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. 12)*

BK TECHNOLOGIES CORPORATION

(Name of Issuer) 

Common Stock, par value $0.60 per share

(Title of Class of Securities)

05587G 104

(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)

March 16, 2020

(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).

*Includes 845,813 shares held by CWA for Mr. Moglia’s accounts. 

*Mr. Moglia’s shares are held in CWA accounts.

Item 1. Security and Issuer.

This Amendment No. 12 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 12”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.60 per share (the “Common Stock”), of BK Technologies Corporation, a Nevada corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 12 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 12, the Schedule 13D remains unchanged.

As reported by the Company, on March 28, 2019, BK Technologies, Inc. implemented a holding company reorganization. The reorganization created a new holding company, BK Technologies Corporation, which became the new parent company of BK Technologies, Inc. As part of the reorganization, stockholders of BK Technologies, Inc. became stockholders of BK Technologies Corporation, on a one-for-one basis, with the same number of shares and same ownership percentage of Common Stock that they held immediately prior to the holding company reorganization. Following the reorganization, BK Technologies Corporation replaced BK Technologies, Inc. as the publicly traded entity, and shares of BK Technologies Corporation were listed on the NYSE American under the symbol “BKTI,” which is the same symbol as previously used by BK Technologies, Inc. The Common Stock was assigned a new CUSIP Number: 05587G 104.

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

The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows: FAFI, $2,752,180; FGPM, $4,867,549; FGHP, $5,023,775; FGGM, $501,064; and Mr. Moglia, $3,218,559. The source of these funds was working capital or personal funds, as applicable. The total cost for purchases by CWA’s customers reported in this Amendment No. 12 (excluding the shares in Mr. Moglia’s CWA accounts) was approximately $3,727,607. The source of funds for the shares of Common Stock acquired for the accounts of CWA’s customers were funds of such customers. 4,696 shares of the shares of Common Stock reported as owned by FAFI were acquired as a result of investor contributions.

Item 4. Purpose of Transaction.

The information set forth in Item 6 below relating to the 10b5-1 Plan (as defined below) is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a)                 The Reporting Persons beneficially own in the aggregate 4,970,227 shares of Common Stock, which represents approximately 39.6% of the Company’s outstanding shares of Common Stock.

(b)                Each of FGPM, FGHP, FGGM and FAFI 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. CWA holds for its customer accounts 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; CWA has the power to direct the disposition of the shares of Common Stock held in its customer accounts while CWA’s customers retain the power to direct the voting of the shares of Common Stock held in their respective accounts. Each of Messrs. Cerminara and Johnson directly hold the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement. The percentage of shares of Common Stock disclosed as beneficially owned by Mr. Moglia in the applicable table set forth on the cover page to this Statement are held in CWA customer accounts for Mr. Moglia, his trusts and The Moglia Family Foundation. None of the other Reporting Persons hold any of the shares of Common Stock disclosed in this Statement, except as described below. Blaine Ferguson and Bill Beynon, managers of CWA (together with Messrs. Cerminara and Johnson), hold 440 and 6,410 shares of Common Stock, respectively, as customers of CWA, which are included in the number of shares of Common Stock reported in this Statement as beneficially held by CWA.

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 12,548,094 shares of Common Stock reported by the Company as outstanding as of February 20, 2020 in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2020.

(c) Transactions effected by customer accounts managed by CWA in the Common Stock within the past 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market. In addition, 8 shares of Common Stock were transferred into customer accounts managed by CWA on January 21, 2020 and 1,520 and 800 shares of Common Stock were transferred out of customer accounts managed by CWA on January 22, 2020 and March 10, 2020, respectively.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On March 16, 2020, Fundamental Global Investors, LLC, on behalf of the funds managed by it, entered into a stock trading plan with Northern Trust Securities, Inc. in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “10b5-1 Plan”), for the purchase of up to 1.0 million shares of Common Stock, subject to the terms specified in the 10b5-1 Plan. The 10b5-1 Plan becomes effective on April 2, 2020 and will terminate April 2, 2021 or such earlier date as set forth in the 10b5-1 Plan. A copy of the 10b5-1 Plan is filed as Exhibit 99.1 to this Statement and is hereby incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 12, which agreement is set forth on the signature page to this Statement.

