-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J843qVAmgNbfrPtt9gSDQ1PsF5CRHlchPSQnh6cKXakH8kzb/CFyrhosrbNuo+Cb DOCU4u6uTCFC+oNa2O8xeA== /in/edgar/work/20000815/0000950115-00-001027/0000950115-00-001027.txt : 20000922 0000950115-00-001027.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950115-00-001027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000815 ITEM INFORMATION: FILED AS OF DATE: 20000815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELM WIRELESS CORP CENTRAL INDEX KEY: 0000002186 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 042225121 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-07336 FILM NUMBER: 702408 BUSINESS ADDRESS: STREET 1: 7505 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 BUSINESS PHONE: 2154303900 MAIL ADDRESS: STREET 1: 750 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 FORMER COMPANY: FORMER CONFORMED NAME: ADAGE INC DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt CURRENT REPORT 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 Date of Report (date of earliest event reported) August 15, 2000 ------------------------- RELM Wireless Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 000-07336 04-2225121 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 7100 Technology Drive, West Melbourne, FL 32904 - -------------------------------------------------------------------------------- (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code (321) 984-1414 ------------------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On August 15, 2000, RELM Wireless Corporation issued a press release announcing its results for the three and six months ended June 30, 2000 and announcing the engagement of investment banking firm, Janney Montgomery Scott. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit Number Description ------- ----------- 99.2 Press Release dated August 15, 2000. 2 SIGNATURES 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. RELM WIRELESS CORPORATION By: /s/ William P. Kelly ------------------------------------------ William P. Kelly, Vice President - Finance Dated: August 15, 2000 and Chief Financial Officer 3 Exhibit Index Exhibit No. Exhibit Number Description ------- ----------- 99.2 Press Release dated August 15, 2000. EX-99.2 2 0002.txt PRESS RELEASE FOR: RELM Wireless Corporation APPROVED BY: William P. Kelly VP of Finance & CFO RELM Wireless Corporation 407-984-1414 RELM WIRELESS ANNOUNCES SECOND QUARTER RESULTS -- Retains investment banking firm of Janney Montgomery Scott to advise Company on enhancing shareholder value -- WEST MELBOURNE, FL, August 15, 2000 -- RELM Wireless Corporation (NASDAQ: RELM) today announced its operating results for the second quarter ended June 30, 2000. The Company also announced that it has retained the investment banking firm of Janney Montgomery Scott LLC (Janney) as financial advisor in executing a program to enhance shareholder value. The program will include the evaluation of the sale of all the Company's shares or assets, or the Company's merger, consolidation, or other type of business combination, recapitalization, or joint venture. Janney will also explore additional financing alternatives and other sources of working capital. For the three months ended June 30, 2000, RELM reported a net loss of $542,000, or $(0.10) per diluted share, compared to net income of $77,000, or $0.02 per diluted share, for the same period in 1999. Revenue in the second quarter was $5.2 million, compared to $7.1 million for the same period in 1999. For the six months ended June 30, 2000, the net loss was $151,000, or $(0.03) per diluted share, compared to net income of $132,000, or $0.03 per diluted share, for the same period in 1999. The Company reported revenues of $9.8 million for the first six months of 2000 compared to $13.6 million for the same period last year. During the second quarter, revenue from the Company's core Land Mobile Radio (LMR) products decreased approximately $1.3 million (21.3%) compared to the same period in 1999. In the second quarter of the prior year, the Company sold approximately $1.2 million of LMR products to the U. S. Army. There were no sales to the Army during the second quarter of 2000. Sales of non-LMR products during the quarter decreased approximately $700,000 compared to the same period in 1999 as the Company exited businesses and discontinued products that performed poorly or did not fit its strategic focus on wireless communications. In May 2000, the Company completed the relocation from its former 144,000 square foot facility to a nearby 54,000 square foot facility, a move that will reduce the Company's annual operating costs by approximately $800,000. David P. Storey, President and Chief Executive Officer commented: "While we were disappointed with our financial results for the second quarter, RELM's revenues have strengthened in July and August due to shipments to federal forest service to combat the proliferation of forest fires in the western United States. Furthermore, we expect that new inventory for the recently acquired Uniden PRC product lines will be available for shipment in the fourth quarter. Initial contributions from the new Uniden PRC products combined with the commencement of shipments to the U. S. Army under the order that was placed in June, we are positioned for strong revenue growth in the fourth quarter." RELM WIRELESS ANNOUNCES SECOND QUARTER RESULTS Page 2 Mr. Storey added, "Concurrently, we are vigorously pursuing programs to increase our effectiveness and quality while reducing costs. Examples of this include our utilization of state-of-the-art contract manufacturing services and the move to smaller, less costly quarters. We are continuing to develop our APCO 25 compliant digital products, planned for introduction early in 2001. These new product and revenue opportunities combined with serious cost reduction measures, we believe, will yield improved financial performance in 2001." Mr. Storey concluded, "We believe that the engagement of Janney Montgomery Scott is key to successfully accelerating the Company's growth and enhancing shareholder value. We are pleased with the addition of Janney to our team." For over 45 years, RELM has manufactured and marketed two-way FM business-band radios as well as high-specification public safety mobile and portable radios, repeaters and accessories, base station components and subsystems. Products are manufactured and distributed worldwide under RELM Communications, Uniden PRC and BK Radio brand names. The company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at www.relm.com or directly at 1-800-648-0947. This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe-harbor created by such sections. Such forward-looking statements concern the Company's operations, economic performance and financial condition. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: General economic and business conditions; changes in customer preferences; competition; changes in technology; the integration of any acquisitions; changes in business strategy; the indebtedness of the Company; quality of management, business abilities and judgment of the Company's personnel; the availability, terms and deployment of capital; and various other factors referenced in this Release. The forward-looking statements are made as of the date of this Release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. (Financial Tables to Follow) 2 RELM WIRELESS CORPORATION Condensed Consolidated Statement of Income (In Thousands Except Share Data) (Unaudited)
Three Months Ended Six Months Ended ------------------ ---------------- 6/30/00 6/30/99 6/30/00 6/30/99 ------- ------- ------- ------- Sales $ 5,158 $ 7,125 $ 9,754 $13,590 Cost & Expenses: Cost of Sales 3,680 5,061 7,289 9,579 SG&A 1,886 1,876 3,405 3,647 Restructuring Charge 0 0 0 0 Impairment Loss 0 0 0 0 ------- ------- ------- ------- Total Costs and Exp 5,556 6,937 10,694 13,226 Operating Income (Loss) (408) 188 (940) 364 Other Income (Expense): Interest Expense (217) (279) (522) (528) Gain On Facility Sale 0 0 1,165 0 Gain on Investments 0 0 0 48 Other Income (Expense) 83 168 146 248 ------- ------- ------- ------- Pretax From Continuing Ops (542) 77 (151) 132 Tax Expense (Benefit) 0 0 0 0 ------- ------- ------- ------- Net Income (Loss) $ (542) $ 77 $ (151) $ 132 ======= ======= ======= ======= Earnings per share - basic: $ (0.10) $ 0.02 $ (0.03) $ 0.03 ======= ======= ======= ======= Earnings per share - diluted: $ (0.10) $ 0.02 $ (0.03) $ 0.03 ======= ======= ======= ======= Basic shares outstanding 5,185 5,046 5,138 5,046 Diluted shares outstanding 5,185 5,046 5,138 5,046
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