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
__________________________________________
(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
______________________________________________
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
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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:
●
Maximum borrowing
availability under the Credit Facility has been reduced to $1.0
million from $2.0 million;
●
The Credit
Facility’s maturity date has been extended to December 27,
2017 from December 28, 2016;
●
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
●
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
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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
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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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Exhibit 10.1
SIXTH AMENDMENT
TO
LOAN
AND SECURITY AGREEMENT
This
Sixth Amendment to Loan and Security Agreement (this
“Amendment”) is
entered into as of January 17, 2017, to be effective as of December
28, 2016, by and among Silicon Valley Bank (“Bank”),
Relm Wireless Corporation, a Nevada corporation (“Relm
Wireless”), and Relm Communications, Inc., a Florida
corporation (“Relm Communications” and together with
Relm Wireless, individually and collectively, jointly and
severally, “Borrower”) whose address is 7100 Technology
Drive, West Melbourne, Florida 32904.
Recitals
A.
Bank
and Borrower have entered into that certain Loan and Security
Agreement dated as of October 23, 2008 (as the same has been and
may from time to time be further amended, modified, supplemented or
restated, the “Loan Agreement”).
B.
Bank
has extended credit to Borrower for the purposes permitted in the
Loan Agreement.
C.
Borrower
has requested that Bank amend the Loan Agreement to (i) extend the
maturity date, and (ii) make certain other revisions to the Loan
Agreement as more fully set forth herein.
D.
Bank
has agreed to so amend certain provisions of the Loan Agreement,
but only to the extent, in accordance with the terms, subject to
the conditions and in reliance upon the representations and
warranties set forth below.
Agreement
Now,
Therefore,
in consideration of the foregoing recitals and
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1.
Definitions.
Capitalized terms used but not defined in this Amendment shall have
the meanings given to them in the Loan Agreement.
2.
Amendments
to Loan Agreement.
2.1
Section
2.3
(
Payment of Interest on
the Credit Extensions
). Section 2.3(a) is amended in its
entirety and replaced with the following:
(a)
Interest
Rate
. Subject to Section 2.3(b), the principal amount
outstanding under the Revolving Line shall accrue interest at a
floating per annum rate equal to the Prime Rate plus one-quarter of
one percent (0.25%), which interest shall be payable monthly in
accordance with Section 2.3(f) below. Accrued interest on amounts
outstanding under the Revolving Line shall be payable
monthly.
2.2
Section 13
(
Definitions
). The following terms and
their respective definitions set forth in Section 13.1 are
amended in their entirety and replaced with the
following:
“
Prime Rate
” is the rate of
interest per annum from time to time published in the money rates
section of
The Wall Street
Journal
or any successor publication thereto as the
“prime rate” then in effect; provided that, in the
event such rate of interest is less than zero, such rate shall be
deemed to be zero for purposes of this Agreement; and provided
further that if such rate of interest, as set forth from time to
time in the money rates section of
The Wall Street Journal
,
becomes unavailable for any reason as determined by Bank, the
“Prime Rate” shall mean the rate of interest per annum
announced by Bank as its prime rate in effect at its principal
office in the State of California (such Bank announced Prime Rate
not being intended to be the lowest rate of interest charged by
Bank in connection with extensions of credit to
debtors).
“
Revolving Line
” is an Advance or
Advances in an aggregate amount of up to One Million Dollars
($1,000,000).
“
Revolving Line Maturity Date
” is
December 27, 2017.
2.3
Section
13 (Definitions)
. Clause (i) of the defined term
“Permitted Distributions” is amended in its entirety
and replaced with the following:
(i) dividends
to the shareholder of Relm Wireless not to exceed Five Million
Dollars ($5,000,000) in the aggregate in any twelve 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.
3.
Limitation
of Amendments.
3.1
The
amendments set forth in Section 2, above, are effective for
the purposes set forth herein and shall be limited precisely as
written and shall not be deemed to (a) be a consent to any
amendment, waiver or modification of any other term or condition of
any Loan Document, or (b) otherwise prejudice any right or
remedy which Bank may now have or may have in the future under or
in connection with any Loan Document.
3.2
This
Amendment shall be construed in connection with and as part of the
Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan
Documents, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.
4.
Representations
and Warranties.
To induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank as
follows:
4.1
Immediately
after giving effect to this Amendment (a) the representations
and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except
to the extent such representations and warranties relate to an
earlier date, in which case they are true and correct as of such
date), and (b) no Event of Default has occurred and is
continuing;
4.2
Borrower
has the power and authority to execute and deliver this Amendment
and to perform its obligations under the Loan Agreement, as amended
by this Amendment;
4.3
The
organizational documents of Borrower most recently delivered to
Bank remain true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force
and effect;
4.4
The
execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, have been duly
authorized;
4.5
The
execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not
contravene (a) any material law or regulation binding on or
affecting Borrower, (b) any material contractual restriction
with a Person binding on Borrower, (c) any order, judgment or
decree of any court or other governmental or public body or
authority, or subdivision thereof, binding on Borrower, or
(d) the organizational documents of Borrower;
4.6
The
execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order,
consent, approval, license, authorization or validation of, or
filing, recording or registration with, or exemption by any
governmental or public body or authority, or subdivision thereof,
binding on Borrower, except as already has been obtained or made;
and
4.7
This
Amendment has been duly executed and delivered by Borrower and is
the binding obligation of Borrower, enforceable against Borrower in
accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application and
equitable principles relating to or affecting creditors’
rights.
5.
Integration
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This Amendment and the Loan Documents represent the entire
agreement about this subject matter and supersede prior
negotiations or agreements. All prior agreements, understandings,
representations, warranties, and negotiations between the parties
about the subject matter of this Amendment and the Loan Documents
merge into this Amendment and the Loan Documents.
6.
Counterparts.
This Amendment may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
7.
Effectiveness
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This Amendment shall be deemed effective as of December 28, 2016,
upon (a) the due execution and delivery to Bank of this Amendment
by each party hereto, (b) Borrower’s payment of a
facility fee in an amount equal to Two Thousand Five Hundred
Dollars ($2,500), and (c) payment of Bank’s legal fees and
expenses in connection with the negotiation and preparation of this
Amendment.
[Signature
page follows.]
In
Witness Whereof,
the
parties hereto have caused this Amendment to be duly executed and
delivered as of the date first written above.
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BANK
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BORROWER
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Silicon
Valley Bank
By: /s/
Thomas Armstrong
Name: Thomas
Armstrong
Title: Director
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Relm
Wireless Corporation
By: /s/
William P. Kelly
Name: William
P. Kelly
Title: EVP
& CFO
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Relm
Communications, Inc.
By: /s/
William P. Kelly
Name: William
P. Kelly
Title: EVP
& CFO
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[Signature
Page to Sixth Amendment to Loan and Security
Agreement]