<PAGE>
Schedule 14A.
(Rule 14a-101)
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 Rule 14a-11(c) or Rule 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>
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, JULY 30, 1999
To the Stockholders of
WIRELESS TELECOM GROUP, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Wireless
Telecom Group, Inc., a New Jersey corporation (the 'Company'), will be held at
the Radisson Inn, 601 From Road, Paramus, New Jersey 07652, on Friday, July 30,
1999, at 10:00 a.m., local time (the 'Meeting'), for the following purposes:
1. To elect each Edward Garcia, John Wilchek, Demir Richard Eden, Franklin
H. Blecher and Henry L. Bachman as a member of the Company's Board of
Directors, for a term of one year or until their respective successors
are elected and qualified; and
2. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The close of business on Tuesday, June 1, 1999 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 (i) filing written notice
of such revocation with the Secretary of the Company, (ii) submission of a duly
executed proxy bearing a later date or (iii) voting in person at the Meeting.
Attendance at the Meeting will not in and of itself constitute revocation of a
proxy. Any written notice revoking a proxy should be sent to: Ms. Reed E. DuBow,
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,
REED E. DUBOW
Secretary
Dated: June 11, 1999
<PAGE>
WIRELESS TELECOM GROUP, INC.
EAST 64 MIDLAND AVENUE
PARAMUS, NEW JERSEY 07652
(201) 261-8797
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, JULY 30, 1999
------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Wireless Telecom Group, Inc., a New Jersey corporation
(the 'Company'), of proxies in the enclosed form for the Annual Meeting of
Stockholders to be held at the Radisson Inn, 601 From Road, Paramus, New Jersey
07652, on Friday, July 30, 1999, 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 'Meeting'). The persons named in
the enclosed proxy form will vote the shares of the Company's common stock, par
value $.01 per share (the 'Common Stock'), 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 set forth
herein and, in their best judgment, will be voted on any other matters as may
come before the Meeting. Any stockholder giving a proxy has the power to revoke
such proxy at any time before it is voted by (i) filing written notice of such
revocation with the Secretary of the Company, (ii) submission of a duly executed
proxy bearing a later date or (iii) voting in person at the Meeting. Attendance
at the Meeting will not in and of itself constitute a revocation of a proxy. Any
written notice revoking a proxy should be sent to: Ms. Reed E. DuBow, 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 herewith 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 June 11, 1999 (the 'Mailing Date').
VOTING SECURITIES
Only holders of shares of the Company's Common Stock of record at the close
of business on June 1, 1999 (the 'Record Date') are entitled to vote at the
Meeting. On the Record Date, there were 17,557,298 shares of Common Stock
outstanding. Each outstanding share of Common Stock is entitled to one (1) vote
on all matters to be acted upon at the Meeting. A majority of the shares of
Common Stock entitled to vote, represented in person or by proxy, constitutes a
quorum. If a quorum is present, a plurality vote of the shares of Common Stock
present (either in person or by proxy) at the Meeting and entitled to vote is
required for the election of the director nominees. 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 of Common Stock
held in street name for which the broker or
<PAGE>
nominee receives no instructions from 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 shares of Common Stock 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.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting, stockholders will be requested to vote for five (5)
Director nominees to serve on the Company's Board of Directors until the next
annual meeting of stockholders or until their respective successors are elected
and qualified. The accompanying form of proxy will be voted 'FOR' the election
of the five nominees named below as directors, unless the voting stockholder
indicates otherwise on such proxy. Proxies cannot be voted for a greater number
of persons than the number of nominees named in this Proxy Statement. Management
has no reason to believe that any of the nominees will not be a candidate or
will be unable to serve as a director. 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.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The current directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- - ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Edward J. Garcia(1)(2)(3)(5)......................... 34 Chairman of the Board, Chief Executive Officer and
President
Demir Richard Eden(3)(4)(5).......................... 59 Acting Chief Financial Officer and Director
Reed E. DuBow........................................ 31 Secretary
Henry L. Bachman(5).................................. 69 Director
John Wilchek(1)(4)(5)................................ 58 Director
Franklin H. Blecher(5)............................... 70 Director
</TABLE>
- - ------------
(1) Member of Stock Option Committee
(2) Trustee for Profit Sharing Plan
(3) Member of Compensation Committee
(4) Member of Audit Committee
(5) Director Nominee
2
<PAGE>
Edward J. Garcia, age 34, a director nominee, has served as Chairman
of the Board, Chief Executive Officer and President of the Company since
January 1999. Prior to becoming Chairman of the Board, Chief Executive
Officer and President, Mr. Garcia had served as Vice President of
Operations since October 1995 and Executive Vice President and Chief
Operating Officer since August 1996. Mr. Garcia joined the Company in 1990
and has served in various positions, including sales manager and Chief
Engineer.
