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<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WIRELESS TELECOM GROUP, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
<PAGE>
WIRELESS TELECOM GROUP, INC.
EAST 64 MIDLAND AVENUE
PARAMUS, NEW JERSEY 07652
(201) 261-8797
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 16, 1997
To the Stockholders of
WIRELESS TELECOM GROUP, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Wireless
Telecom Group, Inc. (the 'Company') will be held in the Second Floor Conference
Room of Chase Manhattan Bank, East 36 Midland Avenue, Paramus, New Jersey 07652,
on Friday, May 16, 1997, at 10:00 A.M. local time, for the purpose of electing
eight directors, each for a term of one year or until their respective
successors are elected and qualify.
The close of business on March 17, 1997 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting. The transfer books of the Company will not be closed.
All stockholders are cordially invited to attend the meeting. Whether or
not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Stockholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof by filing written notice of
such revocation with the Secretary of the Company, by submission of a duly
executed proxy bearing a later date or by voting in person at the Annual Meeting
of Stockholders. Attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy. Any written notice revoking a proxy should be
sent to Secretary, Wireless Telecom Group, Inc., East 64 Midland Avenue,
Paramus, New Jersey 07652. A return envelope which requires no postage if mailed
in the United States is enclosed for your convenience.
By Order of the Board of Directors
SEYMOUR KRAMER
Secretary
Dated: March 21, 1997
<PAGE>
<PAGE>
WIRELESS TELECOM GROUP, INC.
EAST 64 MIDLAND AVENUE
PARAMUS, NEW JERSEY 07652
(201) 261-8797
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Wireless Telecom Group, Inc. (the 'Company') of
proxies in the enclosed form for the Annual Meeting of Stockholders to be held
in the Second Floor Conference Room of Chase Manhattan Bank, East 36 Midland
Avenue, Paramus, New Jersey 07652, on Friday, May 16, 1997, at 10:00 A.M. local
time, and for any adjournment or adjournments thereof, for the purposes set
forth in the foregoing Notice of Annual Meeting of Stockholders. The persons
named in the enclosed proxy form will vote the shares for which they are
appointed in accordance with the directions of the stockholders appointing them.
In the absence of such directions, such shares will be voted FOR proposal 1
listed below and, in their best judgment, will be voted on any other matters as
may come before the meeting. Any stockholder giving such a proxy has the power
to revoke the same at any time before it is voted by filing written notice of
such revocation with the Secretary of the Company, by submission of a duly
executed proxy bearing a later date or by voting in person at the Annual Meeting
of Stockholders. Attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy. Any written notice revoking a proxy should be
sent to Secretary, Wireless Telecom Group, Inc., East 64 Midland Avenue,
Paramus, New Jersey 07652. A return envelope which requires no postage if mailed
in the United States is enclosed for your convenience.
The principal executive offices of the Company are located at East 64
Midland Avenue, Paramus, New Jersey 07652. The approximate date on which this
Proxy Statement and the accompanying form of proxy will first be sent or given
to the Company's stockholders is March 21, 1997.
VOTING SECURITIES
Only holders of shares of Common Stock, par value $.01 per share
('Shares'), of record at the close of business on March 17, 1997 are entitled to
vote at the meeting. On the record date there were outstanding 17,432,628
Shares. Each outstanding Share is entitled to one vote upon all matters to be
acted upon at the meeting. The holders of a majority of the outstanding Shares
shall constitute a quorum.
A majority of the shares entitled to vote, represented in person or by
proxy, constitutes a quorum. If a quorum is present, a plurality vote of the
shares present, in person or by proxy, at the meeting and entitled to vote is
required for the election of the directors. Abstentions are considered shares
present and entitled to vote, and therefore have the same legal effect as a vote
against a matter presented at the meeting. Any shares held in street name for
which the broker or nominee receives no instructions from
<PAGE>
<PAGE>
the beneficial owner, and as to which such broker or nominee does not have
discretionary voting authority under applicable American Stock Exchange rules,
will be considered as shares not entitled to vote and will therefore not be
considered in the tabulation of the votes. Proxy ballots are received and
tabulated by the Company's transfer agent and certified by the inspector of
election.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the Company's
Common Stock owned as of March 17, 1997 by (i) each person who is known by the
Company to own beneficially more than 5% of its outstanding Common Stock, (ii)
each director and named executive officer, and (iii) all officers and directors
as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE
NAMES AND ADDRESSES BENEFICIAL OWNERSHIP(1) OWNED
- ----------------------------------------------------------------------------- ----------------------- ----------
<S> <C> <C>
Gary Simonyan(2)............................................................. 420,500 2.4%
Dale Sydnor(2)............................................................... 248,000 1.4
Seymour Kramer(2)............................................................ 20,000 *
Edward Garcia(2)............................................................. 58,000 *
Eugene Ferrara(2)............................................................ 28,000 *
Bent Hessen-Schmidt(2)(5).................................................... 84,000 *
Saul Panken ................................................................. 739,000 4.2
