UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
RELM WIRELESS CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
759525 10 8
(CUSIP Number)
James C. Gale
126 East 56th Street, 24th Floor, New York, New York 10022,
212-907-0789
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 3, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note. Schedules filed in paper form shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 759525 10 8 13D Page 2 of 14 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund, L.P.
Corporate Opportunities Fund (Institutional), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnerships
NUMBER OF 7 SOLE VOTING POWER 2,714,053
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,714,053
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,714,053
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.5%
14 TYPE OF REPORTING PERSON (See Instructions) PN
CUSIP NO. 759525 10 8 13D Page 3 of 14 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
NUMBER OF 7 SOLE VOTING POWER 425,915
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 425,915
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,915
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON (See Instructions) PN
CUSIP NO. 759525 10 8 13D Page 4 of 14 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund (Institutional), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnerships
NUMBER OF 7 SOLE VOTING POWER 2,288,138
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,288,138
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,288,138
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
14 TYPE OF REPORTING PERSON (See Instructions) PN
CUSIP NO. 759525 10 8 13D Page 5 of 14 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SMM Corporate Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
NUMBER OF 7 SOLE VOTING POWER 2,714,053
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,714,053
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,714,053
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.5%
14 TYPE OF REPORTING PERSON (See Instructions) OO
CUSIP NO. 759525 10 8 13D Page 6 of 14 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sanders Morris Harris Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC, SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 2,739,053
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,739,053
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,739,053
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.8%
14 TYPE OF REPORTING PERSON (See Instructions) CO
CUSIP NO. 759525 10 8 13D Page 7 of 14 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James C. Gale
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 2,759,053
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,759,053
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,759,053
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.0%
14 TYPE OF REPORTING PERSON (See Instructions) IN
CUSIP NO. 759525 10 8 13D Page 8 of 14 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, $.60 par value (the "Common
Stock"), of RELM Wireless Corp., a Nevada corporation (the "Issuer"), the
subscription rights to purchase Common Stock of the Issuer, and the warrants
(the "Warrants") to purchase Common Stock of the Issuer. The subscription rights
that the Issuer granted entitled the holder to purchase one share of Common
Stock of the Issuer at a price of $0.65 per share. The holders exercised the
subscription rights on September 3, 2003. Each Warrant entitles the holder to
purchase one share of Common Stock of the Issuer at a price of $1.21 per share.
The Warrants were exercisable commencing on February 12, 2003, and expire on
February 11, 2006. The principal executive office of the Issuer of such
securities is located at 7100 Technology Drive, West Melbourne, Florida 32904.
Item 2. Identity and Background.
Corporate Opportunities Fund, L.P. and Corporate Opportunities Fund
(Institutional), L.P. (the "Funds") are Delaware limited partnerships whose
principal business is making investments in the securities of other entities.
The address of their principal office is 126 East 56th Street, 24th Floor, New
York, New York 10022.
SMM Corporate Management, LLC (the "General Partner") is a Delaware limited
liability company and the sole general partner of the Funds. The principal
business of the General Partner is to act as general partner of the Funds. The
address of its principal office is 126 East 56th Street, 24th Floor, New York,
New York 10022.
Sanders Morris Harris Inc. ("SMH") is a Texas corporation and the
controlling member of the General Partner. The address of its principal office
is 600 Travis, Suite 3100, Houston, Texas 77002. Attached as Appendix A is
information concerning the executive officers and directors of SMH required to
be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
Such executive officers and directors may be deemed, but are not conceded to be
controlling persons of SMH. SMH is a wholly owned subsidiary of Sanders Morris
Harris Group, Inc., a Texas corporation ("SMH Group"). SMH is a registered
broker/dealer.
SMH Group is a Texas corporation and the parent of SMH. The address of its
principal office is 600 Travis, Suite 2900, Houston, Texas 77002. Attached as
Appendix A-1 is information concerning the executive officers and directors of
SMH Group required to be disclosed in response to Item 2 and General Instruction
C to Schedule 13D. Such officers and directors may be deemed, but are not
conceded to be controlling, persons of SMH Group. No corporation or other person
is or may be deemed to be ultimately in control of SMH Group.
James C. Gale is the Chief Investment Officer, a Manager, and Member of the
General Partner. The address of his principal office is 126 East 56th Street,
24th Floor, New York, New York 10022. Mr. Gale is a citizen of the United
States. Mr. Gale is a director of the Issuer.
