SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted)
by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Proxy Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
RELM WIRELESS CORPORATION
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(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
<PAGE>
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
RELM WIRELESS CORPORATION
7505 Technology Drive
West Melbourne, Florida 32904
----------------------------------
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------
The Annual Meeting of Shareholders (the "Meeting") of RELM Wireless
Corporation, a Nevada corporation (the "Company"), will be held on Monday, June
14, 1999 at 9:00 a.m., local time, at the offices of RELM Communications, Inc.,
7505 Technology Drive, West Melbourne, Florida, for the following purposes:
1. To elect seven (7) directors to hold office until the Annual Meeting
of Shareholders in 1999 and until their respective successors are duly
elected and qualified; and
2. To transact such other business as may properly come before the
Meeting and any and all adjournments and postponements thereof.
The Board of Directors has fixed the close of business on April 16, 1999 as
the record date for the Meeting. Only shareholders of record at that time are
entitled to notice of and to vote at the Meeting and any adjournment or
postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Meeting.
The Board of Directors urges you to date, sign and return the enclosed
proxy promptly. The return of the enclosed proxy will not affect your right to
vote in person if you do attend the Meeting.
By Order of the Board of Directors,
/s/ William P. Kelly
-----------------------------------
April 26, 1999 William P. Kelly
Secretary
<PAGE>
RELM WIRELESS CORPORATION
7505 Technology Drive
West Melbourne, Florida 32904
----------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
JUNE 14, 1999
----------------------------------
INTRODUCTION
This Proxy Statement is being furnished to shareholders by the Board of
Directors of RELM Wireless Corporation, a Nevada corporation (the "Company"), in
connection with the solicitation of the accompanying proxy (each a "Proxy" and
collectively, "Proxies") for use at the Company's Annual Meeting of Shareholders
(the "Meeting") which is scheduled to be held at 9:00 a.m., local time, on
Monday, June 14, 1999 at the offices of RELM Communications, Inc., 7505
Technology Drive, West Melbourne, Florida, for the purposes set forth in the
foregoing Notice of 1999 Annual Meeting of Shareholders (the "Notice") or any
adjournment thereof.
The mailing address of the principal executive offices of the Company is 7505
Technology Drive, West Melbourne, Florida 32904. This Proxy Statement and the
accompanying Proxy and Annual Report to shareholders will first be sent or given
to shareholders on approximately April 26, 1999.
VOTING SECURITIES AND SECURITY OWNERSHIP
Record Date and Voting Securities
At the close of business on April 16, 1999, the record date fixed for the
determination of shareholders entitled to notice of and to vote at the Meeting
(the "Record Date"), there were outstanding 5,046,156 shares of the Company's
Common Stock, $.60 par value per share (the "Common Stock"). Holders of Common
Stock have one vote per share on each matter to be acted upon. Only holders of
Common Stock (the "Shareholders") of record at the close of business on the
Record Date will be entitled to vote at the Meeting and at any adjournment
thereof. The presence, in person or by proxy, of Shareholders entitled to cast
at least a majority of the votes that all Shareholders are entitled to cast at
the Meeting shall constitute a quorum for the Meeting.
<PAGE>
Voting of Proxies
Shares of Common Stock represented by Proxies, which are properly executed, duly
returned and not revoked, will be voted in accordance with the directions
contained therein. If no direction is given in the Proxy, the shares of Common
Stock represented thereby will be voted: (i) for the election of each of the
seven (7) nominees of the Board of Directors in the election of directors; and
(ii) on any other matter that may properly be brought before the Meeting in
accordance with the judgment of the person or persons voting the Proxies.
The execution of a Proxy will in no way affect a Shareholder's right to attend
the Meeting and to vote in person. Any Proxy executed and returned by a
Shareholder may be revoked at any time thereafter if written notice of
revocation is given to the Secretary of the Company prior to the vote to be
taken at the Meeting, or by execution of a subsequent proxy that is presented
before the Meeting, or if the Shareholder attends the Meeting and votes by
ballot, except as to any matter or matters upon which a vote shall have cast
pursuant to the authority conferred by such Proxy prior to such revocation. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and nominee "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which brokers or nominees do not have discretionary power) will
be treated as shares that are present but have not been voted.
