SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material under Rule 14a-12
BLONDER TONGUE LABORATORIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, New Jersey 08857
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 4, 2001
----------------------
To Our Stockholders:
The 2001 Annual Meeting of Stockholders of Blonder Tongue Laboratories,
Inc. (the "Company") will be held at the Hyatt Regency New Brunswick, 2 Albany
Street, New Brunswick, New Jersey 08901, on May 4, 2001, beginning at 10:00
a.m., local time, for the following purposes:
1. To elect two Directors constituting Class III of the Board of
Directors to serve until the 2004 Annual Meeting of Stockholders or
until their successors have been elected and qualified;
2. To ratify the appointment of BDO Seidman, LLP, certified public
accountants, as the Company's independent auditors for the year ending
December 31, 2001; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof. In their discretion, the Proxies
are authorized to vote upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
A Proxy, if properly executed and received in time for the voting, will
be voted in the manner directed therein. If no direction is made, such Proxy
will be voted FOR all proposals therein.
The Board of Directors has fixed the close of business on March 21,
2001, as the record date for determining stockholders entitled to notice of the
meeting and to vote at such meeting or any adjournments thereof, and only
stockholders of record at the close of business on March 21, 2001, are entitled
to notice of and to vote at such meeting or any adjournments thereof.
Your attention is directed to the attached Proxy Statement for further
information regarding each proposal to be made.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, you are urged to complete, date and sign the enclosed proxy and
return it promptly. If you receive more than one form of proxy, it is an
indication that your shares are registered in more than one account, and each
such proxy must be completed and returned if you wish to vote all of your shares
eligible to be voted at the meeting.
By Order of the Board of Directors
Robert J. Palle, Jr.,
Executive Vice President, Chief Operating
Officer, Secretary and Treasurer
April 3, 2001
----------------------
PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND DESIRE TO
VOTE IN PERSON AT THE MEETING, YOUR PROXY WILL BE RETURNED TO YOU UPON WRITTEN
NOTICE TO THE SECRETARY OF THE COMPANY REVOKING YOUR PROXY.
BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, New Jersey 08857
PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 4, 2001
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Blonder Tongue Laboratories,
Inc., a Delaware corporation (the "Company"), to be voted at the 2001 Annual
Meeting of Stockholders of the Company (the "Annual Meeting") to be held at the
Hyatt Regency New Brunswick, 2 Albany Street, New Brunswick, New Jersey 08901 on
May 4, 2001, at 10:00 a.m., local time, and at any adjournment or adjournments
thereof.
All proxies delivered pursuant to this solicitation are revocable at
any time before they are exercised by written notice to the Secretary of the
Company, or by delivering a later dated proxy. Attendance at the Annual Meeting
will not, without delivery of the written notice described in the immediately
preceding sentence, constitute revocation of a proxy. The mailing address of the
principal executive offices of the Company is One Jake Brown Road, Old Bridge,
New Jersey 08857. The Company's telephone number is (732) 679-4000. This Proxy
Statement and the enclosed form of proxy will be mailed to each stockholder on
or about April 3, 2001, together with the Annual Report on Form 10-K for the
year ended December 31, 2000.
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. Regarding the election of Directors to serve until the 2004
Annual Meeting of Stockholders, in voting by proxy, stockholders may vote in
favor of all nominees or withhold their votes as to all nominees or withhold
their votes as to specific nominees. With respect to the other proposals to be
voted upon, stockholders may vote in favor of a proposal, against a proposal or
may abstain from voting. Stockholders should specify their choices on the
enclosed form of proxy. If no specific instructions are given with respect to
the matters to be acted upon, the shares represented by a signed proxy will be
voted FOR the election of all nominees, and FOR the proposal to ratify the
appointment of BDO Seidman, LLP as independent auditors for the fiscal year
ending December 31, 2001. Directors will be elected by a plurality of the votes
cast by the holders of the shares of Common Stock voting in person or by proxy
at the Annual Meeting. Thus, abstentions will have no effect on the vote for
election of Directors. Approval of any other matters to come before the Annual
Meeting will require the affirmative vote of the holders of a majority of the
shares of Common Stock of the Company present in person or by proxy at the
Annual Meeting. Broker non-votes, which occur when a broker or other nominee
holding shares for a beneficial owner does not vote on a proposal because the
beneficial owner has not checked one of the boxes on the proxy card, are not
considered to be shares "entitled to vote" (other than for quorum purposes),
will not be included in vote totals and will have no effect on the outcome of
any matters to be voted upon at the Annual Meeting.
Management is not aware at the date hereof of any matter to be
presented at the Annual Meeting other than the election of Directors and the
other proposals described in the attached Notice of Annual Meeting of
Stockholders. If any other matter is properly presented, the persons named in
the proxy will vote thereon according to their best judgement.
The expense of soliciting proxies for the Annual Meeting, including the
cost of preparing, assembling and mailing the notice, proxy and Proxy Statement,
will be paid by the Company. The solicitation will be made by use of the mails,
through brokers and banking institutions, and by officers and regular employees
of the Company. Proxies may be solicited by personal interview, mail, telephone
or facsimile transmission.
Only owners of record of the common stock, $.001 par value per share,
of the Company ("Common Stock") at the close of business on March 21, 2001 (the
"Record Date"), are entitled to notice of and to vote at the Annual Meeting or
any adjournments or postponements thereof. Each owner of record on the Record
Date is entitled to one vote for each share of Common Stock of the Company so
held. There is no cumulative voting. On the Record Date, there were 7,612,664
shares of Common Stock issued, outstanding and entitled to vote.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's Certificate of Incorporation, as amended, provides that
the Board shall consist of between five and eleven members, as determined from
time to time by the Board, divided into three classes as nearly equal in number
as possible. The size of the Board has currently been set at eight. The term of
the current Class I Directors expires at the 2002 Annual Meeting, the term of
the current Class II Directors expires at the 2003 Annual Meeting and the term
of the current Class III Directors expires at the 2001 Annual Meeting. The
successors to each class of Directors whose terms expire at an Annual Meeting
will be elected to hold office for a term expiring at the Annual Meeting of
Stockholders held in the third year following the year of their election.