Demir Richard Eden, age 59, a director nominee, became a director of
the Company in May 1993 and has been serving as the Company's Acting Chief
Financial Officer since January 1999. Mr. Eden served as President of the
Company from October 1998 to January 1999. Mr. Eden has also served as
President, CEO and the Chairman of Intra Computer, Inc., a manufacturing
and engineering consulting company, since its founding in 1979. 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.
Reed E. DuBow, age 31, has served as Secretary of the Company since
January 1999. Ms. DuBow joined the Company in 1995 as an accountant and was
given the title of Assistant Controller in 1998. Prior to joining the
Company, Ms. DuBow worked as an accountant for Grand Metropolitan, PLC in
the Treasury Department from 1993 until 1995. Ms. DuBow holds a Bachelor's
degree in Accounting.
Henry L. Bachman, age 69, a director nominee, became a director of the
Company in January 1999 and has a 48-year career in the electronics
industry. From 1951 to 1996, Mr. Bachman served as Vice President of
Hazeltine, a subsidiary of Marconi Aerospace Systems Inc., Advanced Systems
Division, on a full-time basis and currently provides consulting services
to them on a part-time basis. Mr. Bachman was President of The Institute of
Electrical and Electronics Engineers (IEEE). Mr. Bachman has a Bachelor's
degree and MS degree from Polytechnic University as well as completed the
Advanced Management Program at Harvard Sloan School of Management.
John Wilchek, age 58, a director nominee, 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.
Franklin H. Blecher, Ph.D., age 70, a director nominee, 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 has previously
served as a 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) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 (the
3
<PAGE>
'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
regulation to furnish the Company with copies of all Section 16(a) forms filed
by such reporting persons with the Commission.
Based solely upon the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that the Company's executive officers, directors and greater than 10%
beneficial owners have complied with all applicable filing requirements.
MEETINGS OF THE BOARD
During the fiscal year ended December 31, 1998, there were four (4) formal
meetings of the Company's Board of Directors, several actions by unanimous
consent and several informal meetings. The Board of Directors has a Stock Option
Committee, an Audit Committee and a Compensation Committee. During the fiscal
year ended December 31, 1998, there were four (4) formal meetings of the Stock
Option Committee, one (1) formal meeting of the Audit Committee and one (1)
formal meeting of the Compensation Committee. Each director of the Company
attended all meetings of the Board of Directors and Committees of which he was a
member during the fiscal year ended December 31, 1998.
COMMITTEES OF THE BOARD OF DIRECTORS
The Stock Option Committee serves at the pleasure of the Board of
Directors, and is authorized to administer the Company's stock option plans,
including granting, repricing and canceling incentive stock options and
non-qualified stock options authorized for grant thereunder, determining
optionees and the terms of options granted to such optionees. The members of the
Stock Option Committee are Messrs. Edward J. Garcia and John Wilchek. See
'Incentive Stock Option Plan.'
The Audit Committee serves at the pleasure of the Board of Directors, and
is authorized to review proposals of the Company's auditors regarding annual
audits, recommend the engagement or discharge of the auditors, review
recommendations of such auditors concerning accounting principles and the
adequacy of internal controls and accounting procedures and practices, to review
the scope of the annual audit, to approve or disapprove each professional
service or type of service other than standard auditing services to be provided
by the auditors, and to review and discuss the audited financial statements with
the auditors. The members of the Audit Committee are Messrs. Demir Richard Eden
and John Wilchek.