Solicitation of Proxies
The cost of solicitation of the Proxies being solicited on behalf of the Board
of Directors will be borne by the Company. In addition to the use of the mail,
proxy solicitation may be made by telephone, telegraph and personal interview by
officers, directors and regular employees of the Company or its subsidiaries.
The Company will, upon request, reimburse brokerage houses and persons holding
Common Stock in the names of their nominees for their reasonable expenses in
sending soliciting material to their principals.
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth certain information as of April 16, 1999 regarding
the beneficial ownership, as defined in regulations of the Securities and
Exchange Commission, of Common Stock of (i) each person who is known to the
Company to be the beneficial owner of more than 5% of the outstanding shares of
the Company's Common Stock, (ii) each director and nominee for director of the
Company and each executive officer of the Company named in the Summary
Compensation Table below, and (iii) all directors and executive officers as a
group. Unless otherwise specified, the named beneficial owner has sole voting
and investment power. The information in the table below was furnished by the
persons listed.
2
<PAGE>
<TABLE>
<CAPTION>
Amount Beneficially Percent
Name of Beneficial Owner Owned of Class(1)
------------------------ ------------------------ -----------
<S> <C> <C>
Dimensional Fund Advisors Inc. ................ 303,433(2) 6.0
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Donald F.U. Goebert ........................... 1,539,763(3)(4)(5) 30.0
400 Willowbrook Lane
West Chester, PA 19382
Richard K. Laird .............................. 52,400(5) *
Ralph R. Whitney, Jr .......................... 20,469(5) *
Buck Scott .................................... 25,000(5) *
James C. Gale ................................. 30,000(5) *
George N. Benjamin, III ....................... 16,225(5) *
Robert L. MacDonald ........................... 10,000(5) *
William P. Kelly .............................. 5,875(5) *
All executive officers and directors as a group
(10 persons) ............................... 1,706,732(3)(4)(6) 32.7
</TABLE>
- ---------------------
* Less than 1%
(1) Based upon 5,046,156 outstanding shares as of April 16, 1999 and, with
respect to each holder of options exercisable within 60 days, the shares
represented by such options.
(2) According to the Schedule 13G filed by Dimensional Fund Advisors Inc. (the
"Reporting Person") dated February 12, 1999, the Reporting Person had sole
voting power and sole investment power with respect to all of the reported
shares, and all of the reported shares were owned by advisory clients of
the Reporting Person. The Reporting Person disclaimed beneficial ownership
of the reported shares.
(3) Includes 90,942 shares owned by Chester County Fund, Inc., the majority
shareholder of which is Mr. Goebert and 60,000 shares owned by a
partnership controlled by Mr. Goebert. Also includes 11,840 shares held in
trust for Mr. Goebert's children.
(4) Includes 23,366 shares held in a custodial account for the Company's
Employee Stock Purchase Program, of which Mr. Goebert is a Custodian, and
789 shares held in a Trust under the Company's 401(k) Retirement-Investment
Plan, of which Mr. Goebert is a Trustee.
