qualified by reference to our certificate of incorporation and bylaws, as amended to date, which have been filed with or incorporated by reference in the registration statement of which this prospectus is a part.
The description below does not contain all of the information that you might find useful or that might be important to you. You should refer to the provisions of our certificate of incorporation and bylaws because they, and not the summaries, define the rights of holders of shares of our Common Stock. These documents are available as described under the heading “Where You Can Find More Information.”
General
Our certificate of incorporation authorizes the issuance of up to 25,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. The rights and preferences of the preferred stock may be established from time to time by our board of directors. As of January 12, 2021, there were 11,557,663 shares of Common Stock issued and outstanding and no shares of preferred stock issued and outstanding.
Voting Rights
Except as otherwise required by law and except as provided by the terms of any other class or series of stock, holders of Common Stock have the exclusive power to vote on all matters presented to our stockholders, including the election of directors. Each holder of Common Stock is entitled to one vote per share, and each holder does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election if they so choose. All matters are decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and voting at any meeting of the stockholders during which a quorum is present, except as otherwise provided in our certificate of incorporation, our bylaws or by applicable law.
Because our certificate of incorporation permits our board of directors to set the voting rights of preferred stock, it is possible that holders of one or more series of preferred stock issued in the future could have voting rights that might limit the effect of the voting rights of holders of Common Stock.
Dividend Rights; Liquidation Rights
Subject to preferences that may be applicable to any then outstanding preferred stock, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. In addition, we may be party to one or more agreements, such as loan agreements and credit facilities, that will contractually limit our ability to pay dividends.
Because our articles of incorporation permit our board of directors to set the dividend rights of preferred shares, it is possible that holders of one or more series of preferred shares issued in the future could have dividend rights that differ from those of the holders of our Common Stock. If the holders of a class or series of preferred stock is given dividend rights, the right of holders of preferred shares to receive dividends could have priority over the right of holders of our Common Stock to receive dividends.
We have followed and presently intend to continue following a policy of retaining earnings. We have not historically declared or paid dividends on our Common Stock, and we do not expect to do so in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including our earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to our Common Stock, and other factors deemed relevant by our board of directors.
In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Redemption, Preemptive Rights and Repurchase Provisions
Holders of Common Stock have no preemptive or conversion rights or other subscription rights, and there are no redemption, repurchase or sinking fund provisions applicable to the Common Stock. Discretionary repurchases of our Common Stock may be subject to contractual prohibitions or limitations, including prohibitions or limitations included in loan agreements and credit facilities.
Potential Effects of Issuance of Preferred Stock
Under the terms of our certificate of incorporation, the board of directors is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue shares of preferred stock in one or more series. Each such series of preferred stock will have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the board of directors.
The purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with a variety of corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock.
The effects of issuing preferred stock could include one or more of the following:
| ● | decreasing the amount of earnings and assets available for distribution to holders of Common Stock; | |
| ● | restricting dividends on the Common Stock; | |
| ● | diluting the voting power of the Common Stock; or | |
| ● | delaying, deferring or preventing changes in our control or management. |
Effect of Certain Provisions of our Certificate of Incorporation and Bylaws and the Delaware Anti-Takeover Statute
Some provisions of Delaware law and our certificate of incorporation and bylaws could make the following transactions more difficult:
| ● | acquisition of us by means of a non-negotiated tender offer or similar transaction; | |
| ● | a change of control by means of a proxy contest or otherwise; or | |
| ● | removal of our incumbent directors. |
It is possible that these provisions could make it more difficult to accomplish or could deter transactions that shareholders may otherwise consider to be in their best interest or in our best interest, including transactions which provide for payment of a premium over the market price for our shares.