The Compensation Committee serves at the pleasure of the Board of
Directors, and is authorized to establish salaries, incentives and other forms
of compensation for officers, directors and certain key employees and
consultants, administer the Company's various incentive compensation and benefit
plans and recommend policies relating to such plans. The members of the
Compensation Committee are Messrs. Edward J. Garcia and Demir Richard Eden.
The Company does not have a formal Nominating Committee or Executive
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 FIVE NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 1998, 1997
and 1996, 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,
1998 (each, a 'Named Executive Officer').
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------- ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER OPTIONS COMPENSATION(1)
- - --------------------------------------------- ---- -------- ------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Garcia ............................ 1998 $128,376 -- -- 75,000 $ 7,947
Chairman of the Board, CEO 1997 125,185 $20,000 -- 25,000(7) 7,802
and President(2) 1996 102,692 15,000 -- 20,000 7,702
Dale Sydnor ................................. 1998 $232,692 -- -- 110,000 $ 8,405
Former Chairman of the Board, 1997 235,577 $50,000 -- 40,000(7) 8,375
CEO and President (no longer 1996 181,731 -- -- 40,000 7,900
affiliated with the Company)(3)
Eugene Ferrara .............................. 1998 $118,604 -- $ 60,000(5) 75,000 $ 7,946
Former Exec. Vice President, 1997 114,921 $20,000 -- 25,000(7) 6,346
Chief Financial Officer (no 1996 96,346 15,000 -- 20,000 5,401
longer an officer of the Company)(4)
Inho Alex Kim ............................... 1998 $108,437 -- -- 75,000 $ 2,500
Former Vice President of Business 1997 95,387 $ 5,000 -- 45,000(7) 475
Development (no longer 1996 78,095 3,000 -- 4,000 --
affiliated with the Company)(6)
</TABLE>
- - ------------
(1) Includes the total estimated value for the use of an automobile of $1,470,
$1,420 and $1,320 for fiscal years ended December 31, 1998, 1997 and 1996,
respectively, for Mr. Garcia, and $1,370, $1,320 and $850 for fiscal years
ended December 31, 1998, 1997 and 1996, respectively, for Mr. Ferrara. Also
includes the total premiums paid on split-dollar life insurance for Messrs.
Sydnor, Garcia, and Ferrara and the matching contribution to the Wireless
Telecom Group 401(k) Profit Sharing Plan.
(2) Mr. Garcia currently serves as the Company's Chief Executive Officer,
Chairman of the Board and President and has done so since January 1999. From
October 1995 to August 1996, Mr. Garcia served as the Company's Vice
President of Operations, and from August 1996 to January 1999 as Vice
President and since August 1996 as Chief Operating Officer.
(3) Mr. Sydnor served as President of the Company from July 1995 to March 1998,
Chief Executive Officer from May 1996 to January 1999 and Chairman of the
Board from May 1997 to January 1999. Mr. Sydnor is no longer affiliated with
the Company.
(4) Mr. Ferrara served as the Chief Financial Officer of the Company from August
1994 to January 1999. Mr. Ferrara is no longer an officer of the Company.
(5) Severance payment paid by the Company to Mr. Ferrara.
(footnotes continued on next page)
5
<PAGE>
(footnotes continued from previous page)
(6) Mr. Kim served as the Company's Vice President of Business Development until
March 1999. Mr. Kim is no longer affiliated with the Company.
(7) These options were repriced on June 15, 1998. See 'Report on Repricing of
Options' and '10-Year Option Repricings' chart.
OPTION GRANTS IN FISCAL YEAR 1998*
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
TOTAL STOCK
NUMBER OF OPTIONS PRICE APPRECIATION
SECURITIES GRANTED TO FOR
UNDERLYING EMPLOYEES IN EXERCISE OF OPTION TERM
OPTION/SARS FISCAL YEAR BASE PRICE EXPIRATION --------------------
NAME GRANTED (#) 1998 ($/SH) DATE 5% ($) 10% ($)
- - --------------------------------- ----------- ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Garcia ................ 75,000 6.9% $2.63 6/14/08 $123,814 $313,768
Chairman of the Board,
CEO and President
Dale Sydnor ..................... 110,000 10.2% $2.63 6/14/08 $181,593 $460,193
Former Chairman of
the Board, CEO and President
(no longer affiliated with the
Company)
Eugene Ferrara .................. 75,000 6.9% $2.63 6/14/08 $123,814 $313,768
Former Exec. Vice
President, Chief
Financial Officer (no
longer an officer of the
Company)
Inho Alex Kim ................... 75,000 6.9% $2.63 6/14/08 $123,814 $313,768
Former Vice President
of Business Development
(no longer affiliated with
the Company)
</TABLE>
- - ------------
* See ' -- Report on Repricing of Options' and ' -- 10-Year Option Repricings'
chart.
