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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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RELM WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 3600 59-3486297
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(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
7100 Technology Drive,
West Melbourne, Florida 32904
(321) 984-1414
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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NONE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates: __________(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Rights
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(Title of class)
Units
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(Title of class)
Warrants
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On December 19, 2002, the Board of Directors (the "Board") of RELM
Wireless Corporation (the "Company") authorized the issuance of rights to each
owner of the Company's common stock, common stock purchase warrants, options to
purchase the Company's common stock or any conversion rights to purchase the
Company's common stock (each, an "Equity Holder"). Each of the Registrant's
Equity Holders, at the close of business on February 4, 2002 will receive one
subscription right for each equity position owned. Each right includes a basic
subscription right entitling an Equity Holder to purchase one unit for each
right held at a subscription price of $1.01 per unit, which was 90% of the
closing bid price of the Registrant's common stock on February 8, 2002. Each
Equity Holder may exercise all or any portion of the rights it receives. An
Equity Holder may purchase units until 5:00 p.m. on March 4, 2002. Equity
Holders fully exercising their rights may elect to subscribe to purchase any and
all remaining unsubscribed units, which, if available, will be allocated on a
pro-rata basis.
The Company is offering 2,500,000 units, which, in the event of over
subscription, will be sold on a pro-rata basis. The number of units offered may
increase to up to 3,000,000 units in the event the units are re-priced. In the
event the closing bid price for the Company's common stock on March 4, 2002 is
less than $1.01, the unit subscription price shall be reduced to an amount equal
to 90% of the closing bid price of the Company's common stock on March 4, 2002,
but in no event, less than $0.81 per unit.
Each unit will consist of one share of the Company's common stock and
one common stock purchase warrant. Each warrant will entitle the holder to
purchase one share of common stock at an exercise price of 120% of the unit
subscription price, subject to adjustment in the event of specified changes in
the Company's capitalization and certain other events. The warrants are
exercisable beginning on February 12, 2003 until February 12, 2006. The Company
can redeem the warrants at any time after February 11, 2003, if the closing
price of the Company's common stock is at or above 150% of the exercise price of
the warrant for 20 consecutive trading days.
ITEM 2. EXHIBITS.
1. Form of Rights Certificate. Incorporated by reference from the
Registrant's Form S-1/A, February 8, 2001. File No. 333-75512.
2. Form of Unit Certificate. Incorporated by reference from the
Registrant's Form S-1/A, February 8, 2001. File No. 333-75512.
3. Form of Warrant Certificate. Incorporated by reference from the
Registrant's Form S-1/A, February 8, 2001. File No. 333-75512.
4. Form of Warrant Agreement between RELM Wireless Corporation and
American Stock Transfer and Trust Company, dated February ___, 2002. Form of
Rights Certificate. Incorporated by reference from the Registrant's Form S-1/A,
February 8, 2001. File No. 333-75512.
5. Subscription Rights Agreement between RELM Wireless Corporation and
American Stock Transfer and Trust Company, dated February 11, 2002. Incorporated
by reference from the Registrant's Form S-1/A, February 8, 2001. File No.
333-75512.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
RELM Wireless Corporation
February 13, 2002
By: /s/
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William P. Kelly,
Executive Vice-President and
Chief Financial Officer