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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 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) October 26, 1999
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Wireless Telecom Group Inc.
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(Exact name of Registrant as Specified in Charter)
New Jersey 1-11916 22-2582295
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
East 64 Midland Ave., Paramus, N.J. 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 October 26, 1999, Wireless Telecom Group, Inc., a New Jersey
Corporation (the "Registrant") announced that it had elected to terminate the
merger announced on September 7, 1999 pursuant to the terms of the Agreement and
Plan of Reorganization dated September 7, 1999, among the Registrant, WTT
Acquisition Corp., a New Jersey corporation and wholly-owned subsidiary of the
Registrant, and Boonton Electronics Corporation (the "Merger").
A copy of the press release announcing the termination of the Merger is
attached as EXHIBIT 99.1 and is incorporated herein by reference.
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<CAPTION>
Exhibit No. Description
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99.1 Press Release dated October 26, 1999
announcing the termination of the Merger.
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2
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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: October 27, 1999 By: /s/ Edward Garcia
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Edward Garcia
Chief Executive Officer
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<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release dated October 26, 1999 announcing the
termination of the Merger.
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3
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EXHIBIT 99.1
Wireless Telecom Group Inc.
E. 64 Midland Avenue Paramus, NJ 07652
Tel. (201) 261-8797 Fax (201) 261-8339
WTT TERMINATES MERGER WITH BOONTON ELECTRONICS
Contact: Reed DuBow
(201) 261-8797
For Immediate Release
October 26, 1999
Paramus, New Jersey -- Wireless Telecom Group, Inc. (AMEX Symbol: WTT)
announced today that it has advised Boonton Electronics Corporation (OTC
Bulletin Board: BOON) that it has elected to terminate the merger announced on
September 7, 1999, pursuant to the terms of their agreement.
Wireless Telecom Group, Inc. is a global provider of noise generation
equipment 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, 1998
and Forms 10-Q.