These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Provisions of Our Governing Documents. Our articles of incorporation and bylaws include provisions that may have the effects summarized above. These provisions:
| ● | empower our board of directors, without stockholder approval, to issue preferred stock, the terms of which, including voting power, are set by our board of directors; | |
| ● | divide our board of directors into three classes serving staggered three-year terms; | |
| ● | restrict the ability of stockholders to remove directors; | |
| ● | prohibit action by the stockholders without a stockholder meeting; | |
| ● | eliminate cumulative voting in elections of directors; | |
| ● | require that shares representing at least two-thirds of the total voting power approve any amendment to or repeal of our bylaws; | |
| ● | require advance notice of nominations for the election of directors and the presentation of stockholder proposals at meetings of stockholders; and | |
| ● | allow the board of directors to increase or decrease the number of directors. |
Provisions of Applicable Law – Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law (“DGCL”). This law prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an “interested stockholder” unless:
| ● | prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; | |
| ● | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or | |
| ● | on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
Section 203 defines “business combination” to include:
| ● | any merger or consolidation involving the corporation and the interested stockholder; | |
| ● | any sale, transfer, pledge or other disposition of 10% or more of our assets involving the interested stockholder; | |
| ● | in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder; or | |
| ● | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
In general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Limitation of Liability and Indemnification
Section 145 of the DGCL allows us to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Section 145 further allows us to indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in our favor, by reason of the fact that the person is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests and except that no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper.
Section 102(b)(7) of the DGCL permits us to include in our certificate of incorporation a provision eliminating or limiting the personal liability of a director to us or our stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.
Our certificate of incorporation provides that our directors shall not be liable to Blonder Tongue or our stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is determined. In addition, our certificate of incorporation and our bylaws each include provisions requiring us to indemnify directors and officers to the fullest extent permitted by the DGCL. Our certificate of incorporation and bylaws provide that any person made a party or threatened to be made a party to a threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of ours, is or was serving at our request as a director or officer of another corporation or enterprise, including service with respect to an employee benefit plan, shall be indemnified by us against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent authorized from time to time by the DGCL. The rights of indemnification are not exclusive of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who ceases to be a director, officer, employee or agent.
We have obtained director and officer liability insurance under which, subject to the limitations of such policies, coverage will be provided (a) to directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters and (b) to us with respect to payments which we may make to our directors and officers pursuant to the indemnification provisions summarized above or otherwise as a matter of law.
We also have entered into indemnification agreements with our directors and officers. The indemnification agreements provide directors and officers with further indemnification to the maximum extent permitted by the DGCL.
We believe that the foregoing policies and provisions of our governing documents are necessary to attract and retain qualified officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted with respect to our directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Listing
Our Common Stock is listed on the NYSE American under the symbol “BDR.”
Transfer Agent
American Stock Transfer & Trust Company, LLC serves as the transfer agent and registrar for our Common Stock.
Each selling stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the NYSE American or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | settlement of short sales; | |
| ● | in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; | |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | a combination of any such methods of sale; or | |
| ● | any other method permitted pursuant to applicable law. |
The Selling Security HoldersStockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such underwriters, brokers, dealersbroker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders and any broker-dealers or agents upon effecting a sale of Shares,that are involved in selling the securities may be considered "underwriters" as
that term is defined bydeemed to be “underwriters” within the meaning of the Securities Act. Sales effected throughAct in connection with such sales. In such event, any commissions received by such broker-dealers or agents brokers or dealers will ordinarily involve paymentand any profit on the resale of customary brokerage
commissions although some brokers or dealers may purchase such shares as agents
for others or as principals for their own account. The Selling Security Holders
will pay any sales commissions or other sellers' compensation applicable to such
transactions. A portion of any proceeds of sales and discounts, commissions or
other sellers' compensationthe securities purchased by them may be deemed to be underwriting compensation for
purposes ofcommissions or discounts under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We are required to pay certain fees and expenses we incur incident to the registration of the securities. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We have agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares of Common Stock offered herebyresale securities may not simultaneously engage in market making activities forwith respect to the Common Stock for athe applicable restricted period, of two business daysas defined in Regulation M, prior to the commencement of suchthe distribution. In addition, eachthe Selling Security Holder and any other person who participates in
a distribution of the SharesStockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Rules l0b-2,
l0b-6 and l0b-7,Regulation M, which provisions may limit the timing of purchases and affect
the marketabilitysales of the Shares of Common Stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and the ability of any person to
engage in market making activities for the Shares of Common Stock.
The Company has agreed that it will bear all costs, expenses and
fees in connection with the registration or qualificationhave informed them of the Shares under
federal and state securities laws. The Company andneed to deliver a copy of this prospectus to each Selling Security Holder
have agreedpurchaser at or prior to indemnify each other and certain other persons against certain
liabilities in connection with the offeringtime of the Shares, including liabilities
arisingsale (including by compliance with Rule 172 under the Securities Act.
AtAct).
