BK Technologies Corp — Major Shareholding Notification 2015

Dec 21, 2015

SC 13D/A 1 v427406_sc13da.htm AMENDED SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

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

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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)
December 16, 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.

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• 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 ).

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CUSIP No. 759525108 13D Page 2 of 14 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	SOLE VOTING POWER 0
8	SHARED VOTING POWER 3,288,427
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 3,288,427

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 3,288,427
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0%
14	TYPE OF REPORTING PERSON OO

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CUSIP No. 759525108 13D Page 3 of 14 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	SOLE VOTING POWER 0
8	SHARED VOTING POWER 680,140
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 680,140

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 680,140
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 759525108 13D Page 4 of 14 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 | SOLE VOTING POWER 0 |
| --- | --- |
| 8 | SHARED VOTING POWER 1,541,621 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 1,541,621 |

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,541,621
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 759525108 13D Page 5 of 14 Pages

1	NAME OF REPORTING PERSON Ballantyne Strong, Inc.
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	SOLE VOTING POWER 0
8	SHARED VOTING POWER 1,066,666
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 1,066,666

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,066,666
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14	TYPE OF REPORTING PERSON CO

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CUSIP No. 759525108 13D Page 6 of 14 Pages

1	NAME OF REPORTING PERSON Joseph H. Moglia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF; AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 356,876
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 356,876

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 356,876
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6%
14	TYPE OF REPORTING PERSON IN

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CUSIP No. 759525108 13D Page 7 of 14 Pages

This Amendment No. 7 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 7”) 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 RELM Wireless Corporation, a Nevada corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 7 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 7, the Schedule 13D remains unchanged.

Item 2. Identity and Background.

This Statement is filed by (i) Fundamental Global Partners, LP, a Delaware limited partnership (“FGPP”), (ii) Fundamental Global Partners Master Fund, LP, a Cayman Islands exempted limited partnership (“FGPM”), (iii) Fundamental Global Investors, LLC, a North Carolina limited liability company, (iv) FGI Funds Management, LLC, a Florida limited liability company, (v) Mr. Joseph H. Moglia, (vi) Mr. D. Kyle Cerminara, (vii) Mr. Lewis M. Johnson, and (viii) Ballantyne Strong, Inc., a Delaware corporation (“BTN”).

The foregoing entities and persons are sometimes referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

The principal business of each of FGPP and FGPM is serving as a private investment fund. The principal business of Fundamental Global Investors, LLC is to serve as a registered investment advisor. The principal business of FGI Funds Management, LLC is to provide investment advisory services, including to FGPP and FGPM. The principal occupation of Mr. Moglia is serving as Chairman of TD Ameritrade, Head Football Coach for Coastal Carolina University, and Chairman of Fundamental Global Investors, LLC. The principal occupation of Mr. Cerminara is serving as an investment manager and advisor, and Mr. Cerminara is also the Chief Executive Officer and Executive Chairman of the Board of Directors of BTN. The principal occupation of Mr. Johnson is serving as an investment manager and advisor. Each of Messrs. Moglia, Cerminara and Johnson is a U.S. citizen.

The business address of each of FGPP, Fundamental Global Investors, LLC and Messrs. Moglia, Cerminara and Johnson is 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209. The business address of FGPM is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands. The business address of FGI Funds Management, LLC is 9045 Strada Stell Court, Suite 106, Naples, Florida 34109.

Mr. D. Kyle Cerminara is the Chief Executive Officer, Partner and Manager of Fundamental Global Investors, LLC. Mr. Cerminara is also a member of the Board of Directors of the Company. Mr. Lewis M. Johnson is the President, Partner and Manager of Fundamental Global Investors, LLC. Mr. Joseph H. Moglia is Chairman and Partner of Fundamental Global Investors, LLC. Messrs. Cerminara and Johnson are the Managers of FGI Funds Management, LLC.

BTN is a Delaware corporation, with its principal executive offices located at 13710 FNB Parkway, Suite 400, Omaha, Nebraska 68154. BTN and its subsidiaries engage in diverse business activities including the design, integration and installation of technology solutions for a broad range of applications; development and delivery of out-of-home messaging, advertising and communications; manufacturing of projection screens; and providing managed services including monitoring of networked equipment. BTN focuses on serving the cinema, retail, financial, and government markets.

