Relm Wireless Corp – ‘8-A12G’ on 2/14/02

On:  Thursday, 2/14/02   ·   Accession #:  1116502-2-194   ·   File #:  0-07336

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration Statement                                 3     16K 

Document Table of Contents

8-A12G
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
================================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------

 FORM 8-A REGISTRATION STATEMENT
 UNDER
 THE SECURITIES EXCHANGE ACT OF 1934

--------------

 RELM WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)

                                                                [Download Table]


          Nevada                            3600                   59-3486297     
          ------                            ----                   ----------     
                                                                                  
(State or Other Jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer  
Incorporation or Organization)   Classification Code Number)   Identification No.)

7100 Technology Drive,
 West Melbourne, Florida 32904
(321) 984-1414
 (Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)

 -----------------

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class                          Name of each exchange on which     
to be so registered                          each class is to be registered     
--------------------                         -------------------------------    
NONE                                                            

If this form relates to the registration of a class of securities pursuant to   
Section 12(b) of the Exchange Act and is effective pursuant to General          
Instruction A.(c), check the following box. [ ]                                 

If this form relates to the registration of a class of securities pursuant to   
Section 12(g) of the Exchange Act and is effective pursuant to General          
Instruction A.(d), check the following box. [x]                                 

Securities Act registration statement file number to which this form            
relates: __________(if applicable)                                              

Securities to be registered pursuant to Section 12(g) of the Act:               

Rights
------
(Title of class)

 Units
 -----
(Title of class)

Warrants
(Title of class)

8-A12G
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.               

    On December 19, 2002, the Board of Directors (the "Board") of RELM
Wireless Corporation (the "Company") authorized the issuance of rights to each  
owner of the Company's common stock, common stock purchase warrants, options to 
purchase the Company's common stock or any conversion rights to purchase the    
Company's common stock (each, an "Equity Holder"). Each of the Registrant's     
Equity Holders, at the close of business on February 4, 2002 will receive one   
subscription right for each equity position owned. Each right includes a basic  
subscription right entitling an Equity Holder to purchase one unit for each     
right held at a subscription price of $1.01 per unit, which was 90% of the      
closing bid price of the Registrant's common stock on February 8, 2002. Each    
Equity Holder may exercise all or any portion of the rights it receives. An     
Equity Holder may purchase units until 5:00 p.m. on March 4, 2002. Equity       
Holders fully exercising their rights may elect to subscribe to purchase any and
all remaining unsubscribed units, which, if available, will be allocated on a   
pro-rata basis.                                                                 

      The Company is offering 2,500,000 units, which, in the event of over
subscription, will be sold on a pro-rata basis. The number of units offered may 
increase to up to 3,000,000 units in the event the units are re-priced. In the  
event the closing bid price for the Company's common stock on March 4, 2002 is  
less than $1.01, the unit subscription price shall be reduced to an amount equal
to 90% of the closing bid price of the Company's common stock on March 4, 2002, 
but in no event, less than $0.81 per unit.                                      

       Each unit will consist of one share of the Company's common stock and
one common stock purchase warrant. Each warrant will entitle the holder to      
purchase one share of common stock at an exercise price of 120% of the unit     
subscription price, subject to adjustment in the event of specified changes in  
the Company's capitalization and certain other events. The warrants are         
exercisable beginning on February 12, 2003 until February 12, 2006. The Company 
can redeem the warrants at any time after February 11, 2003, if the closing     
price of the Company's common stock is at or above 150% of the exercise price of
the warrant for 20 consecutive trading days.                                    

ITEM 2.  EXHIBITS.                                                              

   1. Form of Rights Certificate. Incorporated by reference from the
Registrant's Form S-1/A, February 8, 2001. File No. 333-75512.                  

 2. Form of Unit Certificate. Incorporated by reference from the
Registrant's Form S-1/A, February 8, 2001. File No. 333-75512.                  

    3. Form of Warrant Certificate. Incorporated by reference from the
Registrant's Form S-1/A, February 8, 2001. File No. 333-75512.                  

8-A12G
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
    4. Form of Warrant Agreement between RELM Wireless Corporation and
American Stock Transfer and Trust Company, dated February ___, 2002. Form of    
Rights Certificate. Incorporated by reference from the Registrant's Form S-1/A, 
February 8, 2001. File No. 333-75512.                                           

        5. Subscription Rights Agreement between RELM Wireless Corporation and
American Stock Transfer and Trust Company, dated February 11, 2002. Incorporated
by reference from the Registrant's Form S-1/A, February 8, 2001. File No.       
333-75512.                                                                      

 SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of    
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.                         

RELM Wireless Corporation                                                       

February 13, 2002                                                               

By:  /s/                                                                        
---------------------------------                                         
William P. Kelly,                                                     
Executive Vice-President and                                          
Chief Financial Officer                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		2/12/06		2
		2/12/03		2
		2/11/03		2					SC 13G
		12/19/02		2
		3/4/02		2
Filed on:		2/14/02
		2/13/02		3
		2/11/02		3					S-1/A
		2/8/02		2					S-1/A
		2/4/02		2
		2/8/01		2		3
									List all Filings