3
<PAGE>
(5) Share ownership of the following persons includes shares subject to
immediately exercisable options or options exercisable within 60 days as
follows:
Donald F. U. Goebert 100,000 shares
Richard K. Laird 37,500 shares
Ralph R. Whitney, Jr. 10,000 shares
Buck Scott 10,000 shares
James C. Gale 10,000 shares
George N. Benjamin, III 13,125 shares
Robert L. MacDonald 10,000 shares
William P. Kelly 1,875 shares
(6) Includes an aggregate of 192,500 shares subject to immediately exercisable
options or options exercisable within 60 days held by executive officers
and directors as a group.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding compensation paid
during each of the last three years to Messrs. Laird and Kelly, who served as
the Company's President and Chief Executive Officer and Vice President Finance
and Chief Executive Officer, respectively, during 1998. No other executive
officer of the Company was paid salary and bonus compensation which exceeded
$100,000 during 1998.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation Awards
------------------- -----------------------------
Number of
Other Annual Securities All Other
Name and Salary Bonus Compensation Underlying Compensation
Principal Position Year ($) ($) ($)(1) Options(#) ($)
------------------ ---- ------ ------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard K. Laird 1998 $232,692 -- -- 100,000 --
President and CEO (2) 1997 11,538 -- -- 100,000 --
1996 -- -- -- -- --
William William P. Kelly 1998 115,535 -- -- _______ --
Vice President Finance and 1997 96,746 -- -- _______ --
Chief Financial Officer 1996 72,000 -- -- _______ --
</TABLE>
- -------------------
(1) Neither of the named executive officers received any other annual
compensation not categorized as salary or bonus except for perquisites and
other personal benefits which in the aggregate did not exceed the lesser of
$50,000 or 10% of the total annual salary and bonus reported for such named
executive officer.
4
<PAGE>
(2) Under the terms of Mr. Laird's employment he was granted options under the
Company's 1997 Stock Option Plan for the purchase of 100,000 shares of
Common Stock upon the commencement of his employment and is to be granted
options for additional increments of 50,000 shares six months, twelve
months, eighteen months and twenty-four months thereafter. Such options
will be granted at the then current market value of the shares. The options
granted and to be granted will become exercisable as to increments of 25%
of the optioned shares on the first, second, third and fourth year
anniversaries of the date of the grant. In the event of a change in
control, as defined in the option agreements, 50% of any otherwise unvested
options shall become vested and exercisable. Mr. Laird shall also be
eligible to receive a bonus of up to 50% of his salary upon attaining
earnings per share and/or share price goals or other performance criteria
to be mutually agreed upon with the Board of Directors.
Stock Option Grants
The following table contains information concerning the grant of stock options
under the Company's 1997 Stock Option Plan to the executive officers named in
the Summary Compensation Table above (the "Named Officers") during 1998.
Option Grants in 1998
Individual Grants
<TABLE>
<CAPTION>
Potential Realizable
Number of Value at Assumed
Securities Percent of Total Exercise Annual Rates of Stock
Underlying Options Granted or Base Option Term (3)
Options Granted to Employees in Price Expiration -----------------------
Name (#)(1) 1998 ($/Sh) Date(2) 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard K. Laird 50,000 19.2% $3.94 6/1/03 $55,000 $120,000
50,000 19.2% $1.50 12/1/03 $27,000 $ 58,500
William P. Kelly 0 0 -- -- -- --
</TABLE>
- -------------------
(1) These are options granted under the 1997 Stock Option Plan to acquire
shares of Common Stock. Options with respect to 64,000 shares are incentive
stock options ("ISOs") under ss.422 of the Internal Revenue Code of 1986,
as amended, and options with respect to 36,000 shares are non-qualified
stock options. The options are exercisable with respect to increments of
25% of the optioned shares (prorated among the ISOs and the non-qualified
options) as of the first, second, third and fourth anniversaries of the
option grant date. These options were granted at fair market value on the
date of the grant.
(2) These options could expire earlier in certain situations.
(3) The potential realizable value of the options granted in 1998 was
calculated by multiplying those options by the excess of (a) the assumed
market value, at June 1, 2003 and December 1, 2003, of Common Stock if the
market value of Common Stock were to increase 5% or 10% in each year of the
options' 5-year term over (b) the base price shown. This calculation does
not take into account any taxes or other expenses which might be owed. The
5% and 10% appreciation rates are set forth in the Securities and Exchange
Commission Rules and no representation is made that the Common Stock will
appreciate at these assumed rates or at all.