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CUSIP No. 759525108 13D Page 8 of 14 Pages

Information regarding the identity and background of each executive officer and director of BTN is set forth on Schedule A to this Statement. Each of the individuals identified on Schedule A to this Statement is a U.S. citizen.

None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A to this Statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A to this Statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

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: FGPP and FGPM, $9,731,075, and BTN, $3,999,998. The total cost for Mr. Moglia’s purchases reported in this Amendment No. 7, including brokerage commissions, was approximately $1,338,285. The source of these funds was working capital or personal funds, as applicable.

Item 4. Purpose of Transaction.

None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as may be proposed by Mr. Cerminara in his capacity as the Chief Executive Officer, Executive Chairman and a director of the Company or by such board of directors with Mr. Cerminara’s participation. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons may in the future acquire additional shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.

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CUSIP No. 759525108 13D Page 9 of 14 Pages

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 3,645,303 shares of Common Stock, which represents approximately 26.6% of the Company’s outstanding shares of Common Stock.

Each of FGPP, FGPM and BTN 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 or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A to this Statement directly hold any of the shares of Common Stock disclosed in this Statement, except as described below and except for Mr. Charles T. Lanktree, a director of BTN, who may be deemed to beneficially own 7,916 shares of Common Stock, 214 of which are held by him and 7,702 of which are held by a trust of which Mr. Lanktree’s wife is a trustee.

In addition, CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) holds 175,256 shares of Common Stock for the accounts of individual investors, which represents approximately 1.3% 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. Fundamental Global Investors, LLC owns 50% of CWA Asset Management Group, LLC.

Mr. Moglia directly owns 228,583 shares of Common Stock and an additional 128,293 shares of Common Stock through The Moglia Family Foundation.

On July 6, 2015, Mr. Cerminara was granted stock options to purchase 5,000 shares of Common Stock at an exercise price of $4.66 per share. These options will vest and become exercisable on June 7, 2016.

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 13,718,396 shares of Common Stock reported by the Company as outstanding as of October 30, 2015 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2015.

Fundamental Global Investors, LLC may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGPP and FGPM. FGI Funds Management, LLC, as the investment manager to FGPP and FGPM, may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGPP and FGPM. As principals of FGI Funds Management, LLC, Messrs. Cerminara and Johnson may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGPP and FGPM. As principals of Fundamental Global Investors, LLC, Messrs. Moglia, Cerminara and Johnson may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGPP and FGPM. As the Chief Executive Officer and Executive Chairman of the Board of Directors of BTN and principal of Fundamental Global Investors, LLC, Mr. Cerminara, and Fundamental Global Investors, LLC, may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by BTN. Each of Messrs. Moglia, Cerminara and Johnson expressly disclaim such beneficial ownership. Fundamental Global Investors, LLC expressly disclaims beneficial ownership of the shares of Common Stock held by BTN.

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CUSIP No. 759525108 13D Page 10 of 14 Pages

(b) Each of FGPP and FGPM beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Fundamental Global Investors, LLC has the shared power to direct the voting and disposition of the shares of Common Stock held by FGPP and FGPM. FGI Funds Management, LLC, as the investment manager of FGPP and FGPM, has the shared power to direct the voting and disposition of the shares of Common Stock held by FGPP and FGPM. Messrs. Cerminara and Johnson, as principals of FGI Funds Management, LLC, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by FGPP and FGPM. Messrs. Moglia, Cerminara and Johnson, as principals of Fundamental Global Investors, LLC, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by FGPP and FGPM. As the Chief Executive Officer and Executive Chairman of the Board of Directors of BTN and principal of Fundamental Global Investors, LLC, Mr. Cerminara and Fundamental Global Investors, LLC may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by BTN. Any individuals holding shares have the power to direct the voting and disposition of the respective shares of Common Stock directly held by them.

