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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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December 19, 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))
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. [ ]
On
December 19, 2017, RELM Wireless Corporation (the
“Company”) entered into a settlement agreement (the
“Agreement”) with The Sales Group, Inc.
(“TSG”), pursuant to which TSG agreed to dismiss with
prejudice its lawsuit filed against the Company in the U.S.
District Court for the Central District of California. Pursuant to
the Agreement, the Company agreed to pay an amount of $900,000 to
TSG on or before December 31, 2017. The Company also agreed to pay
to TSG commissions, at the rates in effect since February 7, 2013,
on all orders for the Company’s products received from the
States of Arizona, California, Nevada and Hawaii by the Company
from January 1, 2018 through December 31, 2018 and accepted by the
Company, other than for (i) sales of the Company’s products
to federal government agencies and offices, (ii) sales of the
Company’s products to other end users, excepting state and
local government agencies and offices, and (iii) sales of parts or
service, including warranty service. In addition, if at any time on
or before December 31, 2018, the Company completes a
change-in-control transaction, then the Company will pay to TSG an
amount equal to $2 million, less the amount of commissions paid by
the Company with respect to 2018, as described above. The Agreement
settles all claims raised by TSG in its lawsuit against the
Company.
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:
December 22, 2017