0001654954-21-007812.txt : 20210712 0001654954-21-007812.hdr.sgml : 20210712 20210712145549 ACCESSION NUMBER: 0001654954-21-007812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20210708 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210712 DATE AS OF CHANGE: 20210712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BK Technologies Corp CENTRAL INDEX KEY: 0000002186 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593486297 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32644 FILM NUMBER: 211085367 BUSINESS ADDRESS: STREET 1: 7100 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 BUSINESS PHONE: 321-984-1414 MAIL ADDRESS: STREET 1: 7100 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 FORMER COMPANY: FORMER CONFORMED NAME: BK Technologies, Inc. DATE OF NAME CHANGE: 20180604 FORMER COMPANY: FORMER CONFORMED NAME: RELM WIRELESS CORP DATE OF NAME CHANGE: 19980129 FORMER COMPANY: FORMER CONFORMED NAME: ADAGE INC DATE OF NAME CHANGE: 19920703 8-K 1 bkti_8k.htm CURRENT REPORT bkti_8k
 

 
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):  July 8, 2021
 
BK Technologies Corporation
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-32644
 
83-4064262
(State or other jurisdiction of
 
(Commission
 
(IRS Employer
incorporation or organization)
 
File No.)
 
Identification Number)
 
 
 
 
7100 Technology Drive, West Melbourne, FL
 
32904
(Address of principal executive offices)
 
(Zip Code)
 
(321) 984-1414
(Registrant’s telephone number including area code)
 
 
N/A
(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 (see General Instruction A.2. below):
 
[ ] 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))
 
Securities registered pursuant to Section 12(b) of the Act: 
 
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $.60 per share
 
BKTI
 
NYSE American
 
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. [ ]  
 
 

 
 
 
 
Item 8.01 Other Events.
 
On July 8, 2021, the Board of Directors (the “Board”) of BK Technologies Corporation (the “Company”) announced that, effective July 8, 2021, (1) John W. Struble will step down as Chairman of the Board and (2) the Board appointed Major General (Ret.) E. Gray Payne as the new Chairman of the Board. John W. Struble will remain on the Board after his resignation as Chairman.
 
The press release announcing Major General (Ret.) E. Gray Payne’s appointment as the new Chairman of the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
On July 9, 2021, the Board declared a quarterly dividend of $0.02 per share of the Company’s common stock, payable on August 9, 2021, to stockholders of record of the Company’s common stock as of the close of business on July 26, 2021.
 
The press release announcing the quarterly cash dividend is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) 
Exhibits.
 
 Exhibit No.
 Description
  Press Release re: Appointment of New Chairman, dated July 8, 2021
  Press Release re: Quarterly Dividend, dated July 9, 2021
 

 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
BK TECHNOLOGIES CORPORATION
 
 
 
 
 
Date: July 12, 2021
By:  
/s/  William P. Kelly
 
 
 
William P. Kelly
 
 
 
Executive Vice President and
Chief Financial Officer 
 
 
 
 
 
 
EX-99.1 2 bkti_ex991.htm PRESS RELEASE RE: APPOINTMENT OF NEW CHAIRMAN, DATED JULY 8, 2021 bkti_ex991
 
Exhibit 99.1
 
 
 
 
 
BK Technologies Names General Payne Chairman
Retired Marine Corps Major General with Extensive Experience – 

 
WEST MELBOURNE, FL / ACCESSWIRE / July 8, 2021 / BK Technologies Corporation (NYSE American: BKTI) today announced that board member Major General (Ret.) E. Gray Payne has been named Chairman of the Board of Directors. General Payne replaces John W. Struble who will remain a board member.
 
General Payne brings over forty years of leadership experience, both in the military and in the private sector. He has extensive experience in leadership roles as a Major General in the armed forces, a consultant to federal agencies and a senior operating executive. His Marine Corps experience includes eight commands ranging in size from the Company level to a Marine Logistics Group, consisting of over 9,600 Marines and Sailors. He also served as Commanding General of the Marine Logistics Command and as Director of Facilities and Services for the Marine Corps, responsible for 28 installations and an annual budget exceeding $5.5 billion. His personal awards include the Distinguished Service Medal, the Defense Superior Service Medal, Legion of Merit Medal, Meritorious Service Medal with two gold stars, and the Navy and Marine Corps Commendation Medal with gold star.
 
General Payne’s private sector experience includes eighteen years as a management consultant working with over two hundred clients in the areas of financial management, operational improvement, organizational development, strategic planning, and mergers and acquisitions. Leadership positions held include CEO, COO and CFO of several companies with annual revenue as large as $100 million.
 
General Payne was appointed to the BK Technologies board of directors in January 2017 and has extensive board experience. He currently serves on the Board of Directors of the National Wildlife Refuge Associations and VetCV, a platform to help veterans transition from active duty, manage their career, and organize important military service, home and medical documents. A member of the National Association of Corporate Directors and a Certified Professional Director by the American College of Corporate Directors, he previously served as the Chairman of the Board of Governors of the Marine Corps Association and the Chairman of the Board of Directors of the Marine Corps Association Foundation. General Payne is also on the Board of FG Financial Group (Nasdaq: FGF), a publicly traded reinsurance and investment management holding company.
 