(c) FGPP purchased, in a private transaction, 72,600 shares of Common Stock at a price of $3.70 per share on December 16, 2015 and 9,750 shares of Common Stock at a price of $3.70 per share on December 17, 2015. FGPM purchased, in a private transaction and on the same terms, 290,400 shares of Common Stock on December 16, 2015 and 22,750 shares of Common Stock on December 17, 2015. BTN purchased, in a private transaction, 895,245 shares of Common Stock at a price of $3.70 per share on December 16, 2015 and 171,421 shares of Common Stock at a price of $3.70 per share on December 17, 2015. On December 16, 2015, Mr. Moglia purchased, in a private transaction, 200,000 shares of Common Stock at a price of $3.70 per share, and The Moglia Family Foundation purchased 128,293 shares on the same terms. Mr. Lanktree, a director of BTN, purchased 2,366 shares of Common Stock (including 2,152 shares for a trust of which his wife is a trustee) at a price of $3.70 per share on December 16, 2015. All parties paid an additional brokerage commission of $0.05 per share.

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CUSIP No. 759525108 13D Page 11 of 14 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: December 21, 2015

FUNDAMENTAL GLOBAL INVESTORS, LLC
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Chief Executive Officer, Partner and Manager

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
FGI FUNDS MANAGEMENT, LLC
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Manager
/s/ D. Kyle Cerminara
D. Kyle Cerminara

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CUSIP No. 759525108 13D Page 12 of 14 Pages

/s/ Lewis M. Johnson
Lewis M. Johnson
/s/ Joseph H. Moglia
Joseph H. Moglia
BALLANTYNE STRONG, INC.
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Chief Executive Officer

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CUSIP No. 759525108 13D Page 13 of 14 Pages

Schedule A

Identity and Background of Executive Officers of Ballantyne Strong, Inc. :

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
D. Kyle Cerminara	4201 Congress Street Suite 140 Charlotte, NC 28209 13710 FNB Parkway Suite 400 Omaha, NE 68154	Chief Executive Officer Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, NC 28209 Chief Executive Officer and Executive Chairman of the Board of Directors Ballantyne Strong, Inc. 13710 FNB Parkway, Suite 400 Omaha, NE 68154
Nathan D. Legband	13710 FNB Parkway Suite 400 Omaha, NE 68154	Senior Vice President, Chief Financial Officer, and Treasurer Ballantyne Strong, Inc. 13710 FNB Parkway, Suite 400 Omaha, NE 68154

Identity and Background of Directors of Ballantyne Strong, Inc. :

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
D. Kyle Cerminara	See above.	See above.
Samuel C. Freitag	10955 Lowell Avenue, Suite 600, Overland Park, KS 66210	Private Investor 10955 Lowell Avenue, Suite 600 Overland Park, KS 66210

(Continued on the next page.)

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CUSIP No. 759525108 13D Page 14 of 14 Pages

William J. Gerber	13710 FNB Parkway Suite 400 Omaha, NE 68154	Director Ballantyne Strong, Inc. 13710 FNB Parkway, Suite 400 Omaha, NE 68154
Charles T. Lanktree	13710 FNB Parkway Suite 400 Omaha, NE 68154	President and Chief Executive Officer Eggland’s Best, LLC 2 Ridgedale Avenue, Suite 201 Cedar Knolls, NJ 07927 Eggland’s Best, LLC is a distributor of fresh eggs.
Marc E. LeBaron	13710 FNB Parkway Suite 400 Omaha, NE 68154	Chief Executive Officer Lincoln Industries, Inc. 600 West E Street Lincoln, NE 68522 Lincoln Industries, Inc. is a metal finishing company.
Robert J. Marino	13710 FNB Parkway Suite 400 Omaha, NE 68154	Director Ballantyne Strong, Inc. 13710 FNB Parkway, Suite 400 Omaha, NE 68154
Robert J. Roschman	13710 FNB Parkway Suite 400 Omaha, NE 68154	Investor/Self-Employed Roschman Enterprises 6300 NE 1st Avenue, Suite 300 Fort Lauderdale, FL 33334 Roschman Enterprises is involved in real estate, property management
and property development.
James C. Shay	13710 FNB Parkway Suite 400 Omaha, NE 68154	Executive Vice President Hallmark Cards, Inc. 2501 McGee Trafficway Kansas City, MO 64108 Hallmark Cards, Inc. retails greeting cards and gifts.

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