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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q / A-1
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
--
EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED September 30, 2000
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OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD From _____________ to ________________
Commission file number 0-7336
RELM WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 04-2225121
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7100 Technology Drive
West Melbourne, Florida
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(Address of principal executive offices)
32904
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(Zip Code)
Registrant's telephone number, including area code: (321) 984-1414
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Common Stock, $.60 Par Value - 5,321,174 shares outstanding as of October 20,
2000
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<PAGE>
PART I- FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
RELM WIRELESS CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
------------- ------------
<S> <C> <C>
(Unaudited) (see note 1)
ASSETS
------
Current assets:
Cash and cash equivalents $ 133 $ 1
Accounts receivable, net 3,213 1,966
Inventories 9,419 10,211
Notes receivable 802 400
Prepaid expenses and other current 627 501
Investment securities - trading - 1
------------- -------------
Total current assets 14,194 13,080
Property and equipment, net 3,981 8,024
Notes receivable 893 1,295
Debt issuance costs, net 725 -
Other assets 565 454
------------- -------------
Total assets $ 20,358 $ 22,853
============= =============
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS - Continued
RELM WIRELESS CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands except share data)
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
--------------- -------------
(Unaudited) (see note 1)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------
Current Liabilities:
Current maturities of long-term liabilities $ 1,577 $ 1,807
Accounts payable 3,349 4,447
Accrued compensation and related taxes 613 514
Accrued expenses and other current liabilities 882 636
--------------- ------------
Total current liabilities 6,421 7,404
Long-term liabilities:
Loan, notes and mortgages 3,281 8,281
Convertible subordinated notes 3,150 -
Capital lease obligations 224 791
--------------- ------------
6,655 9,072
Stockholders' equity:
Common stock; $.60 par value; 10,000,000 authorized shares:
5,321,174 and 5,090,405 issued and outstanding shares at
September 30, 2000 and December 31, 1999, respectively 3,192 3,053
Additional paid-in capital 21,442 20,195
Accumulated deficit (17,352) (16,871)
--------------- ------------
Total stockholders' equity 7,282 6,377
--------------- ------------
Total liabilities and stockholders' equity $ 20,358 $ 22,853
=============== ============
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS - continued
RELM WIRELESS CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------------------- -------------------------
<S> <C> <C> <C> <C>
September 30 September 30 September 30 September 30
2000 1999 2000 1999
---------------- -------------- -------------- -----------
Sales $ 5,958 $ 5,120 $ 15,712 $ 18,710
Expenses
Cost of sales 4,283 3,762 11,572 13,342
Selling, general & administrative 1,907 1,655 5,312 5,301
---------- ---------- ---------- -----------
6,190 5,417 16,884 18,643
---------- ---------- ---------- -----------
Operating income (loss) (232) (297) (1,172) 67
Other income (expense):
Interest expense (213) (282) (735) (810)
Gain on sale of facility - - 1,165 -
Net gains on investments - - - 48
Other income 115 281 261 530
---------- ---------- ---------- -----------
Net loss $ (330) $ (298) $ (481) $ (165)
========== ========== ========== ===========
Loss er share-basic and diluted $ (0.06) $ (0.06) $ (0.09) $ (0.03)
========== ========== ========== ===========
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS - continued
RELM WIRELESS CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
---------------------
September 30 September 30
2000 1999
------------- -------------
<S> <C> <C>
Cash used by operations $ (169) $ (2,807)
Investing activities:
Cash paid for Uniden product line (2,016) -
Property and equipment purchases (217) (634)
Proceeds from disposals of assets 5,246 -
Proceeds from sale of marketable securities - 748
Collections on note receivable 6 400
Other - (47)
----------- -------------
Cash provided by investing activities 3,019 467
Financing activities:
Net change in line of credit (1,141) 1,644
Proceeds from long term debt 3,250 1,849
Payment of long term debt (4,551) (1,549)
Payment of debt issuance costs (280) -
----------- -------------
Cash provided (used) by financing activities (2,722) 1,944
Increase (decrease) in cash 128 (396)
Cash and cash equivalents at beginning of period 1 464
----------- -------------
Cash and cash equivalents at end of period $ 129 $ 68
=========== =============
Supplemental disclosure:
Interest paid $ 735 $ 810
=========== =============
Non-cash transactions:
Common stock and common stock warrants
payable for debt issuance and acquisition costs $ 1,059 $ -
=========== =============
Warrants issued for consulting services $ 226 $ -
=========== =============
Common stock issued for conversion of debt $ 100 $ -
=========== =============
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands except share data)
1. Condensed Consolidated Financial Statements
The condensed consolidated balance sheet as of September 30, 2000, the
condensed consolidated statements of operations for the three and nine
months ended September 30, 2000 and 1999 and the condensed consolidated
statements of cash flows for the nine months ended September 30, 2000 and
1999 have been prepared by RELM Wireless Corporation (the Company), without
audit. In the opinion of management, all adjustments (which include normal
recurring adjustments) necessary for a fair presentation have been made.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's December
31, 1999 Annual Report to Stockholders. The results of operations for the
three and nine month period ended September 30, 2000 are not necessarily
indicative of the operating results for a full year.