The Company does not currently have (and has not previously had) any plan
pursuant to which any stock appreciation rights ("SARs") may be granted.
5
<PAGE>
Stock Option Exercises and Holdings
The following table sets forth information relating to options exercised during
1998 by each of the Named Officers and the number and value of options held on
December 31, 1998 by such individuals.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1998 and Option Values at December 31, 1998
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money Options at
on Options at Dec. 31, 1998 (#) Dec. 31, 1997 ($)(1)
Exercise Value ----------------------------- -----------------------------
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard K. Laird (2) 0 0 25,000 175,000 $ 0 $1,500
William P. Kelly (3) 0 0 1,250 1,250 0 0
</TABLE>
- ---------------
(1) Total value of unexercised options is based upon the difference between the
last sales price of the Company's Common Stock on the NASDAQ on December
31, 1998, which was $1.53 per share, and the exercise price of the options,
multiplied by the number of option shares.
(2) Options granted under the 1997 Stock Option Plan.
(3) Options granted under the Company's 1988 Stock Plan.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's compensation program for the Named Officers, as well as for its
other executive officers, is administered by the Board of Directors with the
advice and counsel of the Compensation Committee of the Board. The members of
the Compensation Committee provide such advice and counsel through their
participation as directors in meetings of the Board and as members of the
Committee in meetings of the Committee held separate and apart from meetings of
the Board. During 1998, the Compensation Committee consisted of two outside
directors, James C. Gale, Chairman, and George N. Benjamin, III., who are
nominees for reelection as directors. The Compensation Committee did not hold
any separate meetings during 1998.
The Company's officer compensation is composed of base salary, incentive
compensation in the form of an annual cash bonus and discretionary long-term
incentive compensation in the form of stock options. Each officer is also a
participant in medical life insurance, non-contributory 401(k) and other plans
which are generally made available to employees of the Company or of the
business units managed by such officer.
6
<PAGE>
The Compensation Committee and the Board of Directors strive to offer to the
Company's officers a compensation package consisting of base salary and
incentive compensation which will attract, retain, motivate, and reward talented
executives. To achieve its objectives, the Committee and the Board evaluate the
performance of the Company's officers and consider data on other companies in
its industry which are comparable in size, location and financial performance.
The Committee and the Board intend to base a significant portion of the
compensation of senior executives upon the Company's financial success so that
the Company's officers are rewarded on the same basis as the Company's
shareholders.
Consistent with the compensation objectives of the Committee and the Board, the
use of stock options has been a material part of the compensation package for
the Company's President and Chief Executive Officer. The compensation package
agreed upon for the employment of Mr. Laird as President and Chief Executive
Officer included, in addition to his salary, the grant to him, upon commencement
of employment, of an option under the Company's 1997 Stock Option Plan for the
purchase of up to 100,000 shares of the Company's Common Stock, and for the
grant to him of additional options for increments of up to 50,000 shares each
six months, twelve months, eighteen months and twenty-four months thereafter.
Such options will vest and become exercisable during his employment at the rate
of 25% of the optioned shares on each of the first, second, third and fourth
anniversaries of the grant date. Stock options, constituting a less material
element of overall compensation, have also been granted to William P. Kelly, the
other Named Officer, and to other key employees of the Company and its
subsidiaries.
The compensation packages agreed upon for the employment of David Storey, Chief
Operating Officer, and Robert Jacobson, Senior Vice President of Sales and
Marketing, include, in addition to their salaries, grants upon commencement of
employment of options to purchase up to 100,000 and 60,000 shares, respectively,
of the Company's Common Stock. These options vest and become exercisable during
the term of employment at a rate of 25% on each of the first, second, third and
fourth anniversaries of the grant date.
