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BDR > SEC Filings for BDR > Form 8-K/A on 17-Apr-2012All Recent SEC Filings

Show all filings for BLONDER TONGUE LABORATORIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for BLONDER TONGUE LABORATORIES INC


17-Apr-2012

Completion of Acquisition or Disposition of Assets, Financial S


Item 2.01. Completion of Acquisition or Disposition of Assets

As previously disclosed in the Current Report on Form 8-K of Blonder Tongue Laboratories, Inc., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission on February 7, 2012, the Company's wholly-owned subsidiary, R. L. Drake Holdings, LLC, a Delaware limited liability company, acquired substantially all of the assets (subject to certain specific assumed liabilities) of R. L. Drake, LLC, a Delaware limited liability company (the "Seller"), pursuant to that certain Asset Purchase Agreement dated as of February 1, 2012 (the "Asset Purchase Agreement") by and among R. L. Drake Holdings, LLC, R. L. Drake, LLC, R. L. Drake Acquisition Corporation and WBMK Holding Company, as amended by that certain First Amendment to Asset Purchase Agreement dated February 3, 2012 (the "First Amendment"). This Form 8-K/A is being filed in order to file certain historical financial statements of the Seller and to furnish certain pro-forma financial information as required by Item 9.01 of Form 8-K.

The Asset Purchase Agreement and the First Amendment are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The Audited Balance Sheets of the Seller as of December 31, 2011 and 2010 and the related Audited Statements of Operations, Changes in Members' Equity and Cash Flows for the years then ended, and the notes thereto, are attached as Exhibit 99.1 to this Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information

The following unaudited pro forma financial information of the Company is attached as Exhibit 99.2 of this Form 8-K/A and is incorporated herein by reference:

(i) Unaudited Pro Forma Combined Balance Sheet of the Company (on a consolidated basis) and the Seller as of December 31, 2011;

(ii) Unaudited Pro Forma Combined Statement of Operations of the Company (on a consolidated basis) and the Seller for the year ended December 31, 2011.

(c) Not applicable

(d) The following exhibits are filed herewith:

Exhibit No. Description

Exhibit 2.1  Asset Purchase Agreement dated as of February 1, 2012
             by and among R. L. Drake Holdings, LLC, R. L. Drake,
             LLC, R. L. Drake Acquisition Corporation and WBMK
             Holding Company*

Exhibit 2.2  First Amendment to Asset Purchase Agreement dated as
             of February 3, 2012 by and among R. L. Drake
             Holdings, LLC, R. L. Drake, LLC, R. L. Drake
             Acquisition Corporation and WBMK Holding Company

Exhibit 99.1 Audited Balance Sheets of the Seller as of December 31, 2011 and 2010 and the related Audited Statements of Operations, Changes in Members' Equity and Cash Flows for the years then ended, and the notes thereto

Exhibit 99.2 Unaudited Pro Forma Combined Balance Sheet of the Company (on a consolidated basis) and the Seller as of December 31, 2011 and Unaudited Pro Forma Combined Statement of Operations of the Company (on a consolidated basis) and the Seller for the year ended December 31, 2011



*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.


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