The Directors whose terms will expire at the 2001 Annual Meeting of
Stockholders are Robert B. Mayer and James F. Williams, both of whom have been
nominated by the Board to stand for reelection as Directors at the 2001 Annual
Meeting of Stockholders, to hold office until the 2004 Annual Meeting of
Stockholders and until their successors are elected and qualified. Messrs. Mayer
and Williams have consented to serve for the new terms, if elected.
Recommendation of the Board of Directors Concerning the Election of Directors
The Board of Directors of the Company recommends a vote FOR Robert B.
Mayer and James F. Williams as Class III Directors to hold office until the 2004
Annual Meeting of Stockholders and until their successors are elected and
qualified. Proxies received by the Board of Directors will be so voted unless
stockholders specify in their proxy a contrary choice.
DIRECTORS AND EXECUTIVE OFFICERS
Nominee and Continuing Directors
The following table sets forth the names and certain information about
each of the nominees for election as a Director of the Company and the
continuing Directors of the Company:
Director
Name Age Since
---- --- --------
Age Since
Directors not standing for election this year whose terms expire in 2002 (Class I Directors):
John E. Dwight.............................................................................. 65 1995
Robert E. Heaton(1) (2) .................................................................... 71 1998
James A. Luksch............................................................................. 70 1988
Directors not standing for election this year whose terms expire in 2003 (Class II Directors):
Robert J. Palle, Jr......................................................................... 55 1993
Gary P. Scharmett........................................................................... 45 1997
James H. Williams........................................................................... 69 1988
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(1) Since May, 1998, a member of the Compensation Committee of the Board of
Directors.
(2) Since June, 2000, a member of the Audit Committee of the Board of Directors.
-2-
Nominees for a three-year term expiring in 2004 (Class III Directors):
Robert B. Mayer(1)(2)....................................................................... 69 1995
James F. Williams(1)(3)..................................................................... 43 1993
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(1) Since December, 1995, a member of the Audit Committee of the Board of
Directors.
(2) Since December, 1995, a member of the Compensation Committee of the Board of
Directors.
(3) Since September, 1997, a member of the Compensation Committee of the Board
of Directors.
Set forth below is a brief summary of the recent business experience
and background of each nominee, continuing Director and executive officer:
John E. Dwight became a Director of the Company on December 14, 1995,
immediately after the completion of the Company's initial public offering of
Common Stock. He was a Senior Vice President of the Company from September, 1997
through December, 2000. Mr. Dwight currently serves as Assistant to the
President of the Company. From 1992 until September, 1997, Mr. Dwight served as
President of Film Microelectronics, Inc., a designer and manufacturer of
microelectronic products.
Robert E. Heaton became a Director of the Company in March, 1998. He
also presently serves on the Boards of Directors of Calstrip Steel Corp. and
Precision Specialty Metals. From April, 1993 through April, 1995, Mr. Heaton
served as Vice Chairman of the Stainless Steel Group of Lukens, Inc. From April,
1981, through April, 1993, Mr. Heaton was President and Chief Executive Officer
of Washington Steel Corporation until it was acquired by Lukens, Inc. Mr. Heaton
is a past Chairman of the Specialty Steel Industry of North America.
James A. Luksch has been the President and Chief Executive Officer and
a Director of the Company since November, 1988. He became Chairman of the Board
in November, 1994.
Robert B. Mayer became a Director of the Company on December 14, 1995,
immediately after the completion of the Company's initial public offering of
Common Stock. From 1966 to 1991, he served in various executive positions,
including Director and Regional President of Norstar Bank, N.A. (formerly known
as Liberty National Bank & Trust Co.), a member of Fleet Financial Group. Mr.
Mayer has from time to time served as a part-time instructor at State University
of New York at Buffalo and is currently a Director and Vice Chairman of People,
Inc. and a member of the Loan Committee, Erie County Regional Industrial
Development Corporation.
Robert J. Palle, Jr. has been the Executive Vice President, Chief
Operating Officer and Secretary of the Company since April, 1989. He became a
Director of the Company in September, 1993 and Treasurer in March, 2001.
Gary P. Scharmett became a Director of the Company in December, 1997.
Since January, 1989, Mr. Scharmett has been a partner in the law firm of
Stradley, Ronon, Stevens & Young, LLP, the Company's outside counsel, and also
presently serves on the Board of Directors of that firm.
James F. Williams became a Director of the Company in September, 1993.
Since April, 1996, Mr. Williams has been the Chairman of the Board and Chief
Executive Officer of Integrated Waste Services, Inc. ("IWSI"). From June, 1990
through April, 1996, Mr. Williams served as Vice President of IWSI. U.S.
Dismantlement Corporation ("USDC"), for which Mr. Williams serves as a Director,
is an indirect, wholly-owned subsidiary of IWSI. In early 1997, USDC's Board
determined to cease operations and liquidate its business. Toward the end of
that process, an uncontested, involuntary bankruptcy petition was filed against
USDC on May 28, 1997. An order closing this proceeding was issued by the court
on December 31, 1997. Mr. Williams is the nephew of Mr. James H. Williams.
James H. Williams has been a Director of the Company since November,
1988, and served as Chairman of the Board from the Company's inception until
November, 1994. He presently serves as a consultant to the Company under a
written agreement. Mr. Williams served as Chairman of the Board and Chief
Executive Officer of Integrated Waste Services, Inc. from September, 1989 until
April, 1996.
