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 8, 2018
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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
______________________________________________
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. [ ]
Entry into a Material Definitive Agreement
.
On
January 8, 2018, 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, the Fifth Amendment thereto dated as of December 29,
2015, and the Sixth Amendment thereto dated as of January 17, 2017
and effective as of December 28, 2016, 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 Seventh
Amendment to Loan and Security Agreement (the “Seventh
Amendment”). Effective as of December 27, 2017, the Seventh
Amendment extends the maturity date of the Credit Facility to
December 26, 2018.
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 Seventh 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 Seventh 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 Seventh Amendment, does not
purport to be complete and is qualified in its entirety by
reference to the text of the Seventh 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.
Exhibit
No.
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Description
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Seventh
Amendment to Loan and Security Agreement, entered into as of
January 8, 2018 and effective as of December 27, 2017, by and among
Silicon Valley Bank, RELM Wireless Corporation and RELM
Communications, Inc.
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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 9, 2018
Exhibit 10.1
SEVENTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This
Seventh Amendment to Loan and Security Agreement (this
“Amendment”) is
entered into as of January 8, 2018, to be effective as of December
27, 2017, by and between Silicon Valley Bank (“Bank”)
and 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 extend the
maturity date.
D.
Bank
has agreed to so extend the maturity date, 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.
Amendment
to Loan Agreement.
2.1
Section
13
(
Definitions
). The
following term and its definition set forth in Section 13.1
are amended in their entirety and replaced with the
following:
“
Revolving Line Maturity Date
” is
December 26, 2018.
3.
Limitation
of Amendment.
3.1
The
amendment set forth in Section 2 above is 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 27, 2017,
upon (a) the due execution and delivery to Bank of this Amendment
by each party hereto, (b) Borrower’s payment of an
amendment 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.
BANK
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BORROWER
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Silicon
Valley Bank
By: /s/
Liana Braendli
Name: Liana
Braendli
Title: Vice
President
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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 Seventh Amendment to Loan and Security
Agreement]