200 High Point Dr.
Hartsdale, NY
Dominick Scaringella(3) ..................................................... 996,000 5.7
Five Surrey Road
New Hyde Park, NY
Demir Richard Eden .......................................................... 10,000 *
120-10 Audley Street
Kew Gardens, NY
John Wilchek ................................................................ 12,000 *
211 Mohican Lane
Franklin Lakes, NJ
Franklin H. Blecher ......................................................... 300 *
6039 Collins Ave
Miami Beach, FL
All officers and directors as a group (11 persons)(3)(4)(5).................. 2,615,800 14.9%
</TABLE>
- ------------
* Less than one percent
(1) Except as otherwise set forth in the footnotes below, all shares are
beneficially owned, and the sole voting and investment power is held by the
persons named.
(2) The address of each such person is c/o Wireless Telecom Group, Inc., East 64
Midland Avenue, Paramus, New Jersey 07652.
(3) Includes 332,000 shares held in the name of Mr. Scaringella's wife.
(4) Includes 177,600 shares of Common Stock subject to options exercisable
within 60 days of March 17, 1997. Excludes an aggregate of 285,000 shares of
Common Stock subject to options which are not exercisable within 60 days of
March 17, 1997.
(5) Includes 3,450 shares held in the name of Mr. Hessen-Schmidt's daughter.
2
<PAGE>
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
At the meeting, eight Directors will be elected by the stockholders to
serve until the next annual meeting or until their successors are elected and
shall qualify. The accompanying form of proxy will be voted for the election as
Directors of the eight persons named below, unless the proxy contains contrary
instructions. Proxies cannot be voted for a greater number of persons than the
number of nominees named in the Proxy Statement. Management has no reason to
believe that any of the nominees will not be a candidate or will be unable to
serve. However, in the event that any of the nominees should become unable or
unwilling to serve as a Director, the proxy will be voted for the election of
such person or persons as shall be designated by the Directors.
THE FOLLOWING IS INFORMATION REGARDING EACH NOMINEE:
Gary Simonyan, age 61, is and has been since its founding in 1985, the
Company's Chairman. From 1978 until he joined the Company, he worked for
Micronetics, Inc., a manufacturer of electronic products, in several
capacities, including President. From 1977 through 1978, he served as
President of Laser Management Associates, an electronics consulting firm,
which he founded. Mr. Simonyan has a BS in Applied Physics and has
undertaken graduate studies in electrical engineering and in business
administration.
Dale Sydnor, age 40, was elected CEO of the Company in May 1996. He
previously served as the Company's President since July 1995 and from April
1991 until August 1996 as the Company's Chief Operating Officer. Mr. Sydnor
was also the Company's Executive Vice President and acting director of
engineering from April 1991 through July 1995, and from 1988 through 1989
he served as the Company's Project Manager. During 1990 he was a Project
Manager at ITT Aerospace Communications division. From 1986 to 1988, Mr.
Sydnor served as a private consultant. Mr. Sydnor has a BS in Electrical
Engineering and has undertaken graduate studies in business administration.
Seymour Kramer, age 73, a certified public accountant, has been a
Director and the Treasurer of the Company since 1991 and financial
consultant to the Company since 1988. He retired from active and full
business employment in 1984. From 1973 through 1984 he served as a
Director, Treasurer and Chief Financial Officer of several electronic
manufacturing, merchandising and service companies including Micronetics,
Inc. Mr. Kramer has served as the Company's Secretary since January 1997.
He has a bachelor's degree in Business Administration. Mr. Kramer is not a
full-time employee of the Company.
Saul Panken, age 74, a certified public accountant, has been a
Director of the Company since 1985. He was the Company's Treasurer from
1985 until 1991. He was a partner in the accounting firm of Lawson, Holland
and Co. from 1964 until 1987.