-3-
Other Executive Officers
Daniel J. Altiere, 62, has been a Senior Vice President of the Company
since April, 1989. Since 1989, he has been responsible for human resources,
quality control, manufacturing, warranty service and industrial engineering.
Eric Skolnik, 36, has served as Interim Chief Financial Officer of the
Company since January, 2001. He was hired by the Company in May, 2000, as
Corporate Controller. From 1994 until May, 2000, Mr. Skolnik worked as a
certified public accountant with BDO Seidman, LLP, the Company's independent
auditors.
Norman A. Westcott, 60, became Senior Vice President - Operational
Services of the Company in October, 1999 and was a Vice President of the Company
from July, 1994 until October, 1999. He is responsible for material purchasing
and production.
Meetings of the Board of Directors; Committees
During the year ended December 31, 2000, there were seven meetings of
the Company's Board of Directors and each Director attended (either in person or
via teleconference) at least 75% of the meetings held. The Board of Directors
has two standing committees: the Compensation Committee and the Audit Committee.
Compensation Committee. The Compensation Committee is currently
comprised of Robert B. Mayer, Robert E. Heaton and James F. Williams, all of
whom are non-employee Directors. The Compensation Committee is responsible to
determine compensation for the Company's executive officers and to administer
the Company's stock option plans, except for the 1996 Director Option Plan. This
committee held seven meetings during 2000, and each committee member attended
(either in person or via teleconference) at least 75% of the meetings held.
Audit Committee. The Audit Committee is currently comprised of James F.
Williams, Robert B. Mayer and Robert E. Heaton, all of whom are non-employee
Directors. The Audit Committee is responsible to make recommendations concerning
the engagement of independent public accountants, review the plans and results
of the audit engagement with the independent public accountants, approve
professional services provided by the independent public accountants, review the
independence of the independent public accountants, consider the range of audit
and non-audit fees and review the adequacy of the Company's internal accounting
controls. This committee held five meetings during 2000, all of which were
attended (either in person or via teleconference) by each committee member.
The members of the Audit Committee are independent, as defined in the
American Stock Exchange listing standards. The Board of Directors has adopted a
written charter for the Audit Committee which the Audit Committee reviews and
reassesses for adequacy on an annual basis. A copy of the Audit Committee's
current charter is attached to this Proxy Statement as Exhibit A.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors has:
o reviewed and discussed the audited financial statements for the
fiscal year ended December 31, 2000 with the Company's management;
o discussed with the Company's independent auditors the matters
required to be discussed by Statement on Accounting Standards No.
61, as the same was in effect on the date of the Company's
financial statements;
o received the written disclosures and the letter from the Company's
independent auditors required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees),
as the same was in effect on the date of the Company's financial
statements; and
-4-
o discussed with the Company's independent auditors their
independence from the Company and its management.
Based on the review and discussions referred to in the items above, the
Audit Committee recommended to the Board of Directors that the audited financial
statements for the fiscal year ended December 31, 2000 be included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000.
The Audit Committee
James F. Williams, Chairman
Robert B. Mayer
Robert E. Heaton
Directors' Compensation
During calendar year 2000, each non-employee Director of the Company
(other than James H. Williams) received an annual retainer of $15,000, payable
quarterly, a fee of $1,000 for each Board meeting attended in person ($500 if
attendance was telephonic) and a fee of $600 for each committee meeting attended
in person ($300 if attendance was telephonic or if attending on the same date as
a Board meeting). Each Director was also reimbursed for certain travel, lodging
and related expenses incurred in connection with attendance at Board and
committee meetings. During calendar year 2000, Messrs. Luksch, Palle and Dwight
did not receive any separate compensation for serving on the Board of Directors
or any committees thereof.
Effective January 1, 2000, the Company enacted a new policy requiring
each of the Company's Directors to maintain an investment in the Company's
Common Stock during his or her entire tenure as a Director equal to at least
$25,000, calculated by taking the greater of (i) the amount paid for such stock
by the Director and (ii) the highest fair market value of such stock.
Non-employee directors of the Company are encouraged to purchase Company common
stock equal to or exceeding one year's annual retainer during any three-year
period until they meet this requirement.
In May, 1998, the stockholders of the Company approved the adoption of
the Company's Amended and Restated 1996 Director Option Plan (the "1996 Plan").
Under the 1996 Plan, Directors who are not currently employed by the Company or
any subsidiary of the Company and who have not been so employed within the past
six months are eligible to receive options from time to time to purchase a
number of shares of Common Stock as determined by the Board; provided, however,
that no Director may be granted options to purchase more than 5,000 shares of
Common Stock in any one calendar year. The exercise price for such shares is the
fair market value thereof on the date of grant, and the options vest as
determined in each case by the Board of Directors. Options granted under the
1996 Plan must be exercised within ten years from the date of grant. A maximum
of 100,000 shares may be awarded under the 1996 Plan which expires January 2,
2006. The plan is administered by the Board of Directors.
On July 13, 2000, each of the Company's non-employee Directors other
than James H. Williams was granted an option under the 1996 Plan to purchase
5,000 shares of Common Stock at an exercise price of $7.03 per share. The
options vest on the first anniversary of the date of grant.
In June, 2000, the Company entered into an amendment to the consulting
and non-competition agreement with James H. Williams for the purpose of
obtaining advice and counseling concerning strategic planning and financial and
business matters. Under this agreement, as amended, Mr. Williams is obligated to
make himself available to the Company for up to 25 hours per month, in addition
to time spent attending to his duties as a member of the Board of Directors of
the Company. Mr. Williams is currently paid $157,500 per year for his services
under this agreement, subject to adjustment on a basis consistent with
adjustments to compensation to the Company's senior management. The agreement
provides a cap of $200,000 on payments to be made thereunder during any calendar
year. The initial term of this agreement expires on December 31, 2004 and
automatically renews thereafter for successive one year terms (subject to
termination at the end of any renewal term on at least 90 days' notice).
