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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 7, 1999
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Wireless Telecom Group, Inc.
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(Exact name of Registrant as Specified in Charter)
New Jersey 22-2582295
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
East 64 Midland Avenue, Paramus, New Jersey 07652
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 261-8797
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 7, 1999, Wireless Telecom Group, Inc. (the "Company"), entered
into an Asset Purchase Agreement (the "Agreement") with Telecom Analysis
Systems, Inc. ("TAS"), a New Jersey corporation and a wholly-owned subsidiary of
Bowthorpe plc, a corporation organized under the laws of England and Wales,
pursuant to which the Company has agreed, among other things, to sell (subject
to certain closing conditions as set forth in the Agreement) to TAS all wireless
and satellite test equipment product lines and components developed or, as of
the closing date, under development (the "Test Equipment Assets"). Upon
consummation of the transactions contemplated by the Agreement, it is expected
that certain of the Company's employees whose employment relates to the Test
Equipment Assets will leave the Company and become employees of TAS.
The purchase price TAS will pay for the Test Equipment Assets will
initially be approximately $18.8 million (the "Purchase Price"), which amount
may be adjusted prior to closing based upon the procedures set forth in the
Agreement. In addition, TAS will pay an additional $200,000 to Neptune as
consideration for entering into a non-competition agreement with TAS, and TAS
will assume certain liabilities of the Company related to the Test Equipment
Assets.
At the closing, $2.0 million of the Purchase Price will be deposited by TAS
into an escrow account to secure payment of certain indemnification obligations
and/or purchase price adjustments the Company may owe to TAS as set forth in the
Agreement.
The Agreement also provides that the Company shall purchase TAS's product
lines which relate to single-function noise generation product lines (the "Noise
Assets"). The Company expects to adopt and/or integrate the Noise Assets into
the on-going operations of the Company. At the closing TAS will enter into a
non-competition agreement with the Company relating to the Noise Assets (the
"TAS Non-Compete Agreement"). In consideration for TAS's sale of the Noise
Assets and entering into the TAS Non-Compete Agreement, the Company will pay
$2.5 million to TAS.
The consummation of the transactions contemplated by the Agreement is
expected to occur in early February.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) List of Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
99.1 Press Release, dated January 7, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WIRELESS TELECOM GROUP, INC.
Date: January 22, 1999
By: /s/ Demir Richard Eden
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Name: Demir Richard Eden
Title: President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
<S> <C>
99.1 Press Release, dated January 7, 1999.
</TABLE>
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Wireless Telecom Group Inc.
E. 64 Midland Avenue Paramus, NJ 07652
Tel. (201) 261-8797 Fax (201) 261-8339
WTT AGREES TO SELL CERTAIN ASSETS FOR $19,000,000
Acquires Noise product line from Telecom Analysis Systems
NEWS RELEASE
Contact: Dick Eden
(201) 261-8797
For Immediate Release
Friday, January 8, 1999
Paramus, New Jersey - Wireless Telecom Group, Inc. (AMEX Symbol: WTT)
announced today the execution of a definitive agreement to sell its wireless and
satellite communications test equipment business to Telecom Analysis Systems,
Inc. (TAS), a wholly owned subsidiary of Bowthorpe plc, a UK based multinational
corporation (LSE Symbol: BWTH). The sale, subject to certain conditions
including regulatory approval, is to be made for a cash consideration of
approximately $19 million. The business to be sold represents less than 50% of
Wireless' total assets as of September 30, 1998. The closing date is scheduled
for the early part of February 1999.
In addition, WTT will acquire the noise generation business from TAS
for $2.5 million. This acquisition further strengthens the Company's leadership
position in the noise generation business. The net cash received should allow
WTT to further expand its components business including further acquisitions.
"Historically the noise components business, in which the Company is a
leader, has been very profitable. We feel this is a tremendous opportunity to
further expand our business in related fields. As a result of this deal the
Company will have in excess of $20,000,000 in cash and will immediately return
to profitability," stated Dick Eden, President.
Wireless Telecom Group, Inc. is a global leader of
noise generators used in the telecommunications field.
Except for historical information, the matters discussed in this news
release may be considered "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements include
declarations regarding the intent, belief or current expectations of the Company
and its management. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
a number of risks and uncertainties that could materially affect actual results.
Such risks and uncertainties are identified in the Company's reports and
registration statements filed with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 1997
and Forms 10-Q.