Dominick Scaringella, age 58, became a Director of the Company in
August 1991. From 1988 to date, he has served as President of Precision
Electronics, Inc., a manufacturer of electronics products. From 1963 to
1986, he was employed by MSI Electronics, a manufacturer of semiconductors,
as Director and Vice President. From 1986 to 1988 he was an independent
consultant to the electronics industry.
John Wilchek, age 56, became a director of the Company in May 1993. He
was the founder, President, CEO and Chairman of Zenith Knitting Mills until
his retirement in 1991.
3
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<PAGE>
Demir Richard Eden, age 57, is and has been since its founding in
1979, the President, CEO and the Chairman of Intra Computer, Inc., a
manufacturing and engineering consulting company. Mr. Eden has a Master of
Science degree in Electronics and Business Administration from Istanbul
Technical University as well as an MS in Computer Science from New York
Polytechnic University. Mr. Eden became a director of the Company in May
1993.
Franklin H. Blecher, Ph.D., age 68, became a director of the Company
in November 1994. In a distinguished thirty-seven year career with AT&T
Bell Laboratories, Dr. Blecher held several significant positions including
Executive Director of the Technical Information Systems Division from 1987
to 1989 and Executive Director of the Integrated Circuit Design Division
from 1982 to 1987 and previously Director of the Mobile Communications
Laboratory. Dr. Blecher has made significant contributions in the area of
transistor design for computer applications. He has also developed widely
used telephone and cellular transmission systems. His laboratory's work in
the cellular field was used by the FCC to establish standards for
commercial cellular systems. Dr. Blecher received his Ph.D. from New York
Polytechnic University where he is presently a member of the Corporate
Board and is Past Chairman of the Engineering Foundation.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Such executive officers, directors and greater than 10% beneficial
owners are required by S.E.C. regulation to furnish the Company with copies of
all Section 16(a) forms filed by such reporting persons.
Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that all the filing requirements applicable to the Company's executive officers,
directors and greater than 10% beneficial owners were complied with.
During the fiscal year ended December 31, 1996, there were four formal
meetings of the Board of Directors. The Board of Directors has a Stock Option
Committee and an Audit Committee, which held two and one formal meeting(s),
respectively during the fiscal year ended December 31, 1996. The members of the
Stock Option Committee are Gary Simonyan, Seymour Kramer and Saul Panken. The
members of the Audit Committee are Seymour Kramer, John Wilchek and Demir
Richard Eden.
The Company does not have a formal Executive Committee or Nominating
Committee of the Board of Directors.
Non-employee directors receive an attendance fee of $500 per meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
THE ABOVE NAMED NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
4
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 1996, 1995
and 1994, the annual and long-term compensation for the Company's chief
executive officer and its most highly compensated executive officers whose
annual compensation exceeded $100,000 for the fiscal year ended December 31,
1996 (the 'named executive officers').
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------ ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) OPTIONS(2) COMPENSATION(3)
- -------------------------------------------- ---- -------- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Gary Simonyan(4) ........................... 1996 $302,500 -- $ 56,263 -- $ 4,594
Chairman of the Board 1995 286,529 -- 56,263 -- 4,060
1994 260,576 -- 56,976 -- 4,010
Dale Sydnor ................................ 1996 $181,731 -- -- 40,000 $ 7,900
CEO and President 1995 125,353 $168,000 -- 125,000 7,386
1994 105,135 -- -- 60,000 923
Edward Garcia .............................. 1996 $102,692 $ 15,000 -- 20,000 $ 7,702
Executive Vice President Chief Operating 1995 80,000 31,838 -- 75,000 6,687
Officer 1994 73,625 11,000 -- 60,000 396
Eugene Ferrara ............................. 1996 $ 96,346 $ 15,000 -- 20,000 $ 5,401
Executive Vice President Chief Financial 1995 80,000 21,844 -- 75,000 4,076
Officer 1994 59,839 2,000 -- 48,000 --
Bent Hessen-Schmidt ........................ 1996 $ 94,231 $ 10,000 -- 20,000 $ 7,375
Vice President -- Sales & Marketing 1995 80,000 22,293 -- 30,000 7,310
1994 70,347 9,000 -- 60,000 1,848
</TABLE>
- ------------
(1) Premium on a personal life insurance policy paid for by the Company.
(2) All options have been adjusted to give effect for the 2-for-1 stock split
paid on May 28, 1996.