Payments to Mr. Williams under this consulting agreement are in lieu of any
other payments in connection with his services as a Director or committee
member, other than the reimbursement of certain travel, lodging and related
expenses incurred in connection with attendance at Board and committee meetings.
-5-
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission and the American Stock Exchange, initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, Directors and greater than ten
percent stockholders (collectively, "Reporting Persons") are additionally
required to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations of the
Reporting Persons that no other reports were required with respect to fiscal
2000, all Section 16(a) filing requirements applicable to the Reporting Persons
were complied with on a timely basis in fiscal 2000, except that a Form 5 for
Mr. Luksch with respect to transactions in fiscal 2000 not subject to current
reporting was filed on March 8, 2001.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of February 28, 2001 by (i) each
person who is known by the Company to beneficially own more than five percent of
the Company's Common Stock, (ii) each of the Company's Directors, including
nominee Directors, (iii) each of the executive officers named in the Summary
Compensation Table and (iv) all executive officers and Directors as a group.
Except as otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.
Percent of Class
Name and Address of Amount and Nature of Beneficially
Beneficial Owner(1)(2) Beneficial Ownership (1) Owned
---------------------- ------------------------- ----------------
James A. Luksch................................................... 1,709,035(3) 22.45%
Robert J. Palle, Jr............................................... 1,191,811(4) 15.66%
John E. Dwight.................................................... 55,275(5) *
Daniel J. Altiere................................................. 45,508(6) *
James H. Williams................................................. 1,528,854(7) 20.08%
James F. Williams................................................. 76,673(7) 1.01%
Gary P. Scharmett................................................. 18,800(8) *
Robert B. Mayer................................................... 11,500(9) *
Robert E. Heaton.................................................. 10,000(10) *
Peter Pugielli.................................................... 538 *
All Directors and executive officers as a group (11 persons)...... 4,642,565 59.78%
----------------
* Less than 1%
(1) Beneficial ownership as of February 28, 2001 for each individual includes
shares subject to options held by such persons (but not held by any other
person) which are exercisable within 60 days after such date. Beneficial
ownership is determined in accordance with the rules of the Commission and
generally includes voting or investment power with respect to securities.
This table contains information furnished to the Company by the respective
stockholders or contained in filings made with the Commission.
(2) The address for each beneficial owner is c/o Blonder Tongue Laboratories,
Inc. One Jake Brown Road, Old Bridge, NJ 08857.
(3) Includes 10,928 shares of Common Stock owned of record by two trusts of
which Mr. Luksch is the trustee and nine shares of Common Stock owned of
record by an estate of which Mr. Luksch is the executor.
(4) Includes 200,000 shares owned of record by a limited liability company of
which Mr. Palle and his wife are the sole members.
(5) Includes 31,900 shares of Common Stock underlying options granted by the
Company.
(6) Includes 44,390 shares of Common Stock underlying options granted by the
Company.
(7) James H. Williams has granted to James F. Williams the option to purchase
52,173 shares of Company Common Stock which he owns. These shares are
included in the beneficial ownership of both Directors. Beneficial
ownership for James F. Williams also includes 9,500 shares of Common Stock
underlying options granted by the Company.
(8) Includes 17,000 shares of Common Stock underlying options granted by the
Company.
(9) Includes 9,500 shares of Common Stock underlying options granted by the
Company, 500 shares of Common Stock held of record by Mr. Mayer's adult
son, as to which Mr. Mayer expressly disclaims beneficial ownership and 200
shares of Common Stock held of record by Mr. Mayer's spouse.
(10) Includes 7,000 shares of Common Stock underlying options granted by the
Company.
-7-
EXECUTIVE COMPENSATION
Summary
The following table sets forth certain summary information concerning
compensation paid or accrued for services rendered to the Company in all
capacities for the year ended December 31, 2000 and two prior fiscal years with
respect to the Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company who served as executive officers
during 2000 and whose salary plus bonus during 2000 exceeded $100,000.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
-------------------------------- ------------
Securities
Name and Underlying All Other
Principal Position Year Salary ($) Bonus($)(1) Options(#) Compensation($)(2)
------------------ ---- ---------- ---------- ---------- ------------------
James A. Luksch........................ 2000 325,000 0 --- 7,611
President and Chief Executive 1999 325,000 0 --- 7,126
Officer 1998 311,724 103,079 --- 13,819
Robert J. Palle, Jr.................... 2000 253,000 0 --- 3,483
Executive Vice President, 1999 253,000 0 --- 3,327
Chief Operating Officer, 1998 242,063 80,209 --- 3,894
Secretary and Treasurer
John E. Dwight......................... 2000 175,000 25,000 --- 6,262
Former Senior Vice President (3) 1999 175,000 25,000 ---(4) 5,567
1998 150,000 50,000 100,000 5,713
Peter Pugielli......................... 2000 136,646 0 10,000 2,438
Former Senior Vice President and 1999 130,098 0 ---(4) 2,410
Chief Financial Officer(5) 1998 123,616 25,853 36,666 2,575
Daniel J. Altiere .................... 2000 154,056 0 10,000 4,868
Senior Vice President 1999 143,688 0 ---(4) 4,821
1998 134,231 28,946 40,000 4,893
------------------
(1) Bonus amounts for each year include bonuses earned by each individual under
the Company's Executive Officer Bonus Plan based on the Company's financial
performance during such year, except that Mr. Dwight was entitled to a
minimum bonus of $50,000 for 1998 and $25,000 for 1999 and 2000
notwithstanding the amount he was otherwise entitled to under the Executive
Officer Bonus Plan pursuant to his employment arrangements made with the
Company during 1997. These amounts are paid to such individuals in the year
after that in which they accrue.