The validity of the time a particular offeringsecurities in respect of Shareswhich this prospectus is made, to the extent
required, a Prospectus Supplementbeing delivered will be distributed which will set forth the
number of Shares being offered and the terms of the offering, including the
purchase price or public offering price, the name or names of any underwriters,
dealers or agents, the purchase price paidpassed upon for us by any underwriter for Shares
purchased from the Selling Security Holders, any discounts, commissions and
other items constituting compensation from the Selling Security Holders and any
discounts, commissions or concessions allowed or reallowed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers.
The Company has agreed that it will bear all costs, expenses and fees in
connection with the registration or qualification of the Shares under federal
and state securities laws. The Company and each Selling Security Holder have
agreed to indemnify each other and certain other persons against certain
liabilities in connection with the offering of the Shares, including liabilities
arising under the Securities Act.
LEGAL MATTERS Stradley Ronon Stevens & Young, LLP, ("SRSY"), legal counsel to the
Company, has offered its opinion upon the legality of the Common Stock. Certain
attorneys at SRSY own shares of the Company's Common Stock with an aggregate
value in excess of $50,000. Gary P. Scharmett, Esquire, a partner of the firm,
is also a director of the Company and holds an option to purchase 10,000 shares
of Common Stock at a purchase price of $10.25 per share, which option may be
exercised for a 10-year period ending on July 16, 2006.
Philadelphia, Pennsylvania.
The consolidated financial statements of Blonder Tongue Laboratories, Inc. as of and schedulefor the years ended December 31, 2019 and 2018 included in our Annual Report on Form 10-K for the year ended December 31, 2019, incorporated by reference in this Prospectusprospectus, have been audited by BDO Seidman,Marcum LLP, an independent certifiedregistered public accountants, toaccounting firm, and are included in reliance upon such report given on the extentauthority of such firm as an expert in accounting and for the periodsauditing and include, as set forth in their reports
incorporated hereinreport thereon, (i) an explanatory paragraph describing conditions that raise substantial doubt about the company’s ability to continue as a going concern and (ii) an explanatory paragraph describing a change in accounting principle related to the adoption of the guidance in ASC Topic 842, Leases, as amended, effective January 1, 2019, using the modified retrospective approach.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and any prospectus supplement. These documents may include periodic reports, such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Definitive Proxy Statements. Any documents that we subsequently file with the SEC will automatically update and replace the information we previously filed with the SEC. Therefore, in the case of a conflict or inconsistency between information set forth in this prospectus or any prospectus supplement and information incorporated by reference into this prospectus or any prospectus supplement, you should rely on the information contained in the document that was filed later.
This prospectus incorporates by reference the documents listed below that we previously have filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
| ● | Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 13, 2020; |
| ● | Our Amended Annual Report on Form 10-K/A for the year ended December 31, 2019, filed with the SEC on May 12, 2020; |
| ● | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 15, 2020; | |
| ● | Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 13, 2020; | |
| ● | Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 12, 2020; | |
| ● | Our Current Reports on Form 8-K filed with the SEC on January 6, 2020, January 27, 2020, March 26, 2020, April 9, 2020, April 13, 2020, April 27, 2020, May 19, 2020, May 26, 2020, June 16, 2020, August 11, 2020, September 2, 2020, September 4, 2020, October 2, 2020, October 14, 2020, December 10, 2020, December 16, 2020, December 29, 2020, December 30, 2020 and January 11, 2021; | |
| ● | The description of our Common Stock contained in our Registration Statement on Form S-1 originally filed with the SEC on October 12, 1995, including any amendments or reports filed for the purpose of updating such description |
We are also incorporating by reference all other documents that we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) on or after the date of filing of the registration statement containing this prospectus and prior to the effectiveness of the registration statement and (ii) on or after the date of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or this registration statement has been withdrawn (other than, in each case, information deemed to have been furnished and not filed in accordance with SEC rules).
Any statement contained in this prospectus, any prospectus supplement or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for purposes of this prospectus and any prospectus supplement to the extent that a statement contained in reliance uponany subsequently filed document which is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any prospectus supplement.