(3) Includes the total estimated value for the use of an automobile of $2,219 in
1996, $1,750 in 1995 and $1,700 in 1994 for Mr. Simonyan, $1,320 in 1996 and
$832 in 1995 for Mr. Garcia and $850 in 1996 for Mr. Ferrara, the total
premiums paid on split-dollar life insurance for Messers. Sydnor, Garcia,
Ferrara and Hessen-Schmidt and the matching contribution to the Wireless
Telecom Group 401(k) Profit Sharing Plan.
(4) In January 1996 the Company transferred the future residual interest in a
key-man life insurance policy to Mr. Simonyan. See the 'Employment Contracts
and Termination of Employment and Change in Control Arrangements' section of
this Proxy Statement for further information.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a Compensation Committee or other board committee
performing equivalent functions. During the fiscal year ended December 31, 1996,
deliberations concerning executive officer compensation were made by the
Company's Board of Directors, which board includes Gary Simonyan (Chairman of
the Board), Dale Sydnor (Chief Executive Officer of the Company) and Seymour
Kramer (Chief Accounting Officer, Secretary and Treasurer of the Company).
5
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<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Gary Simonyan was retained to be the Company's Chairman since its founding
in 1985. Mr. Simonyan is serving as the Company's Chairman pursuant to a written
employment contract for three years commencing August 1, 1991. This agreement
provided for an initial annual compensation of $200,000, increases of 10% per
year in compensation and a two-year non-competition covenant that commences
after termination of his employment. In July 1992 the Company's Board of
Directors and Mr. Simonyan agreed to an extension of Mr. Simonyan's employment
agreement until July 31, 1996. The agreement stipulated the increase in Mr.
Simonyan's salary to $250,000 for each of the years commencing August 1, 1992
and 1993, and an increase of ten percent (10%) per annum for each of the two
years thereafter. Mr. Simonyan's agreement was subsequently extended at an
annual salary of $302,500 through July 31, 1997. The Board of Directors has also
approved a semi-annual stipend of approximately $28,000 for premiums on a
personal life insurance policy which is paid for by the Company. In January
1996, the Company transferred the future residual interest in a key-man life
insurance policy to Gary Simonyan. This agreement allows the Company to receive
the cash premiums paid into the policy and the increase in value up until the
date of transfer plus any additional premiums paid by the Company after January
1996. Future increases in the value of the policy as well as the residual death
benefit were transferred to Mr. Simonyan.
Dale Sydnor has entered into a three year written employment contract with
the Company commencing August 1, 1991. His initial annual compensation under
such contract is $90,000 with a 10% increase per annum starting in August 1992,
and contains a one-year, limited non-competition covenant relating to its noise
source business that commences after termination of his employment. In August
1994, Mr. Sydnor's employment contract was amended. This amendment extended the
contract period through December 31, 1997 and provides for an annual base salary
of $100,000 and an annual bonus based upon sales of certain products and after
tax income. Mr. Sydnor's annual salary was increased to $200,000 upon his
election as CEO of the Company in May 1996.
6
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<PAGE>
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 1996
The following table sets forth certain information concerning options
granted during the year ended December 31, 1996 to the named executives:
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE AT
- ------------------------------------------------------------------------------------------------- ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO FOR OPTION TERM
GRANTED EMPLOYEES EXERCISE OR EXPIRATION -------------------
NAME (1) IN FISCAL YEAR BASE PRICE DATE 5% 10%
- ----------------------------------------- ---------- -------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Gary Simonyan............................ -- -- -- -- -- --
Dale Sydnor.............................. 40,000 15.09% $6.75 4/01/06 $169,802 $430,310
Edward Garcia............................ 20,000 7.55% $6.75 4/01/06 $ 84,901 $215,155
Eugene Ferrara........................... 20,000 7.55% $6.75 4/01/06 $ 84,901 $215,155
Bent Hessen-Schmidt...................... 20,000 7.55% $6.75 4/01/06 $ 84,901 $215,155
</TABLE>
- ------------
(1) Options have been adjusted for the two-for-one stock split given to
shareholders of record as of May 22, 1996. Options vest 20% per year over a
five year period beginning with the first anniversary date in 1997. The
grant date of this option is April 2, 1996.