From time to time the Board, upon the recommendation of the Committee,
implements bonus plans or grants discretionary bonus payments to its executive
and other officers based upon performance criteria and the results of the
Company's operations. It is the continuing philosophy of the Compensation
Committee to include corporate goals, stock price, and financial results
measured by return on shareholder equity as determinants of total executive
compensation. The terms of Mr. Laird's employment provide for the payment of a
bonus of up to 50% of his salary based upon earnings and/or share price goals or
other performance criteria to be mutually agreed upon with the Board of
Directors.
The Internal Revenue Code provides that publicly-held corporations may not
deduct, for federal income tax purposes, non-performance based compensation for
its chief executive officer and certain other executive officers to the extent
that such compensation exceeds $1,000,000 for the executive. The Compensation
Committee and the Board intend to take such actions as are appropriate to
qualify compensation paid to executives for deductibility under these recent
amendments. In this regard, base salary and bonus levels are expected to remain
well below the $1,000,000 limitation in the foreseeable future. Options granted
under the Company's Stock Option Plans are designed to constitute
performance-based compensation, which would not be included in calculating
compensation for purposes of the $1,000,000 limitation.
7
<PAGE>
Members of the Compensation Committee
James C. Gale, Chairman George N. Benjamin, III
Compensation Committee Interlocks and Insider Participation
During 1998, the Compensation Committee of the Company's Board of Directors was
composed of independent, outside directors, Messrs. Gale and Benjamin. As noted
above, the Company's compensation program for its executives is administered by
the Board of Directors with the advice and counsel of the Compensation
Committee. As a result, Mr. Laird provides input to the deliberations by the
Committee and the Board concerning executive compensation. Mr. Laird did not
vote as a member of the Board in the Board action which affected his
compensation.
STOCK PERFORMANCE GRAPH
The graph below compares the five-year cumulative total shareholder return on
the Company's Common Stock with the five-year cumulative total return of the
Nasdaq Stock Index, U.S. ("Nasdaq") and the Nasdaq non-financial stocks index
("Composite").
[STOCK PRICE PERFORMANCE GRAPH]
In the printed document, there is a line chart representing the following:
Annual Returns Endings
December 31,
NASDAQ COMPOSITE COMPANY
------ --------- -------
1993 100.0 100.0 100.0
1994 97.6 96.2 84.8
1995 138.3 134.0 73.9
1996 170.0 162.8 58.7
1997 208.6 191.0 131.5
1998 293.2 279.8 26.6
8
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees for Election
In accordance with the By-Laws of the Company, the Board of Directors has
determined the size of the Board at seven directors. At the Meeting, the
shareholders will elect seven directors to hold office until the Annual Meeting
of Shareholders in 2000, and until their respective successors are duly elected
and qualified. Unless contrary instructions are given, the shares represented by
a properly executed proxy will be voted "FOR" the election of the following
nominees: Donald F.U. Goebert; Richard K. Laird; Buck Scott; Robert L.
MacDonald; Ralph R. Whitney, Jr.; James C. Gale; and George N. Benjamin, III.
All of the nominees are currently members of the Board of Directors of the
Company.
The Board of Directors believes that the nominees will be able to serve as
directors. If any nominee is unable to serve, the person's name in the enclosed
proxy will vote the shares they represent for the election of such other person
as the Board of Directors may recommend, unless the Board of Directors reduces
the number of directors.
Directors and Executive Officers
Set forth below is certain information concerning the nominees for election as
directors and the Company's executive officers:
<TABLE>
<CAPTION>
Principal Occupation
Name Age During Past Five Years Directorships
---- --- ---------------------- -------------
<S> <C> <C> <C>
Donald F.U. Goebert 62 President, Chester County Fund, Inc. since Investors Insurance Group, Inc.
1968; Chairman of the Board of Directors and
a Director of the Company and its
predecessor since March 1968; President of
the Company's predecessor from March 1968 to
October 1988 and President and CEO of the
Company April 1993 to December 1997.
Richard K. Laird 51 President and CEO of the Company since
December 1997; Executive Vice President and
Chief Operating Officer of Antec Corp.
