0000950138-14-000012.txt : 20140107 0000950138-14-000012.hdr.sgml : 20140107 20140107111651 ACCESSION NUMBER: 0000950138-14-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140107 DATE AS OF CHANGE: 20140107 GROUP MEMBERS: PRIVET FUND LP GROUP MEMBERS: PRIVET FUND MANAGEMENT LLC GROUP MEMBERS: RYAN LEVENSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RELM WIRELESS CORP CENTRAL INDEX KEY: 0000002186 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593486297 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10240 FILM NUMBER: 14512435 BUSINESS ADDRESS: STREET 1: 7100 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 BUSINESS PHONE: 321-984-1414 MAIL ADDRESS: STREET 1: 7100 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 FORMER COMPANY: FORMER CONFORMED NAME: ADAGE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Privet Fund LP CENTRAL INDEX KEY: 0001414517 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE ROAD NE STREET 2: SUITE 2670 CITY: Atlanta STATE: GA ZIP: 30305 BUSINESS PHONE: 404-419-2670 MAIL ADDRESS: STREET 1: 3280 PEACHTREE ROAD NE STREET 2: SUITE 2670 CITY: Atlanta STATE: GA ZIP: 30305 SC 13D/A 1 sch13da-relm01072014.htm sch13da-relm01072014.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

RELM Wireless Corporation 
(Name of Issuer)
 
Common Stock, par value $0.60 per share 
(Title of Class of Securities)
 
759525108
(CUSIP Number)
 
Privet Fund LP
Attn: Ryan Levenson
3280 Peachtree Rd NE
Suite 2670
Atlanta, GA 30305

With a copy to:

Rick Miller
Bryan Cave LLP
1201 W. Peachtree St., 14th Floor
Atlanta, GA  30309
Tel: (404) 572-6600
 
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
January 6, 2014
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*           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 disclosures provided in a prior cover page.
 
The information required on 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).
 
 
 
 
 
SCHEDULE 13D
 
   CUSIP No.  759525108
  
Page 2 of 7 Pages    
 
 
 
1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Privet Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)            o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                     Delaware
 
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
  
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,746,848
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,746,848
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,746,848
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
14
TYPE OF REPORTING PERSON
PN
 
 
 

 
 

 
 
 
SCHEDULE 13D
 
   CUSIP No.  759525108
  
Page 3 of 7 Pages    



 
1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Privet Fund Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)            o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                     Delaware
 
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
  
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,971,848
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,971,848
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,971,848
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14
TYPE OF REPORTING PERSON
OO
 
 

 
 
 
 
SCHEDULE 13D
 
   CUSIP No.  759525108
  
Page 4 of  7 Pages    



 
1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Ryan Levenson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)            o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                 United States
 
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
  
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,971,848
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,971,848
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,971,848
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14
TYPE OF REPORTING PERSON
IN
 


 
 
SCHEDULE 13D
 
CUSIP No. 759525108
  
Page 5 of 7 Pages

 
 
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on May 8, 2013, as amended on May 17, 2013, as amended on June 11, 2013, as amended on August 1, 2013, as amended on September 12, 2013, and as amended on November 26, 2013 (the “Schedule 13D”), with respect to the Common Stock, par value $0.60 per share (the “Common Stock”), of RELM Wireless Corporation, a Nevada Corporation (the “Corporation” or the “Company”).  Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.
 
Item 3.             Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated in its entirety to read as follows:
 
The aggregate purchase price of the 1,971,848 shares of Common Stock beneficially owned by the Reporting Persons is approximately $5,421,262 not including brokerage commissions, which was funded with partnership funds of Privet Fund LP and with assets under separately managed accounts with Privet Fund Management LLC. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.
 
Item 4.             Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
Following a thorough examination of the Company’s current Board composition, the Reporting Persons have made the determination that they do not consider the performance of the Company during the tenure of the incumbent Chairman, George Benjamin, sufficient to warrant his continued service on the Company’s Board.  The Reporting Persons believe it to be in the best interest of all parties for Mr. Benjamin to leave the Board immediately, and will recommend that the Governance Committee refrain from nominating Mr. Benjamin as a candidate for re-election at the 2014 Annual Meeting of Shareholders.
 
Item 5.             Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated in its entirety to read as follows:
 
(a) As of the date of this filing, the Reporting Persons beneficially own 1,971,848 shares (the “Shares”), or approximately 14.5% of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 10-Q filed by the Corporation for the quarterly period ended September 30, 2013, which reported that 13,580,471 shares of Common Stock were outstanding as of October 27, 2013).
 
 
 
SCHEDULE 13D
 
CUSIP No. 759525108
  
Page 6 of 7 Pages

 
Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 
Date:  January 7, 2014
PRIVET FUND LP
 
By: Privet Fund Management LLC,
Its Managing Partner
 
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
 
PRIVET FUND MANAGEMENT LLC
 
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
 
/s/ Ryan Levenson
Ryan Levenson
 
   


 
 
SCHEDULE 13D
 
   CUSIP No.  759525108
  
Page 7 of 7 Pages    
 

 
SCHEDULE 1

Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
 
Unless otherwise indicated, all transactions were effected on the open market.

1.  
Privet Fund LP

       
Trade Date
   Nature of Transaction
 (Purchase/Sale)
Number of Shares
Price Per Share (1)
12/4/2013
Purchase
11,750
$3.3392
12/5/2013
Purchase
28,203
$3.4138
12/6/2013
Purchase
2,238
$4.4500

1 Not including any brokerage fees.