Ben T. Morris is a Manager of the General Partner and President and a
director of Sanders Morris Harris Inc. The address of his principal office is
600 Travis, Suite 3100, Houston, Texas 77002. Mr. Morris is a citizen of the
United States.
During the past five years, none of the reporting persons or any of the
persons referred to in Appendix A or A-1 has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
During the past five years, none of the reporting persons or any of the
persons referred to in Appendix A or A-1 was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such
CUSIP NO. 759525 10 8 13D Page 9 of 14 Pages
laws as a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction.
Item 3. Source and Amount of Funds or Other Consideration.
On September 3, 2003, Corporate Opportunities Fund, L.P. purchased 49,321
shares of Common Stock for an aggregate consideration of $32,000, and Corporate
Opportunities Fund (Institutional), L.P. purchased 258,462 shares of Common
Stock for an aggregate consideration of $168,000 upon of subscription rights
granted to the Funds. Between May 12, 2003 and May 19, 2003, Corporate
Opportunities Fund, L.P. purchased 24,806 shares of Common Stock for an
aggregate consideration of $9,335, and Corporate Opportunities Fund
(Institutional), L.P. purchased 133,694 shares of Common Stock for an aggregate
consideration of $50,314. On March 18, 2002, Corporate Opportunities Fund, L.P.
purchased 173,888 units consisting of one share of Common Stock and one Warrant
for an aggregate consideration of $156,500 and Corporate Opportunities Fund
(Institutional), L.P. purchased 937,222 units consisting of one share of Common
Stock and one Warrant for an aggregate consideration of $843,500. The source of
these funds for all of the transactions was working capital of the Funds. The
shares of Common Stock and Warrants were separated upon their issuance on March
21, 2002. During the fourth quarter of 1999, the Issuer issued SMH 25,000 shares
of Common Stock in exchange for financial advisory services provided by SMH to
the Issuer.
Item 4. Purpose of Transaction.
The Funds acquired 307,783 shares of Common Stock on September 3, 2003,
pursuant to a private placement of securities entered into with the Issuer under
Regulation D of the Securities Act of 1933. Previously, the Funds acquired
158,500 shares of Common Stock through open market purchases between May 12,
2003 and May 19, 2003, and the Funds acquired 1,111,110 units consisting of one
share of Common Stock and one Warrant on March 18, 2002, from Noble
International Investments, Inc., the standby underwriter of a rights offering
for the Issuer. The shares of Common Stock and Warrants were separated upon
their issuance on March 21, 2002. The Funds entered into these transactions for
general investment purposes. During the fourth quarter of 1999, SMH received
25,000 shares of Common Stock in exchange for financial advisory services
provided by SMH to the Issuer.
The Funds review continuously their investment in the Issuer and may or may
not seek involvement in the Issuer's affairs. Mr. Gale, the Chief Investment
Officer of the Funds, is a director of the Issuer. Depending on their evaluation
of the Issuer's business and prospects and future developments, the Funds, or
other individuals or entities that may be deemed to be affiliates of the Funds,
may from time to time dispose of all or a portion of the securities of the
Issuer held by such person, purchase additional securities of the Issuer, or
cease buying or selling shares. Any additional sales or purchases of securities
may be in open market or privately negotiated transactions or otherwise.
Except as described in this Item 4, the Funds have no present plans or
proposals which relate or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (d) any change in the present board of directors or management
of the Issuer, (e) any material change to the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business or
corporate structure, (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
becoming
CUSIP NO. 759525 10 8 13D Page 10 of 14 Pages
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, or (j) any actions similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common Stock of the
Issuer beneficially owned by the persons identified in Item 2 is as follows:
Aggregate Number Percentage
Beneficial Owner of Shares Owned of Class
Corporate Opportunities Fund, L.P. 425,915(1) 4.8
Corporate Opportunities Fund
(Institutional), L.P. 2,288,138(2) 25.7
Corporate Opportunities Fund, L.P.
and Corporate Opportunities
Fund (Institutional), L.P. 2,714,053(3) 30.5
SMM Corporate Management, LLC 2,714,053(4) 30.5
Sanders Morris Harris Inc. 2,739,053(5) 30.8
James C. Gale 2,759,053(6) 31.0
____________
(1) Includes currently exercisable warrants to purchase 173,888 shares of
common stock.
(2) Includes currently exercisable warrants to purchase 937,222 shares of
common stock.
(3) Includes currently exercisable warrants to purchase 1,111,110 shares
of common stock.
(4) Includes shares beneficially owned by Corporate Opportunities Fund,
L.P. and Corporate Opportunities Fund (Institutional), L.P.
