Attached files
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EX-99.2 - PRESS RELEASE - BK Technologies Corp | rwc_ex992.htm |
EX-99.1 - PRESS RELEASE - BK Technologies Corp | rwc_ex99-1.htm |
EX-3.2 - SECOND AMENDED AND RESTATED BYLAWS - BK Technologies Corp | rwc_ex3-2.htm |
EX-3.1 - CERTIFICATE OF AMENDMENT - BK Technologies Corp | rwc_ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
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Date of Report (Date of Earliest Event Reported):
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June 4, 2018
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BK Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Nevada
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001-32644
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59-3486297
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_____________________
(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7100 Technology Drive, West Melbourne, FL
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32904
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_________________________________
(Address of principal executive offices)
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___________
(Zip Code)
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Registrant’s telephone number,
including area code:
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(321) 984-1414
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RELM Wireless Corporation
______________________________________________
Former name or former address, if changed since last
report
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
Emerging
growth company [ ]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
On June
4, 2018, the Company filed with the Secretary of State of the State
of Nevada an amendment to its Articles of Incorporation, as amended
to date (the “Certificate of Amendment”), to change the
legal name of the Company from RELM Wireless Corporation to BK
Technologies, Inc. (the “Name Change”), effective
immediately. The Company’s Board of Directors (the
“Board”) has also adopted amended and restated Bylaws
of the Company (the “Amended Bylaws”) reflecting the
name change, effective on June 4, 2018. Other than the Name Change,
there were no changes to the Company’s Articles of
Incorporation or Bylaws. Copies of the Certificate of Amendment and
the Amended Bylaws are attached hereto as Exhibit 3.1 and Exhibit
3.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
At the
opening of trading on June 5, 2018, the Company’s common
stock will begin trading under the ticker symbol “BKTI”
on the NYSE American stock exchange. The Name Change resulted in a
change to the CUSIP number for the Company’s outstanding
shares of common stock. The new CUSIP number for such common stock
is 09180A100. Outstanding stock certificates for shares of the
Company continue to be valid and need not be
exchanged.
Item
5.07
Submission of Matters to a Vote of Security
Holders.
At the
Annual Meeting of Stockholders of the Company held on June 4, 2018
(the “Annual Meeting”), the Company’s
stockholders: (i) elected D. Kyle Cerminara, Michael R. Dill, Lewis
M. Johnson, Charles T. Lanktree, E. Gray Payne, John W. Struble and
Ryan R.K. Turner to serve as directors of the Company until the
next annual meeting of stockholders and until their respective
successors are duly elected and qualified, (ii) ratified the
appointment of Moore Stephens Lovelace, P.A. as the Company’s
independent registered public accounting firm for fiscal year 2018,
and (iii) approved the Certificate of Amendment to effect the Name
Change.
The
voting results for each proposal were as follows:
Proposal No. 1 – Election of Directors
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For
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Withheld
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Broker Non-Votes
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D. Kyle
Cerminara
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7,515,011
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1,331,273
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0
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Michael R.
Dill
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8,455,845
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390,439
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0
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Lewis M.
Johnson
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8,300,978
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545,306
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0
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Charles T.
Lanktree
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8,388,484
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457,800
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0
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General E. Gray
Payne
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8,545,446
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300,838
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0
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John W.
Struble
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8,388,851
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457,433
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0
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Ryan R.K.
Turner
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8,388,884
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457,400
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0
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Proposal No. 2 – Ratification of Appointment of Moore
Stephens Lovelace, P.A.
For
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Against
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Abstain
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8,664,257
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95,323
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89,036
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There
were no broker non-votes on this proposal.
Proposal No. 3 – Amendment to Articles of Incorporation to
Change Legal Name from RELM Wireless Corporation to BK
Technologies, Inc.
For
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Against
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Abstain
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Broker
Non-Votes
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8,657,449
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8,365
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180,469
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0
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Item
8.01
Other Events.
Name Change
On
June 4, 2018, the Company issued a press release announcing the
name change. A copy of the press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
Quarterly Dividend
On June
4, 2018, the Board declared a quarterly dividend of $0.02 per share
of the Company’s common stock, payable on July 16, 2018 to
stockholders of record of the Company’s common stock as of
the close of business on July 2, 2018. A copy of the press release
announcing the quarterly cash dividend is filed as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
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Description
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Certificate
of Amendment, as filed with the Secretary of State of the State of
Nevada.
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Second
Amended and Restated Bylaws.
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Press
release regarding corporate name change, dated June 4,
2018.
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Press
release regarding quarterly dividend, dated June 4,
2018.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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BK
TECHNOLOGIES, INC.
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Date: June 4,
2018
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By:
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/s/
William
P. Kelly
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William P.
Kelly
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Executive Vice
President and
Chief Financial
Officer
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