The Company maintains its records on a calendar year basis. The Company's
first, second, and third quarters normally end on the Friday closest to the
last day of the last month of such quarter, which was September 29, 2000
for the third quarter of fiscal 2000. The quarter began on July 1, 2000.
Certain prior period amounts have been reclassified to correspond to the
current period presentation.
2. Significant Events and Transactions
Acquisition of Product Line
On March 13, 2000, the Company completed the acquisition of certain private
radio communication products from Uniden America Corporation (Uniden) for
$1,864 which included assumption of certain liabilities related to the
product line. Additionally, the Company incurred acquisition costs of $639.
The entire purchase price was allocated to tooling and inventory based on
their estimated fair values, pending final determination of certain
acquired balances. Uniden will continue to provide manufacturing support
for certain Uniden land mobile radio products, which will be marketed by
the Company. Acquisition costs included grants of 150,000 shares at $3.25
per share of the Company's common stock valued at $488.
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS - continued
Significant Events and Transactions - Continued
Private Placement
On March 16, 2000, the Company completed the private placement of $3,250 of
convertible subordinated notes. The notes earn interest at 8% per annum,
are convertible at $3.25 per share, and are due on December 31, 2004. The
registration of the common stock shares underlying the convertible notes
was effective on June 16, 2000. Portions of the proceeds from this private
placement were used to acquire the Uniden land mobile radio products.
The debt issuance costs included grants to Simmonds Capital Limited of
50,000 shares at $3.25 per share of the Company's common stock valued at
$163 and warrants to purchase 300,000 shares of the Company's common stock
valued at $409. The warrants have a five year term and an exercise price of
$3.25 per share. Additionally, the Company incurred approximately $778 in
costs related to the private placement. These costs are currently being
amortized on a straight-line basis over the life of the notes.
Sale of West Melbourne, Florida Facility and Completion of Manufacturing
Agreement
On March 24, 2000, the Company completed the sale of its 144 square foot
facility located in West Melbourne, Florida for $5,600. The gain of
approximately $1,165 is reflected in the statement of operations for the
nine month period ended September 30, 2000. Additionally, the Company
secured a lease for a nearby facility that is approximately 54 square feet
in size.
The Company has entered into a contract manufacturing agreement for the
manufacture of certain land mobile radio subassemblies. Under this
agreement, the contract manufacturer employed sixty-eight of the Company's
direct manufacturing workforce and agreed to purchase certain existing raw
material inventories from the Company as needed, based on material
requirements indicated by purchase orders for finished product placed by
the Company. Revenues are recognized as the contract manufacturer uses
these inventories. Until that time, they are treated as an asset of the
Company and are included in the Company's inventory reserve analysis.
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS - continued
Significant Events and Transactions - Continued
Investment Banking Services
The Company has engaged Janney Montgomery Scott (JMS) to provide certain
investment banking services. In connection with the engagement, the Company
granted warrants to JMS, valued at $226, to purchase 166,153 shares of the
Company's common stock at an aggregate purchase price of one hundred
dollars. In August, the Company expanded the scope of the engagement to act
as financial advisor in executing a program to enhance shareholder value.
This engagement stipulates a cash fee, calculated as a percentage of the
transaction value, to be paid by the Company to JMS upon closing a
transaction.