(communications electronics) from January
1994 to December 1996; Chairman and
CEO of Keptel Inc. (communications electronics)
1983 to January 1994. Director since
December 1997.
Buck Scott 69 Private investor since January 1995;
President of Electrical Energy Enterprises,
Inc. from 1991 through 1994. Director of
Company since 1980 (including its
predecessor).
Robert L. MacDonald 71 Retired, Director of Financial Aid Wharton
Graduate Division and Lecturer in
Management, Wharton School, University of
Pennsylvania 1953 to March
1993. Director of Company
since February 1991.
Ralph R. Whitney, Jr. 64 President and CEO of Hammond Kennedy Whitney IFR Systems, Inc.; Excel
& Co., Inc. (private investor) since January, Industries, Inc.; Baldwin
1971; Director of Company since January 1992. Technologies Inc.; Control
Devices, Inc.; Selas
Corporation of America
9
<PAGE>
<CAPTION>
Principal Occupation
Name Age During Past Five Years Directorships
---- --- ---------------------- -------------
<S> <C> <C> <C>
James C. Gale 49 Managing Director of Sanders, Morris and Latshaw Enterprises, Inc.
Mundy (investment banking and management)
from September 1998 to present.
Managing Director of Gruntal & Co., LLC
(investment banking) from 1991 to September
1998. Director of Company since October 1993.
George N. Benjamin, III 61 President and CEO of BICC Cables Corp. since
September 1998; President, BICC Brand-Rex
Co. and Vice President, BICC Cables Corp.
since June, 1997; Management Consultant and
Partner in Trig Systems, LLC since July
1987; President and CEO of Tie
Communications, Inc. from April 1992 to
November 1995; Group Vice President of The
Marmon Group, Inc. prior to April 1992;
Director since January 1996.
William P. Kelly 42 Vice President Finance and Chief Financial
Officer of the Company since July 1997; Vice
President Finance and Chief Financial
Officer of the Company's subsidiary RELM
Communications, Inc. from October 1995 to
June 1997; Director of International Finance
of Harris Corp. Semiconductor Sector (semiconductor
manufacturers) from January 1993 to October 1995.
David Storey 46 Executive Vice President and Chief Operating
Officer of the Company since June 1998;
Senior Vice President of Manufacturing of
Antec Corp. (communications electronics) from
January 1994 to June 1998.
Robert Jacobson 39 Senior Vice President of Sales & Marketing
of the Company since August 1998; Director,
U.S. Sales, of RF Communications (a division
of Harris Corp.) (defense communications) from
April 1994 to August 1998; Director, Field
Operations, of RF Communications from January
1990 to April 1994.
</TABLE>
Required Vote
The directors are to be elected by the affirmative vote of the holders of a
plurality of the shares entitled to vote and present in person or represented by
proxy at the Meeting. Nominee holders that do not receive instructions are
entitled to vote in the Election of Directors. Votes withheld from the Election
of Directors will have no effect, because they will not represent votes cast at
the Meeting for the purpose of electing directors.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES AS DIRECTORS.
Meetings and Committees of the Board of Directors
The Board of Directors has a Compensation Committee and an Audit Committee.
The Company does not have an Executive Committee or Nominating Committee.
10
<PAGE>
Messrs. Gale and Benjamin served as members of the Compensation Committee during
1998. The primary function of the Compensation Committee is compensation review
with respect to the principal executive officers of the Company. The members of
the Compensation Committee provide advice and counsel to the Board of Directors
through their participation as directors in meetings of the Board and as members
of the Committee in meetings of the Committee held separate and apart from the
meetings of the Board. The Compensation Committee also serves as the Committee
that administers the Company's 1996 Stock Option Plan for Non-Employee Directors
(the "1996 Director Plan") and 1997 Stock Option Plan. The Compensation
Committee did not hold any separate meetings during 1998.