(2) Represents reimbursement of life insurance premiums, matching contributions
paid by the Company under its 401(k) plan and costs of preparation of
individual tax returns. Amounts paid in 2000 for life insurance were $1,236
$258, $762, $138 and $396; for matching contributions under the Company's
401(k) plan were $5,250 $2,100, $5,250, $2,100 and $4,472; and amounts paid
for preparation of tax returns were $1,125, $1,125, $250, $200, and $0 for
Messrs. Luksch, Palle, Dwight, Pugielli and Altiere, respectively. Amounts
paid in 1999 for life insurance were $1,001, $202, $543, $210 and $543; for
matching contributions under the Company's 401(k) plan were $5,000, $2,000,
$4,774, $2,000 and $4,278; and amounts paid for preparation of tax returns
were $1,125, $1,125, $250, $200 and $0 for Messrs. Luksch, Palle, Dwight,
Pugielli and Altiere, respectively. Amounts paid in 1998 for life insurance
were $8,772, $1,607, $2,376, $787 and $1,319; for matching contributions
under the Company's 401(k) plan were $3,922, $1,162, $3,087, $1,588 and
$3,574; and amounts paid for preparation of tax returns were $1,125, $1,125,
$250, $200 and $0 for Messrs. Luksch, Palle, Dwight, Pugielli and Altiere,
respectively.
(3) Mr. Dwight resigned as a Senior Vice President and became Assistant to the
President of the Company effective January 1, 2001.
(4) The amounts of Securities Underlying Options initially granted to Messrs.
Dwight, Pugielli and Altiere in 1998 were 20,000, 10,000 and 10,000 shares,
respectively. Securities Underlying Options granted in 1998 to these
individuals also include 80,000, 26,666 and 30,000 shares, respectively,
underlying options granted to such individuals in prior years which were
repriced during September, 1998.
(5) Mr. Pugielli resigned as Senior Vice President and Chief Financial Officer
of the Company during January, 2001.
-8-
Stock Options
The following table provides information with respect to the named
executive officers concerning options granted to them during fiscal year 2000.
Option Grants in 2000
Potential Realizable
Number of Percent of Value at Assumed
Shares Total Options Exercise Annual Rates for
Underlying Granted to or Base Option Term
Options Employees in Price Expiration -------------
Name Granted 2000 ($/Sh.) Date 5% 10%
---- ----------- -------------- -------- ----------- ---- ----
James A. Luksch........ --- --- --- --- --- ---
Robert J. Palle, Jr. .. --- --- --- --- --- ---
John E. Dwight......... --- --- --- --- --- ---
Peter Pugielli......... 10,000 6% $6.75 8/15/10 $42,450 $107,578
Daniel J. Altiere...... 10,000 6% $6.75 8/15/10 $42,450 $107,578
Option Exercises and Holdings
The following table provides information with respect to the named
executive officers concerning the exercise of options during fiscal year 2000
and unexercised options held as of December 31, 2000.
Aggregated Option Exercises in 2000
and Option Values as of December 31, 2000
Number of Securities Underlying Value of Unexercised In-the-
Shares Acquired Value Unexercised Options at Money Options at
on Exercise(#) Realized($) December 31, 2000(#) December 31, 2000($)(1)
-------------- ----------- ---------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- --------------
James A. Luksch......... --- --- 25,000 --- --- ---
Robert J. Palle, Jr..... --- --- 23,500 --- --- ---
John E. Dwight.......... --- --- 31,900 48,600 --- ---
Peter Pugielli.......... 13,673 $75,243 28,373 13,449 --- ---
Daniel J. Altiere....... --- --- 44,390 13,449 $6,552 ---
---------------
(1) These columns represent the difference on December 31, 2000 between the
closing market price of the Company's common stock and the option exercise
price.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors currently consists
of James F. Williams, Robert B. Mayer and Robert E. Heaton. No member of the
Compensation Committee was an officer or employee of the Company during fiscal
year 2000. None of the executive officers of the Company has served on the board
of directors, the compensation committee or any other board committee performing
equivalent functions of any other entity, any of whose officers served either on
the Board of Directors or the Compensation Committee of the Company.
Employment Contracts
In August 1995, Mr. Altiere and the Company entered into an employment
agreement which provides that Mr. Altiere is entitled to receive his base salary
for one year following termination of his employment by the Company without
cause. Upon his disability, Mr. Altiere is also entitled to receive his base
annual salary for one year.
-9-
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION POLICIES
General
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The objective of the Company
in setting executive compensation has been to attract, retain and motivate
qualified executives to manage the Company's business and affairs so as to
foster sales and earnings growth, achieve significant current profits and
maximize stockholder value. Executive compensation in the aggregate is made up
principally of annual base salary, bonus, and awards of stock options under the
Company's 1995 Long Term Incentive Plan.
Generally, annual salary adjustments and bonuses for executive officers
other than Messrs. Luksch and Palle have been established by Mr. Luksch with the
concurrence of the Compensation Committee. The annual salary adjustments and
bonuses for Messrs. Luksch and Palle are determined by the Compensation
Committee, subject to Board approval. An annual performance evaluation of each
executive officer is conducted, upon which a salary adjustment is determined.
The performance evaluation focuses on the executive's performance during the
past year of the responsibilities of his position, the executive's improvement
in areas where any deficiencies may have been noted in the past, and the
executive's achievement of any specific goals and objectives which may have been
established for such executive, including achievement of budget objectives. The
Company's overall profit for the fiscal year and the executive's individual
contribution to that profit are also considered. As is typical for most
corporations, the assessment of individual performance contributions is in most
cases subjective and not conditioned upon the achievement of any specific,
pre-determined performance targets.
