-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHHwVH1wFKBJVmh9xtB9rhkuDRLd7jI7uBg1AZIx66K21DjnevTTuYF2rBRto11a wFWahoGijAWoocWzsCvtSQ== 0000899243-02-001683.txt : 20020524 0000899243-02-001683.hdr.sgml : 20020524 20020524111315 ACCESSION NUMBER: 0000899243-02-001683 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020524 GROUP MEMBERS: CORPORATE OPPORTUNITIES FUND (INSTITUTIONAL), L.P. GROUP MEMBERS: JAMES C. GALE GROUP MEMBERS: SANDERS MORRIS HARRIS INC. GROUP MEMBERS: SMM CORORATE MANAGEMENT, LLC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-10240 FILM NUMBER: 02661742 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: CORPORATE OPPORTUNITIES FUND LP CENTRAL INDEX KEY: 0001087340 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129800789 MAIL ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 dsc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* RELM WIRELESS CORP (Name of Issuer) Common Stock (Title of Class of Securities) 759525 10 8 (CUSIP Number) James C. Gale 126 East 56th Street, 24th Floor, New York, New York 10022, 212-907-0789 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 18, 2002 (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(b)(3) or (4), check the following box [_]. Note. Schedules filed in paper form shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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. 759525 10 8 13D Page 2 of 14 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corporate Opportunities Fund, L.P. Corporate Opportunities Fund (Institutional), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnerships NUMBER OF 7 SOLE VOTING POWER 1,111,110 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,111,110 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,111,110 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [___] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 759525 10 8 13D Page 3 of 14 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corporate Opportunities Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [__] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership NUMBER OF 7 SOLE VOTING POWER 173,888 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 173,888 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,888 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [____] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 759525 10 8 13D Page 4 of 14 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corporate Opportunities Fund (Institutional), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [__] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnerships NUMBER OF 7 SOLE VOTING POWER 937,222 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 937,222 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 937,222 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [____] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 759525 10 8 13D Page 5 of 14 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SMM Corporate Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company NUMBER OF 7 SOLE VOTING POWER 1,111,110 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,111,110 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,111,110 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9% 14 TYPE OF REPORTING PERSON (See Instructions) OO CUSIP NO. 759525 10 8 13D Page 6 of 14 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sanders Morris Harris Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC, SC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 1,136,110 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,136,110 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,136,110 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% 14 TYPE OF REPORTING PERSON (See Instructions) CO CUSIP NO. 759525 10 8 13D Page 7 of 14 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James C. Gale 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER 1,156,110 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,156,110 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,156,110 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP NO. 759525 10 8 13D Page 8 of 14 Pages Item 1. Security and Issuer. This statement relates to the common stock, $.60 par value (the "Common Stock"), of RELM Wireless Corp., A Nevada corporation (the "issuer"), and the warrants (the "Warrants") to purchase Common Stock of the issuer. Each Warrant entitles the holder to purchase one share of Common Stock of the issuer at a price of $1.21 per share. The Warrants are exercisable commencing on February 12, 2003, and expire on February 11, 2006. The principal executive office of the issuer of such securities is located at 7100 Technology Drive, West Melbourne, Florida 32904. Item 2. Identity and Background. Corporate Opportunities Fund, L.P. and Corporate Opportunities Fund (Institutional), L.P. (the "Funds") are Delaware limited partnerships whose principal business is making investments in the securities of other entities. The address of their principal office is 126 East 56th Street, 24th Floor, New