Note Receivable
On June 16, 2000, the owner of a former RELM subsidiary defaulted on its
obligations under a secured promissory note dated May 12, 1997. The
principal amount outstanding on the note is $1,600. Under the note,
principal payments of $400 each, together with all accrued and unpaid
interest were to be paid to the Company on June 16, 2000 and 2001, with a
final installment due on June 16, 2002. The note is secured pursuant to a
security agreement under which the former subsidiary has granted the
Company a lien and security interest in certain collateral. The Company's
security interest is subordinated to a security interest granted to the
former subsidiary's senior lender and is subject to a standstill agreement
with the senior lender. The principal of the former subsidiary has
guaranteed the prompt and complete payment of the note. The Company is
currently negotiating a resolution of this matter, which may include
payment of amounts due to RELM as well as a restructured schedule for
paying the remaining balance thereafter. There can be no assurance,
however, that a resolution will be reached between the parties or that, if
resolved, RELM will receive full payment of the principal and unpaid
interest on the note.
3. Inventories
The components of inventory, net of reserves totaling $1,934 at September
30, 2000 and December 31, 1999, consist of the following:
September 30 December 31
2000 1999
------------ ------------
Finished goods $ 5,314 $ 5,065
Work in process 1,030 1,645
Raw materials 3,075 3,501
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$ 9,419 $ 10,211
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<PAGE>
ITEM 1 - FINANCIAL STATEMENTS - continued
4. Stockholders' Equity
The consolidated changes in stockholders' equity for the nine months ended
September 30, 2000 are as follows:
<TABLE>
<CAPTION>
Common Stock Additional
------------------- Paid-In Accumulated
Shares Amount Capital Deficit Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1999 5,090,405 $ 3,053 $ 20,195 $ (16,871) $ 6,377
Common stock issued 200,000 120 531 651
Common stock warrants issued 635 635
Common stock issued 30,769 19 81 100
for conversion of debt
Net loss (481) (481)
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Balance at September 30, 2000 5,321,174 $ 3,192 $ 21,442 $ (17,352) $ 7,282
=========================================================================
</TABLE>
5. Loss Per Share
The following table sets forth the computation of basic and diluted loss
per share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------------- ----------------------------
September 30 September 30 September 30 September 30
2000 1999 2000 1999
------------------------- ---------------------------
<S> <C> <C> <C> <C>
Numerator:
Net loss (numerator for basic and
diluted loss per share) $ (330) $ (298) $ (481) $ (165)
--------------- ------------------ ----------------- --------------
Denominator:
Denominator for basic and diluted earnings
per share-weighted average shares 5,303,114 5,046,416 5,193,213 5,046,416
--------------- ------------------ ----------------- --------------
Basic and diluted loss per share $ (0.06) $ (0.06) $ (0.09) $ (0.03)
================ ================= ================== ===============
</TABLE>
The effect of dilutive securities is not included in the computation for
the three and nine months ended September 30, 2000 and September 30, 1999,
because to do so would be antidilutive.
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS - continued
6. Comprehensive Income (Loss)
The total comprehensive loss for the three and nine months ended September
30, 2000 was ($330) and ($481), respectively, compared to ($298) and ($165)
for the same periods in the previous year.
7. Real Estate Assets Held for Sale
The Company's remaining property held for sale was sold during the second
quarter of 1999. The real estate operations produced sales of $908;
selling, general and administrative expenses of $118; and operating income
of $790 for the nine months ended September 30, 1999.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
------------------------------------------------------------------
FINANCIAL CONDITIONS
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Results of Operations
As an aid to understanding the Company's operating results, the following
table shows each item from the consolidated statement of operations
expressed as a percentage of net sales:
<TABLE>
<CAPTION>
Percentage of Sales Percentage of Sales
----------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
<S> <C> <C> <C> <C>
September 30 September 30 September 30 September 30
2000 1999 2000 1999
------------ ------------ ------------ -----------
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 71.9 73.5 73.7 71.3
------------ ------------ ------------ -----------
Gross margin 28.1 26.5 26.3 28.7
Selling, general and
administrative expenses (32.0) (32.3) (33.8) (28.3)
Interest expense (3.5) (5.5) (4.7) (4.3)
Other income 1.9 5.5 9.1 3.1
------------ ------------ ------------ -----------
Net income (loss) (5.5)% (5.8)% (3.1)% (0.8)%
============ ============ ============ ============
</TABLE>
NET SALES
Net sales for the three months ended September 30, 2000 increased
approximately $0.8 million (16.4%) compared to the same period for the prior
year. Revenues for our core land mobile radio (LMR) products increased $1.0
million (21.9%) for the same period. This increase is due primarily to sales
of our BK LMR products to the U. S. Forest Service as a result of significant
forest fires during the period. Also, new revenues for our Uniden products
that were acquired earlier this year totaled approximately $0.2 million during
the third quarter 2000. Non-LMR revenues decreased $0.2 million as we exited
businesses and products that performed poorly or did not fit our strategic
focus in wireless communications. These businesses and products included
electronic components, consumer electronics, and commercial real estate.