AGGREGATED OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 1996 AND YEAR-END
OPTION VALUES
The following table provides information regarding stock option exercises
by the named executives and the number and value of unexercised options held by
named executives at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR END AT FISCAL YEAR END(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary Simonyan........................ -- -- -- -- -- --
Dale Sydnor.......................... -- -- 25,000 140,000 $111,250 $585,000
Edward Garcia........................ -- -- 15,000 80,000 $ 66,750 $337,000
Eugene Ferrara....................... -- -- 15,000 80,000 $ 66,750 $337,000
Bent Hessen-Schmidt.................. -- -- 66,000 44,000 $607,113 $216,000
</TABLE>
- ------------
(1) Based upon the closing market price of the Company's Common Stock ($10.25
per share on December 31, 1996).
7
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PERFORMANCE GRAPH
The graph below presents the cumulative total returns for the Company's
Common Stock ('WTT') compared with the American Stock Exchange Market Value
Index and a peer group index of 55 companies selected on an industry basis. The
graph assumes that the value of the investment in WTT's common stock, the
American Stock Exchange Market Value Index and the peer group index each was
$100 on December 31, 1991 and that all dividends were reinvested. All of the
indexes include only companies whose common stock has been registered under
Section 12 of the Securities Exchange Act of 1934 for at least the time frame
set forth in the graph.
The total shareholder returns depicted in the graph are not necessarily
indicative of future performance. The Performance Graph and related disclosure
shall not be deemed to be incorporated by reference in any filing by the Company
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates the graph and such
disclosure by reference.
COMPARISON OF CUMULATIVE TOTAL RETURN OF
COMPANY, PEER GROUP AND BROAD MARKET
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Wireless Telecom Group, Inc. .......... $100 $ 42 $103 $520 $1,197 $1,488
Peer Group............................. $100 $112 $ 94 $107 $ 140 $ 167
AMEX Broad Market Index................ $100 $101 $120 $106 $ 137 $ 145
</TABLE>
8
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401(K) PROFIT SHARING PLAN
The Company's 401(k) Profit Sharing Plan (the 'PSP') is qualified under
Sections 401(a) and 401(k) of the Federal Internal Revenue Code. The effective
date of the PSP is January 1, 1991. This plan is administered under a Trust and
two of the Company's directors are currently serving as its trustees. All
employees of the Company, who are 21 years or older, including its executive
officers, are eligible to participate in this plan after six months of
employment with the Company.
Under the PSP, participating employees have the right to elect that their
contributions to this plan be made from reductions from the compensation owed to
them by the Company up to 15% of their compensation per annum not to exceed
$9,500 for 1996. In addition, the Company, at its discretion, can make
contributions to this plan of up to 6% of the participant's annual compensation
that will be allocated among them. Participating employees are entitled to full
distribution of their share of the Company's contribution under this plan upon
their death, total disability or when they reach retirement age (i.e., 65 years
of age). If their employment is terminated earlier, their share of the Company's
contributions will depend upon their number of years of employment with the
Company. Employees are entitled to receive 20%, 40%, 60%, 80% and 100%,
respectively, of the Company's contributions upon completion of 3, 4, 5, 6 and 7
years of employment, respectively.
All participating employees have the right to receive 100% of their own
contributions to the PSP upon any termination of employment. Apart from the
Company's and employees' contributions, they may receive investment earnings
relating to the funds in their account under this plan.
Benefits under the PSP are payable to eligible employees in a single lump
sum or in installments upon termination of their employment, although in-service
withdrawals are permitted under certain circumstances. If more than 60% of its
contributions are allocated to key employees, the Company will be compelled to
contribute 3% of their annual compensation to each participating non-key
employee's account for that year. If the Company terminates this plan,
participating employees are entitled to 100% of the Company's contributions
credited to their accounts. Contributions to the plan for Fiscal 1996 and Fiscal
1995 aggregated $42,013 and $34,810, respectively.
DIRECTOR COMPENSATION
Director Fees. Directors who are not employees of the Company are
compensated for their services according to a standard arrangement authorized by
a resolution of the Board of Directors. Such directors are paid an annual
retainer at the rate of $500 for each meeting of the Board of Directors attended
by such director.