In February, 1997, the Compensation Committee implemented the Executive
Officer Bonus Plan ("Executive Bonus Plan"). The Compensation Committee believes
that a combination of base salary, cash bonus awards under the Executive Bonus
Plan and the award of stock options and/or restricted stock awards will support
the short-term and long-term strategic objectives of the Company and will reward
individual performance and the value created for stockholders. Cash bonus awards
under the Executive Bonus Plan are paid to officers during a particular fiscal
year based upon and relating to the financial performance of the Company during
the prior fiscal year. During the first quarter of each fiscal year of the
Company, the Compensation Committee designates which of the Company's executive
officers are to participate in the Executive Bonus Plan for that year. Also
during the first quarter, the Compensation Committee establishes one or more
objective performance goals for each participant, together with a maximum dollar
bonus opportunity for the participant and a formula to determine bonus payments
based on the achievement of the goal(s). In no event may the bonus for any
participant exceed 100% of such participant's base salary.
The performance goals are expressed in terms of (a) one or more
corporate or divisional earnings-based measures (which may be based on net
income, operating income, cash flows, or any combination thereof) and/or (b) one
or more corporate or divisional sales-based measures. Each such goal may be
expressed on an absolute and/or relative basis, may employ comparisons with past
performance of the Company (including one or more divisions) and/or the current
or past performance of other companies, and in the case of earnings-based
measures, may employ comparisons to capital, stockholders' equity and shares
outstanding. Performance goals need not be uniform among participants.
After the Company's financial results for a fiscal year have been
determined, the Compensation Committee certifies the level of performance goal
attainment and the potential bonus payment for each participant. The
Compensation Committee has full authority to reduce the amount that would
otherwise be payable to any participant for a fiscal year.
For 2000, bonuses under the Executive Bonus Plan were only to be
awarded if the Company's diluted earnings per share in 2000 were at least equal
to 120% of its average annual diluted earnings per share for calendar years
1997, 1998 and 1999. This threshold requirement for the payment of bonuses was
not met for fiscal 2000, therefore no bonuses were awarded under the Executive
Bonus Plan. Each of the named executive officers in the Summary Compensation
Table herein was eligible to participate in the Executive Bonus Plan during
2000. If awarded, bonuses earned during the 2000 fiscal year under the Executive
Bonus Plan (included as bonuses earned during 2000 in the Summary Compensation
Table herein but payable in 2001) were to be based on a percentage of each
recipient's annual salary for 2000 equal to the percentage increase in the
-10-
Company's diluted earnings per share for fiscal 2000 over the average annual
diluted earnings per share for calendar years 1997, 1998 and 1999, multiplied by
a multiplier between 1.0 and 1.5 determined on an individual basis by the
Compensation Committee, subject to a maximum amount equal to 100% of such
recipient's 2000 base annual salary.
Compensation of the Chief Executive Officer
Mr. Luksch has been President and Chief Executive Officer of the
Company since it commenced operations in 1988. His compensation includes the
same elements and performance measures as the compensation of the Company's
other executive officers.
Mr. Luksch's annual salary, which had been $325,000 since January 1999,
was increased to $341,000 effective January 1, 2001. Mr. Luksch received no
bonus and no stock options during fiscal year 2000. The Committee believes that
Mr. Luksch's overall compensation is fair and reasonable. This assessment is a
subjective determination and is not quantitatively related to the Company's
performance.
The Compensation Committee
Robert B. Mayer, Chairman
Robert E. Heaton
James F. Williams
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total return during the period
from December 31, 1995 to December 31, 2000, for the Company's Common Stock, the
AMEX Market Value Index and the Dow Jones Electrical Components & Equipment
Industry Group Index. This graph assumes the investment of $100 in the Company's
Common Stock, the stock in the companies presented in the AMEX Market Value
Index and the stock in the companies comprising the Dow Jones Electrical
Components & Equipment Industry Group Index on January 1, 1996 and the
reinvestment of all dividends.
[GRAPHIC OMITTED]
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
---------------------------------------------------------------------------------------
BDR 100.00 89.74 145.44 67.95 51.28 32.05
AMEX 100.00 106.39 124.88 125.68 159.95 163.75
DJEI 100.00 119.59 144.69 166.99 213.35 130.74
-11-
CERTAIN TRANSACTIONS
The President's daughter and son-in-law, Emily Nikoo and Nezam Nikoo,
are a marketing manager and senior engineer for the Company, respectively. In
addition, Ms. Nikoo heads the Company's task force for the promotion of its
interdiction product line. The annual compensation for Ms. Nikoo in 2000 was
$106,000. The annual compensation for Mr. Nikoo was $92,894. In 2000, Ms. Nikoo
was granted options under the 1995 Plan to purchase 10,000 shares of Common
Stock at a price of $6.75 per share, vesting over three years at one-third per
year, commencing on August 15, 2001. In 2000, Mr. Nikoo was granted options
under the 1995 Plan to purchase 20,000 shares of Common Stock at a price of
$6.75 per share, vesting over three years at one-third per year, commencing on
August 15, 2001.
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors of the Company, upon the recommendation of the
Audit Committee, has selected BDO Seidman, LLP to serve as independent auditors
of the Company for the fiscal year ending December 31, 2001. BDO Seidman, LLP
were the Company's independent auditors for the fiscal year ended December 31,
1999 and are considered by management of the Company to be well qualified. The
Company has been advised by that firm that neither it nor any member thereof has
any financial interest, direct or indirect in the Company or any of its
subsidiaries, in any capacity. One or more representatives of BDO Seidman, LLP
is expected to be present at this year's Annual Meeting of Stockholders with an
opportunity to make a statement if he or she desires to do so and to answer
appropriate questions with respect to that firm's examination of the Company's
financial statements and records for the fiscal year ended December 31, 2000.