Net sales for the nine months ended September 30, 2000 decreased approximately
$3.0 million (16.0%) compared to the same period for the prior year. Revenues
for our core LMR products remained at approximately the same level as the
previous year, totaling $15.1 million in 2000, compared to $15.2 million for
the same period in 1999. Non-LMR revenues decreased $2.9 million as we exited
businesses and products that performed poorly or did not fit our strategic
focus in wireless communications.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
-------------------------------------------------------------
AND FINANCIAL CONDITIONS-continued
---------------------------------
Cost of Sales and Gross Margin
Cost of sales as a percentage of net sales for the three months ended
September 30, 2000 was 71.9% compared to 73.5% for the same period in the
prior year. This improvement is primarily the result of our continued
actions to reduce manufacturing overhead costs while improving efficiency
and quality. Specifically, we have moved operations to a smaller, lower
cost facility and reduced both our direct and indirect workforce.
Additionally, we have out-sourced the surface-mount and other portions of
our front-end manufacturing processes as well as the production of our
newly acquired Uniden products.
For the nine months ended September 30, 2000, cost of sales as a percentage
of sales was 73.7% compared to 71.3% for the previous year. The percentage
for the prior year was favorably impacted by the sale of commercial real
estate totaling $908,000. The book value of the real estate was
significantly reduced in periods prior to 1999 as we increased valuation
allowances to reflect current market conditions at the time. Excluding this
sale, cost of sales for the prior year was 74.6%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A) consist of marketing,
sales, engineering, research and development, information systems,
accounting and headquarters expenses. For the three months ended September
30, 2000, SG&A expenses totaled $1,907,000 compared to $1,655,000 for the
same period during the prior year and $1,886,000 for the second quarter
2000. Compared to the prior year, we expanded our sales and marketing
efforts as a result of the acquisition of the Uniden PRC product line and
to support our planned entry into the government and public safety digital
markets. Also, we incurred additional legal fees, including those
pertaining to the default of our former Brazilian dealer. Lastly, we
incurred expenses related to the Uniden acquisition, financing initiatives,
and strategic alternatives.
For the nine months ended September 30, 2000, SG&A expenses totaled
$5,312,000 compared to $5,301,000 for the same period during the prior
year. Decreases in our overall SG&A workforce and other expenses were
offset by expenses related to expanding our sales and marketing efforts and
increased legal fees, as previously noted. During September 2000, we
further reduced our SG&A workforce and specific expenses. Also, certain new
product initiatives are largely completed, resulting in lower R&D expenses.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
-------------------------------------------------------------
AND FINANCIAL CONDITIONS-continued
----------------------------------
Interest Expense
For the three months ended September 30, 2000 interest expense totaled
$213,000 compared to $282,000 for the same period during the prior year.
For the nine months ended September 30, 2000 interest expense totaled
$735,000 compared to $810,000 for the same period during the prior year.
In March, we sold our West Melbourne, Florida facility and satisfied the
related note and mortgage, which totaled approximately $3.6 million. We
also issued $3.25 million in 8% subordinated convertible notes. Primarily
due to these transactions, as well as revenue growth during the third
quarter, we reduced the utilization of our revolving credit facility by
approximately $2.0 million as of September 30, 2000 compared to September
30, 1999.
Other Income
On March 24, 2000, we completed the sale of our 144,000 square foot
facility located in West Melbourne, Florida for $5.6 million. The
transaction resulted in a gain of approximately $1.2 million and provided
approximately $1.6 million in cash after related expenses and the
satisfaction of the mortgage on the property. We have leased approximately
54,000 square feet of comparable space at a nearby location.