York, New York 10022. SMM Corporate Management, LLC (the "General Partner") is a Delaware limited liability company and the sole general partner of the Funds. The principal business of the General Partner is to act as general partner of the Funds. The address of its principal office is 126 East 56th Street, 24th Floor, New York, New York 10022. Sanders Morris Harris Inc. ("SMH") is a Texas corporation and the controlling member of the General Partner. The address of its principal office is 600 Travis, Suite 3100, Houston, Texas 77002. Attached as Appendix A is information concerning the executive officers and directors of SMH required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such executive officers and directors may be deemed, but are not conceded to be controlling persons of SMH. SMH is a wholly owned subsidiary of Sanders Morris Harris Group, Inc., a Texas corporation ("SMH Group"). SMH is a registered broker/dealer. SMH Group is a Texas corporation and the parent of Sanders Morris Harris. The address of its principal office is 600 Travis, Suite 2900, Houston, Texas 77002. Attached as Appendix A-1 is information concerning the executive officers and directors of SMH Group required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such officers and directors may be deemed, but are not conceded to be controlling, persons of SMH Group. No corporation or other person is or may be deemed to be ultimately in control of SMH Group. James C. Gale is the Chief Investment Officer, a Manager, and Member of the General Partner. The address of his principal office is 126 East 56th Street, 24th Floor, New York, New York 10022. Mr. Gale is a citizen of the United States. Mr. Gale is a director of the Issuer. Ben T. Morris is a Manager of the General Partner and President and a director of Sanders Morris Harris Inc. The address of his principal office is 600 Travis, Suite 3100, Houston, Texas 77002. Mr. Morris is a citizen of the United States. During the past five years, none of the reporting persons or any of the persons referred to in Appendix A or A-1 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, none of the reporting persons or any of the persons referred to in Appendix A or A-1 was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. CUSIP NO. 759525 10 8 13D Page 9 of 14 Pages Item 3. Source and Amount of Funds or Other Consideration. On March 18, 2002, Corporate Opportunities Fund, L.P. purchased 173,888 units consisting of one share of Common Stock and one Warrant for an aggregate consideration of $156,500 and Corporate Opportunities Fund (Institutional), L.P. purchased 937,222 units consisting of one share of Common Stock and one Warrant for an aggregate consideration of $843,500. The source of these funds was working capital of the Funds. The shares of Common Stock and Warrants were separated upon their issuance on March 21, 2002. During the fourth quarter of 1999, the issuer issued SMH 25,000 shares of Common Stock in exchange for financial advisory services provided by SMH to the issuer. Item 4. Purpose of Transaction. The Funds acquired 1,111,110 units consisting of one share of Common Stock and one Warrant on March 18, 2002, from Noble International Investments, Inc., the standby underwriter of a rights offering for the issuer. The shares of Common Stock and Warrants were separated upon their issuance on March 21, 2002. The Funds entered into these transactions for general investment purposes. During the fourth quarter of 1999, SMH received 25,000 shares of Common Stock in exchange for financial advisory services provided by SMH to the issuer. The Funds review continuously their investment in the Issuer and may or may not seek involvement in the Issuer's affairs. Mr. Gale, the Chief Investment Officer of the Funds, is a director of the Issuer. Depending on their evaluation of the Issuer's business and prospects and future developments, the Funds, or other individuals or entities that may be deemed to be affiliates of the Funds, may from time to time dispose of all or a portion of the securities of the Issuer held by such person, purchase additional securities of the Issuer, or cease buying or selling shares. Any additional sales or purchases of securities may be in open market or privately negotiated transactions or otherwise. Except as described in this Item 4, the Funds have no present plans or proposals which relate or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change to the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any actions similar to any of those enumerated above. CUSIP NO. 759525 10 8 13D Page 10 of 14 Pages Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of shares of Common Stock of the Issuer beneficially owned by the persons identified in Item 2 is as follows:
Aggregate Number Percentage Aggregate Number Beneficial Owner of Shares Owned of Class of Warrants(1) Corporate Opportunities Fund, L.P. 173,888 2.0 173,888 Corporate Opportunities Fund (Institutional), L.P. 937,222 10.9 937,222 Corporate Opportunities Fund, L.P. and Corporate Opportunities Fund (Institutional), L.P. 1,111,110 12.9 1,111,110 SMM Corporate Management, LLC 1,111,110 12.9 1,111,110 Sanders Morris Harris Inc. 1,136,110 13.2 1,111,110 James C. Gale 1,156,110(2) 13.4 1,111,110