Although the submission of the appointment of BDO Seidman, LLP is not
required by law or the By-Laws of the Company, the Board is submitting it to the
stockholders to ascertain their views. If the stockholders do not ratify the
appointment, the Board will not be bound to seek other independent auditors for
2001, but the selection of other independent auditors will be considered in
future years.
Audit and Other Fees Paid to Independent Auditors
Audit Fees
For the fiscal year ended December 31 2000, the aggregate fees billed
by BDO Seidman, LLP for professional services rendered for the audit of the
Company's annual financial statements and the reviews of the financial
statements included in our Quarterly Reports on Form 10-Q filed during the
fiscal year ended December 31, 2000 were $130,000.
Financial Information Systems Design and Implementation Fees
The Company did not engage BDO Seidman, LLP to provide advice and
related services regarding financial information systems design and
implementation during the fiscal year ended December 31, 2000.
All Other Fees
For the fiscal year ended December 31, 2000, the aggregate fees
incurred by the Company to BDO Seidman, LLP for all other services (other than
audit services and financial information systems design and implementation
services) were $97,000. These fees include approximately $33,000 for tax
services and approximately $19,000 for audits of the Company's 401(k) and
pension plans.
The audit committee has reviewed the non-audit services currently
provided by our independent auditors and has considered whether the provision of
such services is compatible with maintaining the independence of our independent
auditors.
-12-
Recommendation of the Board Concerning the Ratification of Appointment of
Independent Auditors
The Board of Directors of the Company recommends that stockholders vote
FOR the ratification of the appointment of BDO Seidman, LLP as the Company's
independent auditors for the 2001 fiscal year. Proxies received by the Board of
Directors will be so voted unless stockholders specify in their proxies a
contrary choice.
OTHER BUSINESS
Management knows of no other matters that will be presented at the
Annual Meeting of Stockholders. However, if any other matter properly comes
before the meeting, or any adjournment or postponement thereof, it is intended
that proxies in the accompanying form will be voted in accordance with the
judgment of the persons named therein.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be included in the Company's proxy
statement for presentation at the 2002 Annual Meeting of Stockholders pursuant
to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, must be
received by the Company's Chief Financial Officer at One Jake Brown Road, Old
Bridge, New Jersey 08857 on or before December 5, 2001, to be eligible for
inclusion in such proxy statement.
If notice of a stockholder proposal intended to be presented at the
2002 Annual Meeting of Stockholders is not received by the Company on or before
February 18, 2002 (whether or not the stockholder wishes the proposal to be
included in the proxy statement for such annual meeting), the Company (through
management proxy holders) may exercise discretionary voting authority on such
proposal when and if the proposal is raised at the annual meeting without any
reference to the matter in the proxy statement.
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2000 ACCOMPANIES THIS PROXY STATEMENT. THE COMPANY WILL
FURNISH TO EACH PERSON WHOSE PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST, ANY
EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING THE FORM 10-K, UPON THE PAYMENT, IN
ADVANCE, OF REASONABLE FEES RELATED TO THE COMPANY'S FURNISHING SUCH EXHIBIT(S).
REQUESTS FOR COPIES OF SUCH EXHIBIT(S) SHOULD BE DIRECTED TO ERIC SKOLNIK,
INTERIM CHIEF FINANCIAL OFFICER, AT THE COMPANY'S PRINCIPAL ADDRESS AS SHOWN ON
THE COVER PAGE OF THIS PROXY STATEMENT.
By Order of the Board of Directors
James A. Luksch
Chairman of the Board, President
and Chief Executive Officer
Date: April 3, 2001
Old Bridge, New Jersey
-13-
BLONDER TONGUE LABORATORIES, INC.
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing: the financial reports
and other financial information provided by the Company to any governmental body
or the public; the Company's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established and may establish from time to time; the Company's auditing,
accounting and financial reporting practices generally; and all potential
conflict of interest situations, including those arising from any related-party
transactions. Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to, the
Company's policies, procedures and practices at all levels. The Audit
Committee's primary duties and responsibilities are to:
o Serve as an independent and objective party to monitor the
Company's financial reporting practices and internal control
system.
o Review and appraise the audit efforts of the Company's independent
accountants and internal auditing department.
o Provide an open avenue of communication among the independent
accounts, financial and senior management, the internal auditing
department and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by being
authorized and directed to do the following:
(a) To recommend to the Board of Directors the selection, retention or
termination of external auditors and, in connection therewith,
annually to receive, evaluate and discuss with the external
auditors a formal written report from them setting forth all
consulting or other relationships with the Company, which shall
include specific representations as to their objectivity and
independence as required by Independence Standards Board Statement
No. 1;
(b) To meet with the Company's independent accountants, including
private meetings as necessary, (i) to review the arrangements for
and scope of the annual audit and any special audits; (ii) to
discuss any matters of concern relating to the Company's financial
statements, including any adjustments to such statements
recommended by the auditors, or other results of said audit(s);
(iii) to consider the auditors' comments with respect to the
Company's financial policies, procedures and internal accounting
controls and management's responses thereto; and (iv) to review
the form of opinion the independent accountants propose to render
to the Board of Directors and shareholders;
(c) To review as a Committee with management and the independent
accountants the audited financial statements to be included in the
Company's Annual Report, Form 10-K to be filed with the Securities
and Exchange Commission, and the matters required to be discussed
by Statement of Auditing Standards ("SAS") No. 61;
(d) To review as a Committee, or through the Committee chairman, with
the independent accountants the Company's interim financial
results to be included in the Company's Form 10-Q to be filed with
the Securities and Exchange Commission and the matters required to
be discussed by SAS No. 61;
(e) To consider the effect upon the Company of any changes in
accounting principles or practices proposed by management or the
independent accountants;
A-1
(f) To review the fees charged by the independent accountants for
audit and non-audit services;
(g) To report its activities to the full Board of Directors on a
regular basis and to make such recommendations with respect to the
above and other matters as the Committee may deem necessary or
appropriate; and
(h) To act as a liaison between the Company's independent accountants
and the full Board of Directors.