DIRECTOR AND OFFICER LIABILITY
New Jersey's Business Corporation Act permits New Jersey corporations to
include in their certificates of incorporation a provision eliminating or
limiting the personal liability of directors and officers of the corporation for
damages arising from certain breaches of fiduciary duty. The Company's
Certificate of Incorporation includes a provision eliminating the personal
liability of directors and officers to the Company and its stockholders for
damages to the maximum extent permitted by New Jersey law, including exculpation
for acts of omissions in violation of directors' and officers' fiduciary duties
of care. Under current New Jersey law, liability is not eliminated in the case
of a breach of a director's or officer's duty of loyalty (i.e., the duty to
refrain from transactions involving improper conflicts of interest) to the
Company or its stockholders, the failure to act in good faith, the knowing
9
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<PAGE>
violation of law or the obtainment of an improper personal benefit. The
Company's Certificate of Incorporation does not have any effect on the
availability of equitable remedies (such as an injunction or rescissions) for
breach of fiduciary duty. However, as a practical matter, equitable remedies may
not be available in particular circumstances. The Company also has in effect
under a policy effective January 19, 1997, and expiring on January 19, 1998,
insurance covering all of its directors and officers against certain liabilities
and reimbursing the Company for obligations for which it occurs as a result of
its indemnification of such directors, officers and employees.
INCENTIVE STOCK OPTION PLAN
Under the Company's Incentive Stock Option Plan (the 'Plan') options to
purchase a maximum of 1,750,000 shares of Common Stock of the Company may be
granted to officers and other key employees of the Company. Options granted
under the Plan are intended to qualify as incentive stock options as defined in
the Internal Revenue Code.
The Plan is administered by the Stock Option Committee which is composed of
three members of the Board, two of whom are 'disinterested persons' within the
meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (the 'Exchange
Act'). The purposes of the Plan are to ensure the retention of existing
executive personnel and key employees, to attract to the Company individuals of
experience and ability, to encourage proprietary interest in the Company, and to
provide additional incentive by permitting such individuals to participate in
the ownership of the Company. The criteria the Stock Option Committee uses in
granting options pursuant to the Plan is consistent with these purposes.
Options granted under the Plan are exercisable for a period of up to 10
years from the date of grant at an exercise price which is not less than the
fair market value of the Common Stock on the date of the grant, except that the
term of an incentive option granted under the Plan to a shareholder owning more
than 10% of the outstanding Common Stock may not exceed five years and its
exercise price may not be less than 110% of the fair market value of the Common
Stock on the date of the grant. The aggregate fair market value, as of the date
of grant, of the shares for which incentive options become exercisable for the
first time by an optionee during the calendar year may not exceed $100,000.
Options granted under the Plan to officers or employees of the Company may
be exercised only while the optionee is employed or retained by the Company or
within 30 days of the date of termination of the employment relationship.
However, options which are exercisable at the time of termination by reason of
death or permanent disability of the optionee may be exercised within three (3)
months of the date of termination of the employment relationship. Upon the
exercise of an option, payment may be made by cash or by any other means that
the Stock Option Committee determines. No option may be granted under the Plan
after February 19, 2005 on which date the Plan will expire. Options may be
granted only to such employees and officers of the Company as the Stock Option
Committee shall select from time to time in its sole discretion, provided that
only employees of the Company shall be eligible to receive incentive options.
The Stock Option Committee will, in its discretion, determine (subject to
the terms of the Plan) who will be granted options, the time or times at which
options shall be granted, and the number of shares subject to each option and
the manner in which options may be exercised. In making such determination,
consideration may be given to the value of the services rendered by the
respective individuals, their present and potential contributions to the success
of the Company and such other factors deemed relevant in accomplishing the
purpose of the Plan.
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Under the Plan, the optionee has none of the rights of a shareholder with
respect to the shares issuable upon the exercise of the option until such shares
shall be issued upon such exercise. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date of
exercise, except as provided in the Plan. During the lifetime of the optionee,
an option shall be exercisable only by the optionee. No option may be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other
than by will or by the laws of decent and distribution.
The Board of Directors may amend or terminate the Plan except that
shareholder approval is required to effect a change so as to increase the
aggregate number of shares that may be issued under the Plan (unless adjusted to
reflect such changes as a result of a stock dividend, stock split,
recapitalization, merger or consolidation of the Company), to modify the
requirements as to eligibility to receive options, to increase materially the
benefits accruing to participants or as otherwise may be required by Rule 16b-3,
Section 422 or Section 162(m) of the Code. No action taken by the Board may
materially and adversely affect any outstanding option grant without the consent
of the optionee.
