Blueprint
As filed with the Securities and Exchange Commission on February
10, 2017
Registration No. 333-112446
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 3
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
RELM WIRELESS CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
(State or other
jurisdiction of
incorporation or
organization)
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59-3486297
(I.R.S. Employer
Identification No.)
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7100 Technology Drive
West Melbourne, Florida 32904
(Address
of Principal Executive Offices, Including Zip Code)
1997 Stock Option Plan
(Full
Title of the Plan)
William P. Kelly
Executive Vice President and Chief Financial Officer
RELM Wireless Corporation
7100 Technology Drive
West Melbourne, Florida 32904
(321) 984-1414
(Name,
Address, and Telephone Number, Including Area Code, of Agent For
Service)
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated
filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐ (Do not check if a smaller reporting
company)
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Smaller reporting
company ☑
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EXPLANATORY STATEMENT
RELM
Wireless Corporation (the “Registrant”) is filing this
Post-Effective Amendment No. 3 (this “Post-Effective
Amendment”) to deregister certain securities originally
registered by the Registrant pursuant to its Registration Statement
on Form S-8 (Registration No. 333-112446) filed with the Securities
and Exchange Commission (the “Commission”) on February
3, 2004, as amended by Post-Effective Amendment No. 1 filed with
the Commission on August 9, 2005 and as further amended by
Post-Effective Amendment No. 2 filed with the Commission on August
2, 2012 (as so amended, the “Registration Statement”).
The Registration Statement covered the offer and sale of 3,250,000
shares of common stock, par value $0.60 per share (the
“Common Stock”), of the Registrant pursuant to the RELM
Wireless Corporation 1997 Stock Option Plan (the
“Plan”).
This
Post-Effective Amendment to the Registration Statement is being
filed to deregister and remove all of the previously registered
shares of Common Stock issuable under the Plan that remain unissued
and unsold under the Registration Statement as of the date
hereof.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of West Melbourne, State of Florida, on the 10th day of
February, 2017.
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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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No
other person is required to sign this Post-Effective Amendment to
the Registration Statement in reliance upon Rule 478 of the
Securities Act of 1933, as amended