UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of Earliest Event Reported):
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April 16, 2018
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RELM Wireless Corporation
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(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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59-3486297
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
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(321) 984-1414
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______________________________________________
Former name or former address, if changed since last
report
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
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 complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Attached as Exhibit
99.1 to this Current Report on Form 8-K is the President’s
Letter to Shareholders (the “Letter”). This Letter will
be included in the 2017 Annual Report of RELM Wireless Corporation
(the “Company”) and will
be made available to shareholders beginning on
April 16, 2018 with the proxy materials for the Company’s
Annual Meeting of Shareholders scheduled to be held on June 4, 2018
(the “2018 Annual Meeting”).
Forward-Looking Statements
The
Letter contains statements about future events and expectations
which are “forward-looking statements” within the
meaning of Sections 27A of the Securities Act of 1933, as amended,
and 21E of the Securities Exchange Act of 1934, as amended,
including statements about the Company’s plans, objectives,
expectations and prospects. You can expect to identify these
statements by forward-looking words such as “may,”
“might,” “could,” “would,”
“should,” “will,” “anticipate,”
“believe,” “plan,” “estimate,”
“project,” “expect,” “intend,”
“seek” and other similar expressions. Any statement
contained in the Letter that is not a statement of historical fact
may be deemed to be a forward-looking statement. Forward-looking
statements include, but are not limited to, statements regarding
industry trends and expected impact on the Company, the impact of
general economic conditions, future product development and the
demand for new products, growth/contraction, general demand,
customer spending and resulting opportunities and challenges, the
impact of the Company’s strategy, the Company’s
dependence on sales to the U.S. Government, the impact from the
loss of key customers, suppliers and manufacturers, the
Company’s competitive position, the Company’s ability
to adapt to technological changes, the seasonality of the business,
the impact of regulatory matters, the availability of materials and
components, the consequences of a disruption in manufacturing, the
consequences of a disruption of information systems, the impact of
maintaining inventory, the Company’s access to capital, the
Company’s ability to retain its employees, the
Company’s ability to adapt to leadership changes, the
Company’s ability to protect its intellectual property,
adequacy of the Company’s insurance and the impact of natural
disasters, acts of war or terrorism and other catastrophic events
beyond the Company’s control.
Although
the Company believes that the plans, objectives, expectations and
prospects reflected in or suggested by its forward-looking
statements are reasonable, those statements involve risks,
uncertainties and other factors that may cause the Company’s
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by these forward-looking statements, and the
Company can give no assurance that its plans, objectives,
expectations and prospects will be achieved.
Important
factors that might cause the Company’s actual results to
differ materially from the results contemplated by the
forward-looking statements are contained in “Part
I—Item 1A. Risk Factors” and elsewhere in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2017 and in its subsequent filings with the
Securities and Exchange Commission (the “SEC”). The
Company assumes no obligation to publicly update or revise any
forward-looking statements made in the Letter, whether as a result
of new information, future events, changes in assumptions or
otherwise, after the date of the Letter. Readers are cautioned not
to place undue reliance on these forward-looking
statements.
Important Information
The
Letter may be deemed to be proxy soliciting material in respect of
the solicitation of proxies from shareholders in connection with
the 2018 Annual Meeting. The Company filed a proxy statement with
the SEC in connection with the 2018 Annual Meeting on April 16,
2018. The proxy statement, any other relevant documents and other
material filed with the SEC concerning the Company is and will be,
when filed, available free of charge at www.sec.gov and on the
Company’s website at www.bktechnologies.com. Copies may also
be obtained, free of charge, by contacting the Company directly at
1-800-821-2900. Shareholders are urged to read the proxy statement
and any other relevant documents filed when they become available
before making any voting decision because they will contain
important information. The Company, its directors and executive
officers and employees may be deemed to be participants in such
solicitation. Information about the Company’s directors and
executive officers and their ownership of the Company’s
securities is available in the Company’s proxy statement for
the 2018 Annual Meeting filed with the SEC on April 16, 2018 and in
subsequent SEC filings on Form 8-K and Forms 4.
Item 9.01
Financial Statements and Exhibits
.
(d) Exhibits
Exhibit Number
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Description
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Letter
to Shareholders.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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RELM
WIRELESS CORPORATION
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Date: April 16,
2018
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By:
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/s/
William
P. Kelly
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William P.
Kelly
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Executive Vice
President and
Chief Financial
Officer
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