You may obtain a copy of any or all of the documents incorporated by reference in this prospectus and any prospectus supplement from the SEC on its web site at www.sec.gov. You also may obtain these documents from us without charge (other than an exhibit to a document unless that exhibit is specifically incorporated by reference into that document) by requesting them from Eric Skolnik, Senior Vice President and Chief Financial Officer, Blonder Tongue Laboratories, Inc, One Jake Brown Road, Old Bridge, New Jersey 08857; telephone (732) 679-4000 or by visiting our website at www.blondertongue.com. Except for our SEC filings incorporated by reference into this prospectus and any prospectus supplement that are available through our website, or as otherwise expressly stated herein, the information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any prospectus supplement or any other report or document we file with or furnish to the SEC.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, given uponproxy statements and other information with the authoritySEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of said firmthe SEC’s website is www.sec.gov. In addition, we maintain a website that contains information about us, including documents we have filed with the SEC, at www.blondertongue.com. Except for our SEC filings incorporated by reference into this prospectus and any prospectus supplement that are available through our website, or as expertsotherwise expressly stated herein, the information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any prospectus supplement or any other report or document we file with or furnish to the SEC.
We have filed with the SEC a registration statement that registers the offer and sale of the securities offered by this prospectus. This prospectus is part of the registration statement, but the registration statement, including the accompanying exhibits included or incorporated by reference therein, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit certain information included in accountingthe registration statement from this prospectus. The registration statement may contain additional information that may be important to you. You may obtain a copy of the registration statement and auditing.
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Blonder Tongue Laboratories, Inc.
2,142,857 Shares
Common Stock
PROSPECTUS
, 2021
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
| Item 14. | Other Expenses of Issuance and Distribution. |
The following is a list oftable sets forth the estimated costs and expenses the Registrant expects to pay in connection with the issuance and distribution of the Sharessecurities being registered, hereby.
No portionall of such expenseswhich will be bornepaid by the Selling Security Holders.Customers Bancorp, Inc. All amounts are estimatedestimates except with respect to the Securities and Exchange Commission Registration
Fee.
SEC Filing and Registration Fees ........................ $ 956
Legal Fees and Expenses ................................. $30,000
Costregistration fee.
| Amount | ||||
| SEC registration fee | $ | 307.82 | ||
| Accounting fees and expenses | 7,500.00 | |||
| Legal fees and expenses | 25,000.00 | |||
| Transfer agent fees and expenses | 1,500.00 | |||
| Printing fees and expenses | 450.00 | |||
| Miscellaneous | 5,000.00 | |||
| Total | $ | 39,757.82 | ||
| Item 15. | Indemnification of Directors and Officers. |
Section 145 of Printing ........................................ $ 1,000
Accounting Fees and Expenses ............................ $ 5,000
Blue Sky Filing Fees .................................... $ 1,000
Miscellaneous Expenses .................................. $ 2,044
-------
TOTAL ................................................... $40,000
=======
Item 15. Indemnification of Directors and Officers
The Company's Certificate of Incorporationthe Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the fullest
extent permitted by Delaware Law a Directorbest interests of the Companycorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall notbe made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Companycorporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director. Under current Delaware Law,director, provided that such provision shall not eliminate or limit the liability of a director may not
be limited (i) for any breach of the director'sdirector’s duty of loyalty to the Companycorporation or its stockholders, (ii) for acts or omissions not in good faith or thatwhich involve intentional misconduct or a knowing violation of law, (iii) in respectunder Section 174 of certainthe DGCL (relating to unlawful dividend paymentspayment of dividends and unlawful stock purchase and redemption) or stock redemptions or repurchases and (iv) for any transaction from which the director derivesderived an improper personal benefit.
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The effect of the provision of the Company'sregistrant’s Restated Certificate of Incorporation isprovides that the registrant’s directors shall not be liable to eliminate the rights ofregistrant or the Company and itsregistrant’s stockholders (through stockholders' derivative suits on behalf of the Company) to recoverfor monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resultingexcept to the extent that exculpation from negligent or grossly negligent
behavior) exceptliabilities is not permitted under the DGCL as in effect at the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminatetime such liability is determined. The registrant’s Restated Certificate of Incorporation and Amended and Restated Bylaws each also include provisions requiring the rights of the Company or any
stockholderregistrant to seek nonmonetary relief such as a injunction or rescission in the
event of a breach of a director's duty of care. In addition, the Company's
Bylaws provide that the Company shall indemnify its directors officers
employees and agentsofficers to the fullest extent permitted by Delaware Law.
