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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
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Date of Report (Date of Earliest Event Reported):
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March 14, 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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N/A
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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. [ ]
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment of Chief Operating Officer
On
March 14, 2018, the Board of Directors (the “Board”) of
RELM Wireless Corporation (the “Company”) promoted
Randy Willis to Chief Operating Officer of the Company, effective
immediately. Mr. Willis, age 59, has served as the Company’s
Vice President of Operations since August 2017, overseeing all
aspects of manufacturing and quality. Prior to joining the Company,
he held leadership positions in manufacturing, operations, quality,
supply chain, industrial engineering and program management,
including founding and serving as President of Target Velocity
Consulting, Inc., a “Lean/Six Sigma” firm specializing
in operational improvements, from December 2009 to August 2017 and
Vice President, Continuous Improvement, for CIRCOR International,
Inc. (NYSE: CIR), from August 2007 to December 2009. He also served
in leadership positions for Parker-Hannifin Corporation (NYSE: PH)
from January 2005 to August 2007 and Honeywell International Inc.
(NYSE: HON) from June 1998 to January 2005. Mr. Willis holds
certifications as a Lean Master and Six Sigma Black Belt and B.S.
and M.S. degrees in Industrial Technology from East Carolina
University.
As
Chief Operating Officer, Mr. Willis will receive an annual base
salary of $200,000. In addition, the Compensation Committee of the
Board (the “Compensation Committee”) approved for Mr.
Willis a $25,000 cash bonus for 2017 and granted to Mr. Willis
non-qualified stock options to purchase 20,000 shares of the
Company’s common stock at an exercise price of $3.75 per
share under the Company’s 2017 Incentive Compensation Plan.
The options have a ten-year term and will become exercisable in
one-fifth annual installments, beginning on the first anniversary
of the grant date. The options are subject to the terms and
conditions of Mr. Willis’s Stock Option
Agreement.
Prior
to Mr. Willis joining the Company in August 2017, the Company
engaged Target Velocity Consulting, Inc., of which Mr. Willis is
President, to provide operational consulting services to the
Company in 2017 for the total fees of $59,616. For his
service as Vice President of Operations from August 2017 to March
2018, Mr. Willis received payments equal to $80,770 in 2017 and an
additional $46,154 in 2018 and a grant of non-qualified stock
options to purchase 25,000 shares of the Company’s common
stock, at an exercise price of $4.20 per share, on August 30,
2017. The options have a ten-year term and become exercisable
in one-fifth annual installments, beginning on the first
anniversary of the grant date.
There
is no agreement or understanding between Mr. Willis and any other
person pursuant to which he was appointed as an officer of the
Company. There are no family relationships existing between Mr.
Willis and any executive officer or director of the
Company. Except as set forth above, Mr. Willis is not a
party to any transaction, or series of transactions, required to be
disclosed pursuant to Item 404(a) of Regulation S-K, and no such
transactions are currently contemplated.
Compensation Matters
On
March 14, 2018, the Compensation Committee approved base salaries
for 2018, payment of 2017 cash bonuses and grants of stock options
to the Company’s executive officers under the Company’s
2017 Incentive Compensation Plan, based on management’s
recommendations and the executive officers’
performance.
The
base salaries for Timothy A. Vitou, President, and William P.
Kelly, Executive Vice President, Chief Financial Officer and
Secretary, will remain at $250,000 and $200,000, respectively. The
base salary for James R. Holthaus, Chief Technology Officer, will
increase to $200,000. The Compensation Committee also approved 2017
cash bonuses of $50,000 to Mr. Vitou, $25,000 to Mr. Kelly and
$12,500 to Mr. Holthaus to be paid immediately.
In
addition, on March 14, 2018, the Compensation Committee granted
non-qualified stock options to Messrs. Vitou, Kelly and Holthaus to
purchase 30,000, 20,000 and 20,000 shares, respectively, of the
Company’s common stock, at an exercise price of $3.75 per
share. The stock options have ten-year terms and become exercisable
in five annual installments beginning on the first anniversary of
the grant date. The options are subject to the terms and conditions
of their respective Stock Option Agreements.
The
foregoing descriptions of the stock options in this Current Report
on Form 8-K are summaries only, do not purport to be complete, and
are qualified in their entirety to the full text of their
respective agreements, a form of which has been previously filed
with the Securities and Exchange Commission.
Quarterly Dividend
On
March 14, 2018, the Board declared a quarterly dividend of $0.02
per share of the Company’s common stock, payable on April 16,
2018 to shareholders of record of the Company’s common stock
as of the close of business on April 2, 2018.
The
press release announcing the quarterly cash dividend is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
2018 Annual Meeting
The
Board has also set April 13, 2018 as the record date for the 2018
Annual Meeting of Stockholders of the Company (the “Annual
Meeting”) scheduled to take place on June 4, 2018. Additional
information about the Annual Meeting will be included in the
Company’s proxy materials.
Item 9.01
Financial
Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release dated March 14, 2018.
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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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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Date:
March 15, 2018
