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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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January 17, 2017
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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
Entry into a Material Definitive Agreement.
On
January 17, 2017, RELM Wireless Corporation (the
“Company”), RELM Communications, Inc., the
Company’s wholly-owned subsidiary (“RELM
Communications”), and Silicon Valley Bank, as lender
(“SVB”), amended their Loan and Security Agreement
dated as of October 23, 2008, as amended by the First Amendment
thereto dated as of October 20, 2010, the Second Amendment thereto
dated as of June 22, 2011, the Third Amendment thereto dated as of
December 18, 2012, the Fourth Amendment thereto dated as of January
28, 2015, and the Fifth Amendment thereto dated as of December 29,
2015, by and among the Company, RELM Communications and SVB (as
amended, the “Loan and Security Agreement”), under
which the Company’s existing secured revolving credit
facility (the “Credit Facility”) is maintained, by
entering into the Sixth Amendment to Loan and Security Agreement
(the “Sixth Amendment”), to be effective as of December
28, 2016. Under the Sixth Amendment, the Company’s Credit
Facility with SVB was amended as follows:
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Maximum borrowing
availability under the Credit Facility has been reduced to $1.0
million from $2.0 million;
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The Credit
Facility’s maturity date has been extended to December 27,
2017 from December 28, 2016;
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Dividends to the
Company’s shareholders are permitted in the amount not to
exceed $5.0 million in the aggregate in any 12-month period so long
as an event of default does not exist at the time of such dividend
and would not exist after giving effect to such dividend;
and
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The variable rate
at which borrowings under the Credit Facility bear interest has
been increased from the prime rate to the prime rate plus 25 basis
points.
The
Company continues to be subject to substantially the same customary
borrowing terms and conditions under the Credit Facility as it was
prior to the Sixth Amendment, including the accuracy of
representations and warranties, compliance with financial
maintenance and restrictive covenants and the absence of events of
default.
The
Company was in compliance with all covenants under the Loan and
Security Agreement, as amended by the Sixth Amendment, as of the
date of filing this Current Report on Form 8-K. As of the date of
filing this Current Report on Form 8-K, the Company had no
borrowings outstanding under the Credit Facility.
The
foregoing description of the Credit Facility and the Loan and
Security Agreement, as amended by the Sixth Amendment, does not
purport to be complete and is qualified in its entirety by
reference to the text of the Sixth Amendment filed herewith as
Exhibit 10.1 and incorporated herein by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the
Registrant.
The
information required by Item 2.03 is included in Item 1.01 above
and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
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Sixth Amendment to
Loan and Security Agreement, entered into as of January 17, 2017,
by and among Silicon Valley Bank, RELM Wireless Corporation and
RELM Communications, Inc.
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:
January 18, 2017
EXHIBIT INDEX
Exhibit
No.
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Description
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Sixth
Amendment to Loan and Security Agreement, entered into as of
January 17, 2017, by and among Silicon Valley Bank, RELM Wireless
Corporation and RELM Communications, Inc.
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