UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Relm Wireless Corp.
______________________________________________________
(Name of Issuer)
Common Stock, $0.60 Par Value
______________________________________________________
(Title of Class of Securities)
759525108
____________________________________
(CUSIP Number)
March 31, 2000
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
--x- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.759525108 13G Page 2 of 10
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Private Equity Fund, L.P. F13-3916551
MG Advisers, L.L.C. F13-3916549
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware/New York
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 523,077 (from 1,700 cvt sub
SHARES prom Notes )
BENEFICIALLY ------------------------------------------------
OWNED BY (6) SHARED VOTING POWER None
EACH REPORTING -------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER 523,077 (from 1,700
cvt sub prom Notes)
------------------------------------------------
(8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
532,077 (from 1,700 cvt sub prom notes)
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
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CUSIP No. 759525108 13G Page 3 of 10
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 532,077
OWNED BY (from 1,700 cvt sub prom Notes)
EACH -------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER None
PERSON WITH: -------------------------------------------------
(8) SHARED DISPOSITIVE POWER 532,077
(from 1,700 cvt sub prom Notes)
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
532,077 (from 1,700 cvt sub prom Notes)
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
CUSIP No. 759525108 13G Page 4 of 10
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
David M. Greenhouse
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 532,077
OWNED BY (from 1,700 cvt sub prom Notes)
EACH -------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER None
PERSON WITH: -------------------------------------------------
(8) SHARED DISPOSITIVE POWER 532,077
(from 1,700 cvt sub prom Notes)
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
532,077 (from 1,700 cvt sub prom Notes)
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
Page 5 of 10 Pages
Item 1.
(a) Name of Issuer: RELM Wireless Corporation
(b) Address of Issuer's Principal Executive Offices:
7505 Technology Drive, West Melbourne, Fl. 32904
Item 2.
(a) Name of Person Filing: This statement is filed on behalf
of (i) Special Situations Private Equity Fund, L.P., a
Delaware limited partnership (the "Private Equity Fund"); (ii)
MG Advisers L.L.C., a New York limited liability company,
("MG"); (iii) Austin W. Marxe and (iv) David Greenhouse. Each
of the foregoing is hereinafter individually referred to as a
"Reporting Person" and collectively as the "Reporting
Persons."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons is 153 East 53 Street, New York, New York
10022.
(c) Citizenship: The Private Equity Fund is a Delaware
limited partnership and MG is a New York limited liability
company. Austin Marxe and David M. Greenhouse are United
States citizens. The business of the Private Equity Fund is
to acquire, purchase, invest in, sell, convey, transfer,
exchange and otherwise trade in principally equity and equity
related securities. The principal business of MG is to act as
general partner of and investment adviser to the Private
Equity Fund. The principal occupation of Austin W. Marxe
Page 6 of 10 Pages
and David Greenhouse is to serve as officers, directors and
members or principal shareholders of the Adviser.
2(d) Title of Class of Securities: See cover sheets.
2(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-2(b), check whether the person filing is
a:
(a) ( ) Broker or Dealer registered under section 15 of the
Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act;
(d) ( ) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d-
1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
Page 7 of 10 Pages
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 532,077 shares of Common
Stock are beneficially owned by Austin W. Marxe and David
Greenhouse; of which 1,700 convertible subordinate
promissory notes are convertible into 532,077 common
shares and are owned by the Private Equity Fund.
(b) Percent of Class: 7.9 percent of the Common Stock are
beneficially owned by the Reporting Persons.
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: The Private Equity
Fund, and MG Adviser L.L.C have sole power to vote or to
direct the vote and to dispose or to direct the
disposition of all securities reported hereby which are
respectively beneficially owned by them.
Austin Marxe and David Greenhouse have shared power to
vote or to direct the vote of and to dispose or to direct
the disposition of securities reported hereby which are
beneficially owned by Austin Marxe and David Greenhouse
by virtue of being Executive Officers of the Investment
Adviser.
Item 5. Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more that five percent of the class
of securities, check the following .
Page 8 of 10 Pages
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: The Private Equity Fund as owner of the
securities in question, have the right to receive any
dividends from, or proceeds from the sale of, such
securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on By the
Parent Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
Page 9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 10, 2000
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
MG ADVISERS L.L.C.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
Page 10 of 10 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MG Advisers L.L.C.(MG), a New York limited
liability company, is the general partner ofthe Special
Situations Private Equity Fund, l.P., a Delaware Limited
Partnership (the Fund). Austin W. Marxe and David Greenhouse
are the sole members of MG and are responsible for all the
Fund's investment decisions.