Messrs. Scott, MacDonald, Whitney and Gale served as members of the Audit
Committee during 1998. The primary function of the Audit Committee is to meet
with the Company's independent public accountants, counsel and management to
discuss the scope and results of the annual audit, internal accounting
procedures and certain other questions of accounting policy. The Audit Committee
held 2 meetings during 1998.
The Board of Directors held 5 meetings in 1998. No member of the Board of
Directors attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by all
committees of the Board of Directors on which such director served.
Compensation of Directors
During 1998 the Company paid to each of its non-employee directors meeting fees
of $1,000 for attendance at each Board meeting and $500 for attendance at each
meeting of any committee of the Board of Directors which is not held in
conjunction with a meeting of the Board. Beginning with the 1997 fiscal year, as
a result of approval by the shareholders of the 1996 Director Plan, compensation
for non-employee directors was modified to provide for the grant of stock
options in lieu of a quarterly retainer for service as a director. Pursuant to
the terms of the 1996 Director Plan, beginning in 1997, a grant of a stock
option for the purchase of 5,000 shares is made to each non-employee director on
the date of each annual meeting of shareholders at which such person is elected
or reelected as a director (or if such annual meeting has not been held by June
30 of such year such grant is made as of such June 30 to each such person who
has been a non-employee director for at least three months). Such options are
granted at an exercise price equal to the fair market value of the Common Stock
on the date of grant, become fully exercisable eleven months after the date of
the grant or, if earlier, upon a change of control as defined in the 1996
Director Plan and expire five years from the date of the grant or earlier in the
event service as a director ceases. Such options were granted to the Company's
non-employee directors as of June 30, 1998 at an exercise price of $3.06 per
share.
11
<PAGE>
CERTAIN TRANSACTIONS
During 1997 the Board of Directors approved the sale to affiliates of Mr.
Goebert of the real estate which consisted of most of the remaining assets of
the Company's commercial real estate operations, which the Company elected to
discontinue in 1994. These properties constituted land located in the Naaman's
Creek Center. Four of the properties were sold during 1997 for an aggregate
purchase price, after adjustment, of $1,733,000 which was paid at closing by
payment in cash of $1,533,000 and delivery to the Company of a seven year, 7%
promissory note in the amount of $200,000. The promissory note was paid in 1998.
The Company's cost basis in these properties was $1,965,114 and the purchase
price was determined based upon their market value as determined by independent
appraisal. In April 1998 additional property was sold to the same purchasers for
$1,067,000. The purchase price was determined based upon the market value as
determined by independent appraisal. The Company's basis in this property was
approximately the same as the selling price.
In general, the Company believes that the terms of the transaction described in
this section are at least as favorable as those that might have been obtained
from unaffiliated third parties.
INFORMATION CONCERNING INDEPENDENT AUDITORS
The firm of Ernst & Young LLP ("Ernst & Young") served as independent auditors
for the Company's 1998 fiscal year and has been engaged by the Board of
Directors as independent auditors for the Company's current fiscal year.
Representatives of Ernst & Young are expected to be present at the Meeting and
will have the opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
The financial statements of the Company for its 1996 fiscal year were audited by
the firm of MacDade Abbott LLP ("MacDade"). Effective November 13, 1997 the
Company engaged Ernst & Young as its independent auditors for its 1997 fiscal
year. The decision to change certifying accountants was approved by the Board of
Directors acting upon the recommendation of the Audit Committee. During the two
most recent fiscal years which were audited by MacDade and during each
subsequent interim period, MacDade's reports on the Company's financial
statements contained no adverse opinion or disclaimer of opinion nor were any of
the opinions contained therein qualified or modified as to uncertainty, audit
scope, or accounting principles, nor was there any disagreement between the
Company and MacDade on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of MacDade, would have caused
MacDade to make reference to the subject matter of disagreement in connection
with MacDade's report.