Item 7. Material to Be Filed as Exhibits.

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: March 16, 2020

FUNDAMENTAL GLOBAL INVESTORS, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer, 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 HOLDINGS, LP,
by FGI Holdings GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP,

by FGI Global Asset Allocation GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FUNDAMENTAL ACTIVIST FUND I, LP,

by Fundamental Activist Fund I GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI FUNDS MANAGEMENT, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager 

CWA ASSET MANAGEMENT GROUP, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Co-Chief Investment Officer

/s/ D. Kyle Cerminara

D. KYLE CERMINARA

/s/ Lewis M. Johnson

LEWIS M. JOHNSON

/s/ Joseph H. Moglia

JOSEPH H. MOGLIA

Schedule A

Transactions in the Common Stock in the Past 60 Days:
 

Customer Accounts Managed by CWA Asset Management Group, LLC:

Exhibit 99.1

10B5-1 Purchase Plan

Purchase Plan, dated March 16, 2020 (the “Purchase Plan”), between Fundamental Global Investors, LLC, on behalf of the funds managed by it (“Client”), and Northern Trust Securities, Inc. (“Northern”).

RECITALS

WHEREAS, Client desires to establish this Purchase Plan to purchase common shares (the “Stock”) of BK Technologies Corporation, a Nevada corporation (NYSE American: BKTI) (the “Issuer”);

WHEREAS, Client desires to purchase a total of up to 1,000,000 shares of Stock (the “Total Plan Shares”); and

WHEREAS, Client desires to engage Northern to effect purchases of shares of Stock in accordance with the Purchase Plan;

NOW, THEREFORE, Client and Northern hereby agree as follows:

A.       IMPLEMENTATION OF THE PURCHASE PLAN

1.        Purchases may be made in the open market or through privately negotiated transactions. Northern shall comply with the applicable requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with purchases of Stock in the open market pursuant to this Purchase Plan; and

2.        Purchases shall be made in accordance with the trading parameters laid out in Schedule A – Trading Parameters, of this Purchase Plan.

3.       Northern will charge its reasonable and customary commissions of $.005 per share, for the purchase of Stock under this Purchase Plan.

4.       This Purchase Plan shall become effective on April 2, 2020 (“Effective Date”), and shall terminate on the earlier of (i) the purchase of the Total Plan Shares, (ii) the public announcement of a tender or exchange offer for the Stock or of a merger, acquisition, recapitalization or other similar business combination or transaction as a result of which Stock would be exchanged for or converted into cash, securities or other property, or (iii) April 2, 2021.

5.       Client acknowledges and agrees that Client does not have authority, influence or control over any purchases of Stock effected by Northern pursuant to this Purchase Plan, and will not attempt to exercise any authority, influence or control over such purchases. Northern agrees not to seek advice from Client with respect to the manner in which it effects purchases under this Purchase Plan. Client understands that Northern shall have no discretion as to the timing of the purchases of Stock.

6.       Client will be notified of all transactions pursuant to customary trade confirmations that are provided in the normal course of business.

7.       Client understands that Northern may not be able to effect a purchase due to a market disruption or a legal, regulatory or contractual restriction applicable to Northern. If any purchase cannot be executed as required by Paragraph A.1. due to a market disruption, a legal, regulatory or contractual restriction applicable to Northern or any other such event, Northern shall effect such purchase as promptly as practical after the cessation or termination of such market disruption, applicable restriction or other event.

8.       It is the intent of the parties that this Purchase Plan comply with the requirements of Rule 10b5-1(c)(1) and Rule 10b-18 under the Exchange Act, and this Purchase Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c) and Rule 10b-18.