Income Taxes
No income tax provision was provided for the three or nine months ended
September 30, 2000 as we have net operating loss carryforward benefits
totaling approximately $12.0 million at September 30, 2000. We have
evaluated our tax position in accordance with the requirements of SFAS No.
109, Accounting for Income Taxes, and do not believe that we meet the
more-likely-than-not criteria for recognizing a deferred tax asset and have
provided valuation allowances against net deferred tax assets.
Inflation and Changing Prices
Inflation and changing prices for the three and nine months ended September
30, 2000 and 1999 have contributed to increases in wages, facilities, and
raw material costs. Effects of these inflationary effects were partially
offset by increased prices to customers. We believe that we will be able to
pass on most of our future inflationary increases to our customers. We are
also subject to changing foreign currency exchange rates in the purchase of
some raw materials. We employ several methods to protect against increases
in cost due to currency fluctuations. It is not always possible to pass on
these effects. Competitors in the LMR markets are subject to similar
fluctuations.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
-------------------------------------------------------------
AND FINANCIAL CONDITIONS-continued
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Liquidity and Capital Resources
As of September 30, 2000, we had working capital of $7.8 million compared
with $5.7 million as of December 31, 1999. This increase was primarily the
result of 1) new product inventory that was part of our acquisition of
Uniden America's private radio communications product lines, 2) increased
accounts receivable as a result of improved revenues during August and
September 2000, 3) the successful private placement of $3.25 million in
subordinated convertible notes, and 4) the sale of our 144,000 square foot
facility in West Melbourne, Florida. Please see the notes to the condensed
consolidated financial statements for further information.
On June 16, 2000, the owner of a former RELM subsidiary defaulted on its
obligations under a secured promissory note dated May 12, 1997. (See Notes
To Condensed Consolidated Financial Statements). Under the note, a
principal payment of $400,000, together with accrued interest was to be
paid on June 16, 2000. The Company is currently negotiating a resolution of
this matter, which may include payment of amounts due to RELM as well as a
restructured payment schedule for the remaining unpaid balance. There can
be no assurance, however, that a resolution will be reached between the
parties or that, if resolved, RELM will receive full repayment of the
principal and unpaid interest on the note.
We have a $7.0 million asset-based revolving line of credit. As of
September 30, 2000, the formula under the terms of the agreement supported
a borrowing base totaling approximately $5.8 million, of which,
approximately $1.0 million was available.
Capital expenditures for property and equipment for the nine months ended
September 30, 2000 were $217,000 compared to $738,000 for the same period
during the prior year. The expenditures during the prior year related to
new product development projects, including tooling, that are now largely
completed.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
------- --------------------------------------------------------------
AND FINANCIAL CONDITIONS - continued
--------------------------------------
Forward-Looking Statements
This report 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 our operations,
economic performance and financial condition. Such statements involve known
risks, uncertainties and other factors that may cause our actual results,
performance or achievements, 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; our indebtedness;
quality of management, business abilities and judgment of our personnel;
the availability, terms and deployment of capital; and various other
factors referenced in this Report. The words "believe", "estimate",
"expect", "intend", "anticipate", "will", "may", "should" and similar
expressions and variations thereof identify certain of such forward-looking
statements. The forward-looking statements are made as of the date of this
Report, and we assume no obligation to update those forward-looking
statements or to update the reasons why actual results could differ form
those projected in the forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements.
<PAGE>
PART II- OTHER INFORMATION
ITEM 6. Exhibits and Reports of Form 8-K
a) The following documents are filed as part of this report:
3. exhibits: The exhibits listed below are filed as a part of, or
incorporated by reference in this report:
number Exhibit
------- ---------
27 Financial Data Schedule
b) Reports on Form 8-K
The Registrant filed reports on Form 8-K during the quarter ended
September 30, 2000 as follows:
(i) Report on Form 8-K reporting one Item 5 event filed on July 13,
2000.
(ii) Report on Form 8-K reporting one Item 5 event filed on August
15, 2000.
Pursuant to the requirements of securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
RELM WIRELESS CORPORATION
/s/ William P. Kelly
-------------------------
William P. Kelly
Chief Financial Officer and
December 14, 2000 Vice President - Finance
