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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>
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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 15, 1998
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 at the Radisson Inn, 601 From
Road, Paramus, New Jersey 07652, on Friday, May 15, 1998, at 10:00 A.M. local
time, for the purpose of electing five directors, each for a term of one year or
until their respective successors are elected and qualify.
The close of business on March 16, 1998 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
EUGENE FERRARA
Secretary
Dated: March 20, 1998
<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 Radisson Inn, 601 From Road, Paramus, New Jersey 07652, on Friday, May
15, 1998, 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 20, 1998.
VOTING SECURITIES
Only holders of shares of Common Stock, par value $.01 per share
('Shares'), of record at the close of business on March 16, 1998 are entitled to
vote at the meeting. On the record date there were outstanding 17,478,098
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 the beneficial owner,
and as to which such broker or nominee does not have discretionary voting
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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 16, 1998 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. Except as otherwise set forth below, the address of each such person
is c\o Wireless Telecom Group, Inc., E. 64 Midland Avenue, Paramus, New Jersey,
07652.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE
NAMES AND ADDRESSES BENEFICIAL OWNERSHIP(1) OWNED
- ----------------------------------------------------------------------------- ----------------------- ----------
<S> <C> <C>
Dale Sydnor(2)............................................................... 281,000 1.6%
Edward Garcia(3)............................................................. 79,000 *
Eugene Ferrara(4)............................................................ 49,000 *
Inho Alex Kim(5)............................................................. 18,000 *
Dominick Scaringella(6) ..................................................... 959,400 5.5
Five Surrey Road
New Hyde Park, NY
Demir Richard Eden .......................................................... 19,000 *
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 (8 persons)(2)(3)(4)(5)(6)............. 1,417,700 8.0
FMR Corp(7) ................................................................. 1,694,900 9.7%
82 Devonshire Street
Boston, MA 02109
</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) Includes 81,000 shares of Common Stock subject to options exercisable within
60 days of March 16, 1998. Excludes an aggregate of 134,000 shares of Common
Stock subject to options which are not exercisable within 60 days of March
16, 1998.
(3) Includes 49,000 shares of Common Stock subject to options exercisable within
60 days of March 16, 1998. Excludes an aggregate of 71,000 shares of Common
Stock subject to options which are not exercisable within 60 days of March
16, 1998.
(4) Includes 46,600 shares of Common Stock subject to options exercisable within
60 days of March 16, 1998. Excludes an aggregate of 71,000 shares of Common
Stock subject to options which are not exercisable within 60 days of March
16, 1998.
(footnotes continued on next page)
2
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<PAGE>
(footnotes continued from previous page)
(5) Includes 13,000 shares of Common Stock subject to options exercisable within
60 days of March 16, 1998. Excludes an aggregate of 45,800 shares of Common
Stock subject to options which are not exercisable within 60 days of March
16, 1998.
(6) Includes 313,700 shares held in the name of Mr. Scaringella's wife.
(7) Based on information set forth in Form 13G dated December 30, 1997, filed
with the Securities and Exchange Commission ('SEC').
PROPOSAL 1
ELECTION OF DIRECTORS
At the meeting, five 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 five 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:
Dale Sydnor, age 41, has served as Chairman of the Board since May
1997. He was elected Chief Executive Officer and as a member of the Board
of Directors in May 1996 and he has served as the Company's President since
July 1995. Mr. Sydnor also held the position of Chief Operating Officer
from April 1991 until August 1996. Mr. Sydnor has been associated with the
Company since 1988. Mr. Sydnor has a bachelor's degree in Electrical
Engineering and has undertaken graduate studies in Business Administration.
Dominick Scaringella, age 59, 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. Previously, Mr.
Scaringella served as a Director and Vice President of MSI Electronics, a
manufacturer of semiconductors.
John Wilchek, age 57, 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.
Demir Richard Eden, age 58, 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 69, 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
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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, 1997, there were four formal
meetings of the Board of Directors. The Board of Directors has a Stock Option
Committee, a Compensation Committee and an Audit Committee, which held four, one
and one formal meeting(s), respectively during the fiscal year ended December
31, 1997. The members of the Stock Option Committee are Dale Sydnor and John
Wilchek. The members of the Compensation Committee are Dale Sydnor, Demir
Richard Eden and Dominick Scaringella. The members of the Audit Committee are
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 $1,000 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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EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 1997, 1996
and 1995, 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,
1997 (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 COMPENSATION(2)
- ------------------------------------------ ---- -------- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Dale Sydnor .............................. 1997 $235,577 $ 50,000 -- 40,000 $ 8,375
Chairman of the Board, 1996 181,731 -- -- 40,000 7,900
CEO and President 1995 125,353 168,000 -- 125,000 7,386
Gary Simonyan ............................ 1997 $180,337 -- $103,769 -- $ 4,225
Chairman of the Board 1996 302,500 -- 56,263 -- 4,594
(retired July 31, 1997) 1995 286,529 -- 56,263 -- 4,060
Edward Garcia ............................ 1997 $125,185 $ 20,000 -- 25,000 $ 7,802
Executive Vice President 1996 102,692 15,000 -- 20,000 7,702
Chief Operating Officer 1995 80,000 31,838 -- 75,000 6,687
Eugene Ferrara ........................... 1997 $114,921 $ 20,000 -- 25,000 $ 6,346
Executive Vice President 1996 96,346 15,000 -- 20,000 5,401
Chief Financial Officer 1995 80,000 21,844 -- 75,000 4,076
Bent Hessen-Schmidt ...................... 1997 $113,651 $ 20,000 -- 25,000 $ 7,375
Vice President -- Sales & Marketing(3) 1996 94,231 10,000 -- 20,000 7,375
1995 80,000 22,293 -- 30,000 7,310
</TABLE>
- ------------
(1) Final Premiums on personal life insurance policies paid for by the Company.