During the Company's two most recent fiscal years and each subsequent interim
period preceding the date of engagement of Ernst & Young, the Company did not
engage Ernst & Young as a consultant with respect to any matter or otherwise
engage the services of Ernst & Young. The Company's engagement of Ernst & Young
replacing MacDade was previously reported in its Form 8-K/A Current Report dated
December 2, 1997 filed with the Securities and Exchange Commission.
12
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of the Company's Common
Stock (collectively, the "Reporting Persons") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and to furnish
the Company with copies of these reports. Based on the Company's review of the
copies of these reports received by it, and from written representations
received from the Reporting Persons, the Company believes that, with the
exception of the filing by David Storey and Robert Jacobson, in each case, of an
initial statement of beneficial ownership more than ten days after his
appointment as an executive officer of the Company, all filings required to be
made by the Reporting Persons for the period January 1, 1998 through December
31, 1998 were made on a timely basis.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual meeting of
shareholders in 2000 must be received by the Company at its principal office in
West Melbourne, Florida, no later than December 24, 1999 in order to be
considered for inclusion in the Company's Proxy Statement and form of proxy
relating to that meeting.
OTHER MA][]TTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters other than the Election of Directors which will be presented for
consideration at the Meeting. If any other matter or matters are properly
brought before the Meeting or any adjournment thereof, the persons named in the
accompanying Proxy will have discretionary authority to vote, or otherwise act,
with respect to such matters in accordance with their judgment.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY
STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST RECENT FISCAL
YEAR, SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO WILLIAM P. KELLY, VICE
PRESIDENT OF FINANCE, OF THE COMPANY, AT THE ADDRESS OF THE COMPANY APPEARING ON
THE FIRST PAGE OF THIS PROXY STATEMENT.
13
<PAGE>
RELM WIRELESS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF RELM WIRELESS CORPORATION
The undersigned, a holder of Common Stock of RELM WIRELESS CORPORATION,
hereby constitutes and appoints DONALD F.U. GOEBERT and WILLIAM P. KELLY, and
each of them acting individually, as the attorney and proxy of the undersigned,
with full power of substitution, for and in the name and stead of the
undesigned, to attend the Annual Meeting of Shareholders of the Company to be
held on Monday, June 14, 1999 at 9:00 a.m., at the offices of RELM
Communications, Inc. 7505 Technology Drive, West Melbourne, Florida, and any
adjournment of postponement thereof, and thereat to vote all shares of Common
Stock which the undersigned would be entitled to vote if personally present, as
follows:
(Please sign and date on reverse side)
<PAGE>
------------------------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN & DATE IT ABOVE
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
RELM WIRELESS CORPORATION
June 14, 1999
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
A |X| Please mark your vote as in this example.
VOTE FOR WITHHOLD
EACH OF THE AUTHORITY NOMINEES FOR ELECTION AS
NOMINEES FOR ALL DIRECTORS:
LISTED AT RIGHT NOMINEES
Donald F.U. Goebert
1. ELECTION |_| |_| Richard K. Laird
OF Buck Scott
DIRECTORS Robert L. MacDonald
INSTRUCTIONS: To withhold authority to Ralph R. Whitney, Jr.
vote for any individual nominee, write James C. Gale
that Nominee's name on the line provided George N. Benjamin, III
below:
- ------------------------------------------
2. DISCRETIONARY AUTHORITY
To transact such other business as may properly come before the Meeting and
any adjournment thereof according to the proxies discretion and in their
discretion.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED FOR EACH OF THE SEVEN NOMINEES FOR ELECTION AS DIRECTORS.
The undersigned hereby acknowledges receipt of the notice of annual meeting
and proxy statement of RELM Wireless Corporation.
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID
RETURN ENVELOPE.
Signature _________________________________________
Signature _________________________________________ Dated:_____________, 1999
IF SHARES HELD JOINTLY
NOTE: Please mark, date and sign exactly as your name appears on this proxy
card. When shares are held jointly, both holders should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If the holder is a corporation or
partnership, the full corporate or partnership name should be signed by
a duly authorized officer.
<PAGE>