FEDERAL TAX CONSEQUENCES
Under current tax law, there are no Federal income tax consequences to
either the employee or the Company on the grant of incentive options if granted
under the terms set forth in the Plan. Incentive option holders incur no regular
Federal income tax liability at the time of grant or upon exercise of such
option, assuming that the optionee was an employee of the Company from the date
the option was granted until 90 days before such exercise. However, upon
exercise, the Spread must be added to regular Federal taxable income in
computing the optionee's 'alternative minimum tax' liability. An optionee's
basis in the shares received on exercise of an incentive stock option will be
the option price of such shares for regular income tax purposes. No deduction is
allowable to the Company for Federal income tax purposes in connection with the
grant or exercise of such option.
If the holder of shares acquired through exercise of an incentive option
sells such shares within two years of the date of grant of such option or within
one year from the date of exercise of such option (a 'Disqualifying
Disposition'), the optionee will realize income taxable at ordinary rates.
Ordinary income is reportable during the year of such sale equal to the
difference between the option price and the fair market value of the shares at
the date the option is exercised, but the amount includable as ordinary income
shall not exceed the excess, if any, of the proceeds of such sale over the
option price. In addition to ordinary income, a Disqualifying Disposition may
result in taxable income subject to capital gains treatment if the sales
proceeds exceed the optionee's basis in the shares (i.e., the option price plus
the amount includable as ordinary income). The amount of the optionee's taxable
ordinary income will be deductible by the Company in the year of the
Disqualifying Disposition.
At the time of sale of shares received upon exercise of an option (other
than a Disqualifying Disposition of shares received upon the exercise of an
incentive option), any gain or loss is long-term or short-term capital gain or
loss, depending upon the holding period. The holding period for long-term
capital gain or loss treatment is more than one year.
The foregoing is not intended to be an exhaustive analysis of the tax
consequences relating to stock options issued under the Plan. For instance, the
treatment of options under state and local tax laws, which is not described
above, may differ from the treatment for Federal income tax purposes.
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of independent accountants of the Company recommended by the Audit
Committee and selected by the Board of Directors for the current fiscal year is
Lazar, Levine & Company, LLP. The Board of Directors does not expect that
representatives of Lazar, Levine & Company, LLP will be present at the Annual
Meeting of Stockholders.
GENERAL
The Management of the Company does not know of any matters other than those
stated in the Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such matters
in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to the stockholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mails, officers and regular employees may solicit the return of
proxies. The Company may reimburse persons holding stock in their names or in
the names of other nominees for their expense in sending proxies and proxy
material to principals. Proxies may be solicited by mail, personal interview,
telephone and fax.
The Company will provide without charge to each person being solicited by
this Proxy Statement, on the written request of any such person, a copy of the
Annual Report of the Company on Form 10-K for the year ended December 31, 1996
(as filed with the Securities and Exchange Commission) including the financial
statements and the schedules thereto. All such requests should be directed to
Seymour Kramer, Secretary, Wireless Telecom Group, Inc., East 64 Midland Avenue,
Paramus, New Jersey 07652.
All proposals of stockholders intended to be included in the proxy
statement to be presented at the next Annual Meeting of Stockholders must be
received at the Company's executive office in Paramus, New Jersey, no later than
November 22, 1997.
By Order of the Board of Directors
SEYMOUR KRAMER
Secretary
Dated: March 21, 1997
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APPENDIX 1
PROXY CARD
PROXY
WIRELESS TELECOM GROUP, INC
EAST 64 MIDLAND AVENUE, PARAMUS, NEW JERSEY 07652
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary Simonyan and Seymour Kramer as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of the Common
Stock of Wireless Telecom Group, Inc. held of record by the undersigned on March
17, 1997, at the Annual Meeting of Stockholders to be held on May 16, 1997 or
any adjournment thereof.
1. Election of GARY SIMONYAN, SEYMOUR KRAMER, SAUL PANKEN , DOMINICK
SCARINGELLA, DEMIR RICHARD EDEN, JOHN WILCHEK, FRANKLIN H. BLECHER AND DALE
SYDNOR as Directors,
FOR all eight nominees listed (except as marked to the contrary
above) [ ] WITHHOLD AUTHORITY [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OF THE NOMINEES STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE)
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. If no direction is made, this proxy will be voted for Proposal
1.
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PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
Dated: _______________________, 1997
Signature: _________________________
Signature if held jointly: _________
WHEN SIGNING AS ATTORNEY, AS
EXECUTOR, AS ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE FULL TITLE
AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