 
 
 
 
General Payne commented, “BK Technologies is preparing to enter an exciting growth phase for the company. It is encouraging to see significant marketplace interest in our existing portable communications technologies, like the BK 5000, as well as growing interest around the upcoming launch of our next generation BK 9000. Our technology offers reliable and exceptional communications capabilities to assist public safety as well as military exercises in any location, including the most remote terrain. I look forward to continuing to leverage my military, consulting, and operational expertise to help drive long term value for shareholders.”
 
About BK Technologies
 
BK Technologies Corporation manufactures high-specification, American-made communications equipment of unsurpassed reliability and value for use by public safety professionals and government agencies. BK Technologies is honored to serve these heroes with reliable equipment when every moment counts. The Company's common stock trades on the NYSE American market under the symbol "BKTI". Maintaining its headquarters in West Melbourne, Florida, BK Technologies can be contacted through its web site at www.bktechnologies.com or directly at 1-800-821-2900.
 
Forward-Looking Statements
 
This press release contains certain forward-looking statements that are made pursuant to the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern the Company's operations, economic performance and financial condition and are based largely on the Company's beliefs and expectations. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks, some of which have been, and may further be, exacerbated by the COVID-19 pandemic, include, among others, the following: changes or advances in technology; the success of our land mobile radio product line; successful introduction of new products and technologies, including our ability to successfully develop and sell our anticipated new multiband product and other related products in the planned new BKR Series product line; competition in the land mobile radio industry; general economic and business conditions, including federal, state and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S. Government, and the ongoing effects of the COVID-19 pandemic; the availability, terms and deployment of capital; reliance on contract manufacturers and suppliers; risks associated with fixed-price contracts; heavy reliance on sales to agencies of the U.S. Government and our ability to comply with the requirements of contracts, laws and regulations related to such sales; allocations by government agencies among multiple approved suppliers under existing agreements; our ability to comply with U.S. tax laws and utilize deferred tax assets; our ability to attract and retain executive officers, skilled workers and key personnel; our ability to manage our growth; our ability to identify potential candidates for, and consummate, acquisition, disposition or investment transactions, and risks incumbent to being a noncontrolling interest stockholder in a corporation; impact of the COVID-19 pandemic on the companies in which the Company holds investments; impact of our capital allocation strategy; risks related to maintaining our brand and reputation; impact of government regulation; rising health care costs; our business with manufacturers located in other countries, including changes in the U.S. Government and foreign governments' trade and tariff policies, as well as any further impact resulting from the COVID-19 pandemic; our inventory and debt levels; protection of our intellectual property rights; fluctuation in our operating results and stock price; acts of war or terrorism, natural disasters and other catastrophic events, such as the COVID-19 pandemic; any infringement claims; data security breaches, cyber-attacks and other factors impacting our technology systems; availability of adequate insurance coverage; maintenance of our NYSE American listing; risks related to being a holding company; and the effect on our stock price and ability to raise equity capital of future sales of shares of our common stock. Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in the Company's subsequent filings with the SEC. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.
 
Company Contact:
 
IMS Investor Relations
John Nesbett/Jennifer Belodeau
bktechnologies@imsinvestorrelations.com
(203) 972-9200
 
 
EX-99.2 3 bkti_ex992.htm PRESS RELEASE RE: QUARTERLY DIVIDEND, DATED JULY 9, 2021 bkti_ex992
 
Exhibit 99.2
 
 
 
 
 
BK Technologies Declares Quarterly Dividend of $0.02 per Share
 
WEST MELBOURNE, FL / ACCESSWIRE / July 9, 2021 / BK Technologies Corporation (NYSE American: BKTI) today announced that its Board of Directors has declared a quarterly dividend of $0.02 per share of the Company’s common stock, payable on August 9, 2021, to stockholders of record of the Company’s common stock as of the close of business on July 26, 2021.
 
General Gray Payne, Chairman of the Board, said, “We are pleased to continue the Company’s capital return program with the declaration of our twenty-first consecutive quarterly dividend.”
 
About BK Technologies
 
BK Technologies Corporation manufactures high-specification, American-made communications equipment of unsurpassed reliability and value for use by public safety professionals and government agencies. BK Technologies is honored to serve these heroes with reliable equipment when every moment counts. The Company's common stock trades on the NYSE American market under the symbol "BKTI". Maintaining its headquarters in West Melbourne, Florida, BK Technologies can be contacted through its web site at www.bktechnologies.com or directly at 1-800-821-2900.
 
Company Contact:
 
IMS Investor Relations
John Nesbett/Jennifer Belodeau
bktechnologies@imsinvestorrelations.com
(203) 972-9200
 
 
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