In addition, the Company has entered into agreements (the "Indemnification
Agreements") with eachDGCL. The Restated Certificate of Incorporation and Amended and Restated Bylaws provide that any person made a party or threatened to be made a party to a threatened, pending or completed action, suit or proceeding by reason of the directors and certain officers of the Company
pursuant to which the Company agrees to indemnifyfact that such person is or was a director or officer from
claims, liabilities, damages,of the registrant, is or was serving at the request of the registrant as a director or officer of another corporation or enterprise, including service with respect to an employee benefit plan, shall be indemnified by the registrant against expenses losses, costs, penalties or(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such directoraction, suit or officerproceeding to the fullest extent authorized from time to time by the DGCL. The rights of indemnification are not exclusive of any other rights to which those seeking indemnification may be entitled and arising out of his
capacityshall continue as to a person who ceases to be a director, officer, employee and/or agentagent.
The registrant has obtained director and officer liability insurance under which, subject to the limitations of the corporationsuch policies, coverage will be provided (a) to directors and officers against loss arising from claims made by reason of which he isbreach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters and (b) to the registrant with respect to payments which may be made by the registrant to these directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.
The registrant has also entered into indemnification agreements with the registrant’s directors and officers. The indemnification agreements provide directors and officers with further indemnification to the maximum extent provided by applicable
law. In addition, such director or officer shall be entitled to an advance of
expenses to the maximum extent authorized or permitted by law to meet the obligations indemnified against.
To the extent that the BoardDGCL.
| Item 16. | Exhibits. |
The following exhibits are filed as part of Directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company to
indemnify directors, such repeal or limitation may not be effective as to
directors and officers who are currently parties to the Indenmification
Agreements, because their rights to full protection are contractually assured by
the Indemnification Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future directors of the Company.
Item 16. Exhibits
this Registration Statement:
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| Item 17. | Undertakings. |
(a) The undersigned registrant hereby undertakes:
(1) toTo file, during any period in which it offers or sells securities,sales are being made, a post-effective amendment to this registration statement to:
statement:
(i) To include any prospectus required by sectionSection 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided,
provided, however, that the undertakings contained in paragraphs (a)(1)(i), (a)(1)(ii) and (ii)(a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference from periodic reportsin this registration statement, or is contained in a form of prospectus filed bypursuant to Rule 424(b) that is part of the registrant under the Exchange Act;
registration statement.
(2) that,That, for the purpose of determining any liability under the Securities Act, anyeach such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act and (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURE
(d) The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, (1) the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective and (2) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements offor filing on Form S-3 and has duly caused this Registration
Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the CityTownship of Old Bridge, State of New Jersey, on this 18th day of
May, 1998.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ James A. Luksch
-------------------------------------
James A. Luksch
President and January 13, 2021.
| BLONDER TONGUE LABORATORIES, INC. | ||
| By: | /s/ Edward R. Grauch | |
| Chief Executive Officer and President | ||
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear below constitute and appoint Edward R. Grauch and Eric Skolnik, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all amendments thereto, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints James A.
Luksch and Robert J. Palle, Jr., jointly and severally, his attorneys-in-fact,
each with the power of substitution, for him in any and all capacities to sign
any amendments to this Registration Statement on Form S-3, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
| Signature | Title | Date | ||
/s/ Edward R. Grauch | Chief Executive Officer | January 13, 2021 | ||
| Edward R. Grauch | (Principal Executive Officer) | |||
/s/ Eric Skolnik | Senior Vice President | January 13, 2021 | ||
| Eric Skolnik | (Principal Financial | |||
/s/ Anthony Bruno | Director | January 13, 2021 | ||
Anthony Bruno | ||||
| /s/ James F. Williams | Director | January 13, 2021 | ||
James F. Williams | ||||
| /s/ Charles E. Dietz | Director | January 13, 2021 | ||
Charles E. Dietz | ||||
| /s/ Robert J. | Director | January 13, 2021 | ||
Robert J. | ||||
| /s/ Gary P. Scharmett | Director | January 13, 2021 | ||
| Gary P. Scharmett |
| /s/ Steven L. Shea | Director | January 13, 2021 | ||
| Steven L. Shea | ||||
| /s/ James H. Williams | Director | January 13, 2021 | ||
James H. Williams | ||||
| /s/ Stephen K. Necessary | Director | January 13, 2021 | ||
Stephen K. Necessary | ||||
| /s/ John Burke | Director | January 13, 2021 | ||
| John Burke | ||||
| /s/ Michael Hawkey | Director | January 13, 2021 | ||
| Michael Hawkey | ||||
| /s/ Rick Briggs | Director | January 13, 2021 | ||
| Rick Briggs |
17