B.       REPRESENTATIONS AND AGREEMENTS OF CLIENT

1.       Client represents and warrants that as of the time of execution of this Purchase Plan, Client: (a) is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and, (b) is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other applicable securities laws.

2.       Client agrees to make all filings, if any, required under and monitor Client’s compliance with Sections 13(d), 13(g) and 16 of the Exchange Act.

3       Client understands that this Plan in no way alters Client’s obligations and responsibilities under Section 16, including those prohibitions against short swing profits.

5.       Client acknowledges and agrees that Northern has not provided Client with any tax, accounting or legal advice. Client understands that he should seek the advice of counsel regarding this Purchase Plan and the various securities and tax law issues related thereto.

6.       Client agrees to notify Northern immediately in the event of trading restrictions being imposed as the result of any lock up event restricting purchases, such as a stock offering, tender offer or acquisition transaction.

7.       Client represents and warrants that Client is able to purchase shares of Stock, as contemplated by this Purchase Plan, in accordance with the Issuer’s insider trading policies and Client has obtained the acknowledgement of the Issuer to enter into this Purchase Plan.

C.       INDEMNIFICATION AND LIMITATION ON LIABILITY

1.       Client agrees to indemnify and hold harmless Northern and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to Northern’s actions taken or not taken in compliance with this Purchase Plan or arising out of or attributable to any breach by Client of this Purchase Plan (including Client’s representations and warranties hereunder) or any violation by Client of applicable laws or regulations. Client will not be liable under the foregoing sentence to the extent that any claim, loss, damage or liability is found in a final judgement by a court to have resulted from the bad faith, gross negligence or willful misconduct of Northern or its directors, officers, employees or affiliates or Northern’s breach of this Purchase Agreement. This indemnification shall survive termination of this Purchase Plan.

2.       Notwithstanding any other provision hereof, Northern shall not be liable to Client for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

D.        GENERAL

1.       This Purchase Plan shall be governed by and construed in accordance with the laws of the State of Delaware without reference to choice of law principles and may be modified or amended only by a writing signed by the parties hereto and acknowledged by the Issuer.

2.       This Purchase Plan shall be subject to all terms and conditions governing Client’s Account, including the Northern Account Agreement.

3.       Notwithstanding anything to the contrary herein, Client and/or Issuer may notify Northern to terminate this Purchase Plan. Client may also notify Northern to modify purchases under this Purchase Plan; provided, however, that such modification shall not be effective until 30 days after the notification thereof. Any such modification or termination shall be made in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule l0b5-1 or other applicable securities laws. Client agrees that he will not modify this Purchase Plan at any time that Client is aware of any material non-public information about the Issuer and/or the Stock.

4.       In the event of a stock split or reverse stock split, the Total Plan Shares and, if applicable, the quantity and price at which shares of the Stock are to be purchased will automatically be adjusted proportionately. In the event of a stock dividend or spin-off, the Total Plan Shares and, if applicable, the quantity and price at which shares of the Stock are to be purchased will be adjusted as instructed by Client. In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares for the Stock subject to the Plan, then the new shares will automatically replace the Stock originally specified in the Plan.

5.       All notices to Northern under this Purchase Plan shall be given to Northern’s office by facsimile at (312) 444-5478, by certified mail at Northern Trust Securities, Inc., 50 S. LaSalle Street, B-12, Chicago, Illinois 60603; Attention: Leonor Gil, or by e-mail at the e-mail address set forth in Schedule B to this Purchase Agreement. Upon termination or suspension of this Purchase Plan, Northern will send notice to Client and Issuer to the address provided in Schedule B to this Purchase Agreement.

6.       Client’s rights and obligations under this Purchase Plan may not be assigned or delegated without the written permission of Northern.

7.       This Purchase Plan shall not be effective until executed by Client and Northern, and acknowledged by Issuer. This Purchase Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

IN WITNESS THREOF, the undersigned have executed this Purchase Plan as of the date first set forth above.