_____________ (1) Exercisable on February 13, 2003. (2) Includes options to purchase 25,000 shares that are currently exercisable. (b) The number of shares of Common Stock as to which there is sole power to direct the vote, shares power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for each of the Reporting Persons is set forth on the cover pages, and such information is incorporated herein by reference. To the knowledge of the Reporting Persons, the persons listed on Appendix A or A-1 in response to Item 2 do not beneficially own any shares of Common Stock of the Issuer. (c) The following transactions with respect to the Common Stock of the Issuer were effected within the last 60 days by the following named Reporting Persons:
Identity of Date of Type of Amount of Where Person Transaction Transaction Securities(*) Price Effected COF 3/18/2002 ` Purchase 173,888 $0.90 Public offering COFI 3/18/2002 Purchase 937,222 $0.90 Public offering
_____________ (*) Purchase of units consisting of one share of Common Stock and one Warrant. (d) The Funds have the right to receive all dividends on the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. CUSIP NO. 759525 10 8 13D Page 11 of 14 Pages Item 7. Material to be Filed as Exhibits. Exhibit Title A Joint Filing Agreement 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. Date: May 20, 2002 Corporate Opportunities Fund, L.P. Corporate Opportunities Fund (Institutional), L.P. By: SMM Corporate Management, LLC By /s/ James C. Gale ---------------------------------------- James C. Gale, Manager ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (see 18 U.S.C. 1001). CUSIP NO. 759525 10 8 13D Page 12 of 14 Pages Directors and Executive Officers of Sanders Morris Harris Inc. The following table sets forth the name, business address, and present principal occupation or employment of each director and executive officer of Sanders Morris Harris Inc. Unless otherwise indicated below, each such person is a citizen of the United States and the business address of each such person is 600 Travis, Suite 3100, Houston, Texas 77002. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
Present Principal Occupation or Employment; Name Business Address - ---- ---------------- Don A. Sanders Chairman of the Executive Committee and Director Ben T. Morris President, Chief Executive Officer, and Director George L. Ball Chairman of the Board Titus H. Harris, Jr. Director and Executive Vice President Richard C. Webb Director and Executive Vice President Anthony J. Barton Director and Executive Vice President Robert E. Garrison II Director, Chairman and CEO of Sanders Morris Harris Group Peter M. Badger Director and President of Fixed Income Division R. Larry Kinney Director and Director of Trading Activities Edward E. Hutcheson, Jr. Director Donald R. Campbell Director Richard D. Grimes Executive Vice President Howard Y. Wong Chief Financial Officer and Treasurer Sandy Williams Secretary
CUSIP NO. 759525 10 8 13D Page 13 of 14 Pages Appendix A-1 Directors and Executive Officers of Sanders Morris Harris Group Inc. The following table sets forth the name, business address, and present principal occupation or employment of each director and executive officer of Sanders Morris Harris Group Inc. Unless otherwise indicated below, each such person is a citizen of the United States and the business address of each such person is 600 Travis, Suite 2900, Houston, Texas 77002. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
Present Principal Occupation or Employment; Name Business Address - ---- ---------------- Robert E. Garrison II President and Chief Executive Officer Donald R. Campbell Vice Chairman Titus H. Harris, Jr. Chairman of the Board Don A. Sanders Director, Chairman of the Executive Committee of Sanders Morris Harris Ben T. Morris Director, President and CEO of Sanders Morris Harris George L. Ball Director and Chairman of the Board of Sanders Morris Harris Peter W. Badger Director and President of Fixed Income Division Richard C. Webb Director, Executive Vice President of Sanders Morris Harris W. Blair Waltrip Director, private investor John H. Styles Director, private investor Rick Berry Chief Financial Officer
CUSIP NO. 759525 10 8 13D Page 14 of 14 Pages Exhibit 1 Schedule 13D Joint Filing Agreement The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct In Witness Whereof, the undersigned have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date set forth below. Date: May 20, 2002 Signatures: SMM Corporate Management, LLC By /s/ James C. Gale ---------------------------------- Name: James C. Gale Title: Manager and Chief Investment Officer Sanders Morris Harris Inc. By /s/ James C. Gale ---------------------------------- Name: James C. Gale Title: Managing Director /s/ James C. Gale - ------------------------------------ James C. Gale -----END PRIVACY-ENHANCED MESSAGE-----