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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response ... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-7336
CUSIP NUMBER
759525 10 8
(Check One):
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: __________________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
RELM WIRELESS CORPORATION
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Former Name if Applicable
ADAGE, INC.
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Address of Principal Executive Office (Street and Number)
7505 Technology Drive
West Melbourne, Florida 32904
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).
/X / | (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
/X / | (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
| portion thereof, will be filed on or before the fifteenth calendar
| day following the prescribed due date; or the subject
| quarterly report of transition report on Form 10-Q, or portion
| thereof will be filed on or before the fifth calendar day
| following the prescribed due date; and
|
/ / | (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (See explanation below.)
The company will be unable to timely file Form 10-K for the period
ended December 31, 1997 because audited financial statements will not be
completed.
The delay in completing financial statements is due to several
significant transition events that took place during the year. Specifically,
two subsidiaries were sold. Related to these sales, key corporate
management and financial staff are no longer in the company's employ.
Additionally, the company changed certifying accountants as previously
disclosed on Form 8-K dated November 14, 1997. Consequently, the
audit of the company's financial statements, particularly discontinued
operations, has taken longer than expected.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
William P. Kelly
Vice President and Chief Financial Officer
(407) 984-1414 (telephone)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. (See explanation attached.)
RELM WIRELESS CORPORATION
has caused this notification to be signed by the undersigned thereunto duly
authorized.
Date: March 31, 1998 By: /s/ William P. Kelly
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William P. Kelly, Vice President and
Chief Financial Officer
ATTACHMENT
FORM 12b-25 PART IV (3)
EXPLANATION OF ANTICIPATED CHANGE
The statement of operations for the year ended December 31, 1997 will change
significantly from the year ended December 31, 1996. An estimate of these
changes cannot be made due to the reasons set forth in Part iii of this filing.
The results of Continuing Operations in 1997 will be adversely affected by
non-recurring pre-tax charges relating to a significant restructuring of the
company. These charges include three primary components: (1) the removal of
inadequately performing product lines and the associated inventory, (2) the
reduction of operating expenses in both the factory and support areas, and (3)
the closing and consolidation of the company's Indiana research and development
center and the reestablishment of research and development activities in
Florida. These actions and the related charges are essential to position the
company for profitability and growth in 1998 and beyond.