(2) Includes the total estimated value for the use of an automobile of $1,850 in
1997, $2,219 in 1996 and $1,750 in 1995 for Mr. Simonyan, $1,420 in 1997,
$1,320 in 1996 and $832 in 1995 for Mr. Garcia and $1,320 in 1997 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.
(3) Effective March 4, 1998, Mr. Hessen-Schmidt is no longer affiliated with the
Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee (the 'Committee') was formed in July 1997. The
Committee is composed of Messrs. Eden, Scaringella and Sydnor. Prior to the
formation of the Committee deliberations concerning executive officer
compensation were made by the Company's Board of Directors, which board also
includes Dale Sydnor (Chairman of the Board). The Compensation Committee
determines compensation levels based on individual performance and
responsibility, as well as overall corporate performance. The predominant
components of executive compensation have been base salary and stock option
grants.
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No executive officer of the Company served as a director or member of a
compensation committee of another entity.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
No employment contracts are currently in existence with any of the officers
of the Company.
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 1997
The following table sets forth certain information concerning options
granted during the year ended December 31, 1997 to the named executives:
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 1997
<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 9.98% $7.38 10/26/07 $185,524 $470,154
Edward Garcia............................. 25,000 6.23% $7.38 10/26/07 $115,952 $293,846
Eugene Ferrara............................ 25,000 6.23% $7.38 10/26/07 $115,952 $293,846
Bent Hessen-Schmidt....................... 25,000 6.23% $7.38 10/26/07 $115,952 $293,846
</TABLE>
- ------------
(1) Options vest 20% per year over a five year period beginning with the first
anniversary date in 1998. The grant date of this option is October 27, 1997.
AGGREGATED OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 1997 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, 1997.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR END AT FISCAL YEAR END(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------ ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary Simonyan....................... -- -- -- -- -- --
Dale Sydnor......................... -- -- 58,000 157,000 $ 62,500 $93,750
Edward Garcia....................... -- -- 34,000 86,000 $ 37,500 $56,250
Eugene Ferrara...................... 2,400 $14,900 31,600 86,000 $ 32,500 $56,250
Bent Hessen-Schmidt................. 10,000 $89,167 66,000 59,000 $ 300,510 $37,500
</TABLE>
- ------------
(1) Based on the aggregate value realized upon the date of exercise.
(2) Based upon the closing market price of the Company's Common Stock ($6.25 per
share on December 31, 1997).
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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 54 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, 1992 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.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Wireless Telecom Group, Inc. ...... $100 $248 $1,246 $2,870 $3,567 $2,226
Peer Group......................... $100 $ 84 $ 95 $ 124 $ 149 $ 154
AMEX Broad Market Index............ $100 $119 $ 105 $ 135 $ 143 $ 172
</TABLE>
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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
one of the Company's directors is currently serving as a trustee. 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 1997. 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 1997 and Fiscal
1996 aggregated $48,485 and $42,013, 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 $1,000 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
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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, 1998, and expiring on January 19, 1999,
insurance covering all of its directors and officers against certain liabilities
and reimbursing the Company for obligations for which it incurs 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
two members of the Board. 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 descent 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 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.
10
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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 & Felix LLP. The Board of Directors does not expect that
representatives of Lazar Levine & Felix 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, 1997
(as filed with the Securities and Exchange Commission) including the financial
statements and the schedules thereto. All such requests should be directed to
Eugene Ferrara, 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 21, 1998.
By Order of the Board of Directors
EUGENE FERRARA
Secretary
Dated: March 20, 1998
11
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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 Dale Sydnor and Demir Richard Eden 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
16, 1998, at the Annual Meeting of Stockholders to be held on May 15, 1998 or
any adjournment thereof.
1. Election of FRANKLIN H. BLECHER, DEMIR RICHARD EDEN, DALE SYDNOR, DOMINICK
SCARINGELLA AND JOHN WILCHEK as Directors,
FOR all five 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: _______________________, 1998
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.
