Exhibit 4(c)
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT
(OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES),
OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY
TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
No. W-100
Warrant Certificate
RELM WIRELESS CORPORATION
This warrant certificate certifies that Janney Montgomery Scott LLC
("JMS"), or its registered assigns, is the registered holder of Warrants
representing the right to purchase One Hundred Sixty-Six Thousand One Hundred
Fifty-Three (166,153) shares (the "Underlying Shares") of common stock, par
value $.60 per share (the "Common Stock") of Relm Wireless Corporation (the
"Company") in accordance with the terms of that certain Warrant Agreement dated
May 12, 2000 between the Company and JMS (the "Warrant Agreement"). The Warrants
with respect to the Underlying Shares expire on May 11, 2005 (the "Underlying
Share Expiration Date"). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Warrant Agreement.
The Warrants shall be exercisable at the earlier of (i) the approval by the
shareholders of the Company, at the Annual Meeting of Shareholders to be held in
the year 2000, of a financing plan developed by the Company and JMS, and (ii)
September 16, 2000 (the "Initial Exercise Date"). The Warrants entitle the
registered holder, upon exercise from time to time from 9:00 a.m. New York City
time on or after the Initial Exercise Date until 5:00 p.m. New York City time on
the Underlying Share Expiration Date, to purchase Underlying Shares at an
exercise price per Underlying Share of $3.25 (the "Underlying Share Purchase
Price") in lawful money of the United States of America upon surrender of this
certificate and (i) delivery of a completed and signed Subscription Form and
payment of the Underlying Share Purchase Price, or (ii) delivery of a completed
and signed Cashless Exercise Form, all in accordance with the terms of the
Warrant Agreement. The Underlying Share Purchase Price and the number of
Underlying Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.
<PAGE>
The Warrants with respect to the Underlying Shares may not be exercised
after 5:00 p.m. on the Underlying Share Expiration Date, and, to the extent not
exercised by such time, the Warrants shall become void.
This warrant certificate shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws
principles thereof. Any controversy or claim arising out of or relating to this
Warrant Certificate or the Warrant Agreement, or the breach thereof, shall be
settled by arbitration in the City, County and State of New York in accordance
with the Commercial Arbitration Rules of the American Arbitration Association as
supplemented by its Large Complex Case Procedures, and judgment upon the award
may be entered in any court having jurisdiction thereof. The prevailing party,
as determined by the arbitrators, shall be entitled to receive an award of its
reasonable attorneys' fees, costs and disbursements.
IN WITNESS WHEREOF, Relm Wireless Corporation has caused this warrant
certificate to be signed by its duly authorized officers.
Dated: May 12, 2000
RELM WIRELESS CORPORATION
By: /s/ Richard K. Laird
-------------------------------------
Name: Richard K. Laird
Title: President and Chief Executive Officer
By: /s/ William P. Kelly
------------------------------------------
Name: William P. Kelly
Title: Vice President and Chief Financial Officer
2
