0001144204-15-012118.txt : 20150226 0001144204-15-012118.hdr.sgml : 20150226 20150226110656 ACCESSION NUMBER: 0001144204-15-012118 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150226 DATE AS OF CHANGE: 20150226 GROUP MEMBERS: FG PARTNERS GP, LLC GROUP MEMBERS: FUNDAMENTAL GLOBAL INVESTORS, LLC GROUP MEMBERS: FUNDAMENTAL GLOBAL PARTNERS GP, LLC GROUP MEMBERS: FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP 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: 15650877 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: FUNDAMENTAL GLOBAL PARTNERS CENTRAL INDEX KEY: 0001557178 IRS NUMBER: 300734987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4201 CONGRESS STREET, SUITE 140 CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: 704-323-6851 MAIL ADDRESS: STREET 1: 4201 CONGRESS STREET, SUITE 140 CITY: CHARLOTTE STATE: NC ZIP: 28209 SC 13D/A 1 v402803_sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

RELM WIRELESS CORPORATION
(Name of Issuer)

Common Stock, par value $0.60 per share

(Title of Class of Securities)

 

759525108

(CUSIP Number)

 

D. Kyle Cerminara

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, North Carolina 28209

(704) 323-6851

 

With a copy to:

 

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
February 2, 2015
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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).

 

 
 

  

CUSIP No. 759525108 13D Page 2 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

 

Fundamental Global Partners, LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
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

 

538,888

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

538,888

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

538,888

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.9%

 
14

TYPE OF REPORTING PERSON

 

PN

 
         

 
 

 

CUSIP No. 759525108 13D Page 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

 

Fundamental Global Partners Master Fund, LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

1,106,343

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

1,106,343

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,106,343

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.1%

 
14

TYPE OF REPORTING PERSON

 

PN

 
         

 
 

 

CUSIP No. 759525108 13D Page 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

 

Fundamental Global Partners GP, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

North Carolina

 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

538,888

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

538,888

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

538,888

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.9%

 
14

TYPE OF REPORTING PERSON

 

OO

 
         

 
 

 

CUSIP No. 759525108 13D Page 5 of 8 Pages

 

1

NAME OF REPORTING PERSON

 

FG Partners GP, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

1,106,343

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

1,106,343

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,106,343

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.1%

 
14

TYPE OF REPORTING PERSON

 

OO

 
         

 

 
 

 

CUSIP No. 759525108 13D Page 6 of 8 Pages

 

1

NAME OF REPORTING PERSON

 

Fundamental Global Investors, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

North Carolina

 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

1,645,231

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

1,645,231

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,645,231

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.0%

 
14

TYPE OF REPORTING PERSON

 

OO

 
         

 
 

 

CUSIP No. 759525108 13D Page 7 of 8 Pages

 

This Amendment No. 3 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 3”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.60 per share (the “Common Stock”), of RELM Wireless Corporation, a Nevada corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total cost for purchasing the Common Stock reported as owned by Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP in this Statement, including brokerage commissions, was approximately $7,203,187.

 

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 1,645,231 shares of Common Stock, which represents approximately 12.0% of the Company’s outstanding shares of Common Stock.

 

Each of Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly hold any of the shares of Common Stock disclosed in this Statement.

 

In addition, CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) holds 33,950 shares of Common Stock for the accounts of individual investors, which represents approximately 0.2% of the Company’s outstanding shares of Common Stock. CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. The Investment Manager owns 50% of CWA Asset Management Group, LLC.

 

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 13,665,087 shares of Common Stock reported by the Company as outstanding as of October 27, 2014 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2014.

 

(c) The transactions effected by each of the Reporting Persons in the Common Stock between December 15, 2014 and through February 23, 2015 are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.

 

 
 

 

CUSIP No. 759525108 13D Page 8 of 8 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: February 26, 2015

 

FUNDAMENTAL GLOBAL PARTNERS, LP,
by Fundamental Global Partners GP, LLC, its general partner
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Partner and Manager    
     
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,
by FG Partners GP, LLC, its general partner
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Manager    
     
FUNDAMENTAL GLOBAL PARTNERS GP, LLC  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Partner and Manager    
     
FG PARTNERS GP, LLC  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Manager    
     
FUNDAMENTAL GLOBAL INVESTORS, LLC  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
Chief Executive Officer, Partner and Manager  
     
/s/  D. Kyle Cerminara    
D. Kyle Cerminara    
     
/s/  Lewis M. Johnson    
Lewis M. Johnson    
     
/s/  Joseph H. Moglia    
Joseph H. Moglia    

 

 
 

 

Schedule A

 

Transactions by Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP

in the Common Stock between December 15, 2014 and through February 23, 2015:

 

Fundamental Global Partners, LP:

 

Transaction Date  Number of Shares
Bought/(Sold)
   Price Per
Share ($)
 
12/16/2014   33    4.770400 
2/9/2015   600    5.445000 
2/10/2015   300    5.560000 
2/11/2015   400    5.647500 
2/13/2015   100    5.800000 
2/18/2015   792    6.087917 
2/19/2015   33    6.150000 
2/23/2015   165    6.100000 

 

Fundamental Global Partners Master Fund, LP:

 

Transaction Date  Number of Shares
Bought/(Sold)
   Price Per
Share ($)
 
12/15/2014   2,100    4.620524 
12/16/2014   1,567    4.849775 
12/17/2014   9,499    4.877407 
12/18/2014   3,300    4.876648 
1/13/2015   11,600    4.505269 
1/14/2015   6,800    4.659850 
1/15/2015   3,700    4.671900 
1/16/2015   15,373    4.595442 
1/20/2015   3,634    4.636139 
1/21/2015   26,602    4.782637 
1/23/2015   16,100    4.952129 
1/26/2015   4,900    5.119800 
1/27/2015   2,400    5.092913 
1/28/2015   7,300    5.170005 
1/29/2015   3,309    5.148932 
1/30/2015   10,000    5.208036 
2/2/2015   17,100    5.404588 
2/3/2015   22,645    5.286764 
2/18/2015   1,608    6.087917 
2/19/2015   67    6.150000 
2/23/2015   335    6.100000