II. COMPOSITION
The Audit Committee shall be comprised of three or more Directors as determined
by the Board, each of whom shall be independent and free from any relationship
that, in the opinion of the Board, would interfere with the exercise of his or
her independent judgment as a member of the Committee. In determining
independence, the following restrictions shall apply:
(a) Employees. A Director who is an employee (including non-employee
executive officers) of the Company or any of its affiliates may
not serve on the Audit Committee until three years following
termination of his or her employment.
(b) Business Relationship. A Director who is a partner in or a
controlling shareholder or executive officer of, any for-profit
organization that has a business relationship with the Company,
may serve on the Audit Committee only if (i) the Company's Board
of Directors determines in its business judgment that the
relationship does not interfere with the Director's exercise of
independent judgment and, (ii) in any of the past three years, the
payments made by the Company to or received by the Company from
the organization are less than the greater of (y) five percent
(5%) of the Company's or such organization's consolidated gross
revenues in that year, or (z) $200,000. In making a determination
regarding the independence of a Director pursuant to this
paragraph, the Board of Directors should consider, among other
things, the materiality of the relationship to the Company, to the
Director and, if applicable, to the organization with which the
Director is affiliated. A Director who accepts any compensation
from the Company or any of its affiliates in excess of $60,000
during the previous fiscal year, other than compensation for Board
service, benefits under the qualified retirement plans, or
non-discretionary compensation may not serve on the Audit
Committee.
(c) Cross Compensation Committee Link. A Director who is employed as
an executive of a corporation where any of the Company's
executives serves on that corporation's compensation committee may
not serve on the Audit Committee.
(d) Immediate Family. A Director who is an Immediate Family member of
an individual who is an executive officer of the Company or any of
its affiliates may not serve on the Audit Committee until three
years following the termination of such employment relationship.
(e) Independence Requirement of Audit Committee Members.
Notwithstanding the requirements of subparagraphs (b), (c) and (d)
hereof, one Director who is no longer an employee or who is an
Immediate Family member of a former executive officer of the
Company or it affiliates, but is not considered independent
pursuant to these provisions may be appointed, under exceptional
and limited circumstances, to the Audit Committee if the Company's
Board of Directors determines in its business judgment that
membership on the Committee by the individual is required by the
best interests of the Company and its shareholders, and the
Company discloses, in the next annual proxy statement subsequent
to such determination, the nature of the relationship and the
reasons for that determination.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise.
A-2
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full committee
membership.
III. MEETINGS
The Committee shall meet on a regular basis, at least quarterly, and is
empowered to hold special meetings as circumstances require. The Committee shall
meet at least annually with management, the Chief Financial Officer of the
Company and the independent accountants in separate sessions to discuss any
matters that the Committee or each of these groups believe should be discussed
privately. Meetings may be by teleconference.
IV. RESOURCES
The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including the authority to retain special counsel and
other experts or consultants at the expense of the Company.
V. ANNUAL CHARTER REVIEW
The Committee shall review this Charter at least annually and recommend any
changes to the full Board of Directors.
VI. DEFINITIONS
(a) "Immediate Family" includes a person's spouse, parents, children,
siblings, fathers and mothers-in-law, sons and daughters-in-law,
brothers and sisters-in-law, and anyone who resides in such
person's home.
(b) "Affiliate" includes a subsidiary, sibling company, predecessor,
parent company, or former parent company.
(c) "Officer" shall have the meaning specified in Rule 16a-1(f) under
the Securities Exchange Act of 1934, or any successor rule.
A-3
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
BLONDER TONGUE LABORATORIES, INC.
May 4, 2001
---------Please Detach and Mail in the Envelope Provided----------
A / X / Please mark your
votes as in this
example.
1. Election of two Class III Directors to hold office until the 2004 Annual
Meeting of Stockholders or until their successors have been elected and
qualified.
FOR WITHHOLD
/ / / /
Nominees: Robert B. Mayer
James F. Williams
(To withhold authority to vote for any individual nominee write that nominee's
name on the space provided below.)
--------------------------------------------------------------------------------
2. Proposal to ratify the appointment of BDO Seidman, LLP as independent
auditors for the fiscal year ending December 31, 2001.
FOR AGAINST ABSTAIN
/ / / / / /
In their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting and at any postponements or adjournments
thereof. If no direction is made on this Proxy Card, this Proxy will be voted
FOR the election of all nominees to serve as Class III Directors and FOR
proposal 2.
Please mark, sign, date and return this Proxy Card promptly using the enclosed
envelope.
Signature Dated: , 2001
------------------- ------------------------- -------------
Signature if held jointly
NOTE: Please sign exactly as name appears above. When shares are held by joint
tenants, both stockholders should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a Corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in
partnership's name by authorized person.
BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, NJ 08857
PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 2001
This Proxy is being solicited on behalf of the Board of Directors
The Undersigned hereby appoints James A. Luksch and Robert J. Palle, Jr.,
and either of them (with full power to act alone), as Proxies of the
undersigned, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on this Proxy Card, all
shares of Common Stock of Blonder Tongue Laboratories, Inc. (the "Company") held
of record by the undersigned on the record date of March 21, 2001, at the Annual
Meeting of Stockholders to be held on May 4, 2001 and at any postponements or
adjournments thereof, all as in accordance with the Notice of Annual Meeting of
Stockholders and Proxy Statement furnished with this Proxy.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)