(5) Includes shares beneficially owned by SMM Corporate Management, LLC
and options to purchase 25,000 shares that are currently exercisable.
(6) Includes shares beneficially owned by SMM Corporate Management, LLC,
options to purchase 25,000 shares that are currently exercisable, and
20,000 shares held personally by Mr. Gale.
(b) The number of shares of Common Stock as to which there is sole power to
direct the vote, shares power to vote or to direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition for each of the Reporting Persons is set forth on the cover pages,
and such information is incorporated herein by reference. To the knowledge of
the Reporting Persons, the persons listed on Appendix A or A-1 in response to
Item 2 do not beneficially own any shares of Common Stock of the Issuer.
(c) The following transactions with respect to the Common Stock of the
Issuer were effected within the last 60 days by the following named Reporting
Persons:
Other than the reported transaction, the Funds have not effected any
transaction with respect to the Common Stock of the Issuer within the last 60
days.
(d) The Funds have the right to receive all dividends on the Common Stock.
(e) Not applicable.
CUSIP NO. 759525 10 8 13D Page 11 of 14 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit Title
A Joint Filing Agreement
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Date: September 8, 2003
Corporate Opportunities Fund, L.P.
Corporate Opportunities Fund
(Institutional), L.P.
By: SMM Corporate Management, LLC
By /s/ James C. Gale
----------------------------------------
James C. Gale, Manager
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).
CUSIP NO. 759525 10 8 13D Page 12 of 14 Pages
Appendix A
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of
Sanders Morris Harris Inc. Unless otherwise indicated below, each such person is
a citizen of the United States and the business address of each such person is
600 Travis, Suite 3100, Houston, Texas 77002. Except as indicated below, during
the last five years, none of the persons listed below has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws as a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
Present Principal Occupation or Employment;
Name Business Address
---- ----------------
Ben T. Morris President, Chief Executive Officer, and
Director
George L. Ball Chairman of the Board
Robert E. Garrison II Director, President of Sanders Morris Harris
Group
Don A. Sanders Chairman of the Executive Committee
Titus H. Harris, Jr. Executive Vice President
Richard C. Webb Executive Vice President
Anthony J. Barton Executive Vice President
Peter M. Badger President of Fixed Income Division
Richard D. Grimes Executive Vice President
Howard Y. Wong Chief Financial Officer and Treasurer
Sandy Williams Secretary
CUSIP NO. 759525 10 8 13D Page 13 of 14 Pages
Appendix A-1
Directors and Executive Officers of
Sanders Morris Harris Group Inc.
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of
Sanders Morris Harris Group Inc. Unless otherwise indicated below, each such
person is a citizen of the United States and the business address of each such
person is 600 Travis, Suite 3100, Houston, Texas 77002. Except as indicated
below, during the last five years, none of the persons listed below has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws as a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction.
Present Principal Occupation or Employment;
Name Business Address
---- ----------------
George L. Ball Director and Chairman of the Board
Ben T. Morris Director and Chief Executive Officer
Robert E. Garrison II Director and President
Don A. Sanders Director, Vice Chairman
Titus H. Harris, Jr. Director, Executive Vice President of SMH
Donald R. Campbell Director, retired
W. Blair Waltrip Director, private investor
John H. Styles Director, private investor
Nolan Ryan Director, private investor
Dan S. Wilford Director, President and CEO of Memorial Hermann
Healthcare System
Stephen M. Reckling Chairman and CEO of Pinnacle Management & Trust
Co.
Rick Berry Chief Financial Officer
CUSIP NO. 759525 10 8 13D Page 14 of 14 Pages
Exhibit 1
Schedule 13D Joint Filing Agreement
The undersigned and each other person executing this joint filing agreement
(this "Agreement") agree as follows:
The undersigned and each other person executing this Agreement are responsible
for the timely filing of such Schedule 13D and any amendments thereto, and for
the completeness and accuracy of the information concerning such person
contained therein; but none of the undersigned or any other person executing
this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct
In Witness Whereof, the undersigned have caused this Agreement to be signed by
their respective officers thereunto duly authorized as of the date set forth
below.
Date: September 8, 2003
Signatures:
SMM Corporate Management, LLC
By /s/ James C. Gale
----------------------------------
Name: James C. Gale
Title: Manager and Chief Investment Officer
Sanders Morris Harris Inc.
By /s/ James C. Gale
----------------------------------
Name: James C. Gale
Title: Managing Director
/s/ James C. Gale
------------------------------------
James C. Gale