BK Technologies Corp — Regulatory Filings 2012

Aug 1, 2012

S-8 POS 1 rwc_s8pos.htm POS AMENDMENT NO. 1 rwc_s8pos.htm Licensed to: issuer services group Document Created using EDGARizerAgent 5.4.1.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

Registration No. 333-147354

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RELM Wireless Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)
7100 Technology Drive
West Melbourne, FL 32904 (Address of Principal Executive Offices)

RELM Wireless Corporation 2007 Incentive Compensation Plan

RELM Wireless Corporation 2007 Non-Employee Directors' Stock Option Plan

(Full title of the plan)

David P. Storey President and Chief Executive Officer	Copies of all communications to: Tom McAleavey, Esq.
RELM Wireless Corporation 7100 Technology Drive	Holland & Knight LLP 200 South Orange Avenue, Suite 2600
West Melbourne, FL 32904	Orlando, Florida 32801
(321) 984-1414	(407) 244-5108

(Name, address and telephone number of agent for service) EFPlaceholder

EFPlaceholder Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer þ (Do not check if a smaller reporting company)	Smaller reporting company o

EXPLANATORY NOTE

This Post-Effective Amendment to the Registration Statement on Form S-8 (Registration No. 333-147354) filed on November 13, 2007 (the "Registration Statement") is being filed for the sole purpose of filing Exhibit 5.1, which is an opinion of Rice Silbey Reuther & Sullivan, LLP, counsel to RELM Wireless Corporation (the "Registrant"), as to the validity of the securities included in the Registration Statement. Exhibit 5.1 hereto replaces in its entirety the opinion previously filed as Exhibit 5.1 to the Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

5.1 Opinion of Rice Silbey Reuther & Sullivan, LLP, counsel to the Registrant as to the validity of the common shares

EFPlaceholder EFPlaceholder

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EFPlaceholder EFPlaceholder EFPlaceholder SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Melbourne, State of Florida, on August 1, 2012.

RELM WIRELESS CORPORATION
By:	/s/ David P. Storey
Name:	David P. Storey
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ George N. Benjamin, III*
George N. Benjamin, III	Chairman of the Board	August 1, 2012
/s/ David P. Storey
David P. Storey	President, Chief Executive Officer, and Director (Principal Executive Officer	August 1, 2012
/s/ William P. Kelly
William P. Kelly	Executive Vice President - Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)	August 1, 2012
/s/ Donald F. U. Goebert*
Donald F. U. Goebert	Director	August 1, 2012
/s/ Randolph K. Piechocki*
Randolph K. Piechocki	Director	August 1, 2012
/s/ Warren N. Romine*
Warren N. Romine	Director	August 1, 2012
/s/ Timothy W. O'Neil*
Timothy W. O'Neil	Director	August 1, 2012

*By:
David P. Storey
Attorney-in-Fact pursuant to a power of attorney

EFPlaceholder EFPlaceholder EFPlaceholder EXHIBIT INDEX EFPlaceholder

Exhibit No.
Under Reg.
S-K, Item
601	Description
5.1	Opinion of Rice Silbey Reuther & Sullivan, LLP, counsel to the Registrant as to the validity of the common shares*
* Filed herewith

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EFPlaceholder EFPlaceholder EFPlaceholder