6
<PAGE>
AGGREGATE OPTION EXERCISES IN THE
YEAR ENDED DECEMBER 31, 1998 AND OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED
SHARES IN-THE-MONEY OPTIONS AT
ACQUIRED AT FISCAL YEAR END(1) FISCAL YEAR END(2)
ON VALUE ------------------------------ ------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - -------------------------------- -------- -------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Garcia ............... -- -- 35,000 105,000 -- --
Chairman, CEO and President
Dale Sydnor .................... -- -- 61,000 164,000 -- --
Former Chairman, CEO and
President
(no longer affiliated with the
Company)
Eugene Ferrara ................. -- -- 32,600 105,000 -- --
Former Exec. Vice President,
Chief
Financial Officer (no longer
an officer of
the Company)
Inho Alex Kim .................. -- -- 9,000 79,800 -- --
Former Vice President of
Business
Development (no longer
affiliated with
the Company)
</TABLE>
- - ------------
(1) Some options were cancelled and reissued in June 1998. See 'Report on
Repricing of Options' and '10-year Option Repricings' chart.
(2) Based upon the closing market price of the Company's Common Stock ($1.875
per share) on December 31, 1998.
REPORT ON REPRICING OF OPTIONS
On June 15, 1998, the Company cancelled options granted to (i) Mr. Dale
Sydnor, the Company's then Chairman and Chief Executive Officer, on May 28, 1995
and October 27, 1997 to purchase 50,000 and 40,000 shares of the Company's
Common Stock, respectively, at exercise prices equal to $8.25 and $7.38 per
share, respectively, in consideration for options to purchase 110,000 shares of
the Company's Common Stock at an exercise price equal to $2.63 per share of
Common Stock, (ii) Mr. Edward J. Garcia, the Company's then Vice President and
Chief Operating Officer, on May 28, 1995 and October 27, 1997 to purchase 30,000
and 25,000 shares of the Company's Common Stock, respectively, at exercise
prices equal to $8.25 and $7.38 per share, respectively, in consideration for
options to purchase 75,000 shares of the Company's Common Stock at an exercise
price equal to $2.63 per share of Common Stock, (iii) Mr. Eugene Ferrara, the
Company's then Chief Financial Officer, on May 28, 1995 and October 27, 1997 to
purchase 30,000 and 25,000 shares of the Company's Common Stock, respectively,
at exercise prices equal to $8.25 and $7.38 per share, respectively, in
consideration for options to purchase 75,000 shares of the Company's Common
Stock at an exercise price equal to $2.63 per share of Common Stock and (iv) Mr.
Inho Alex Kim, the Company's then Vice President of Business Development, on
January
7
<PAGE>
24, 1997 and October 27, 1997 to purchase 20,000 and 25,000 shares of the
Company's Common Stock, respectively, at exercise prices equal to $11.63 and
$7.38 per share, respectively, in consideration for options to purchase 75,000
shares of the Company's Common Stock at an exercise price equal to $2.63 per
share of Common Stock. The Company, upon the recommendation of the Compensation
Committee, cancelled and reissued (i.e., repriced) such executive officers'
stock options due to the sustained lower price levels at which the Company's
Common Stock had been trading on the American Stock Exchange (Symbol: WTT) and
the Company's continued interest in, and philosophy of, utilizing stock options
as a means of retaining and providing talented personnel with an added incentive
for their efforts and ingenuity.
The Compensation Committee
Messrs. Edward J. Garcia and Demir Richard Eden
10-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES MARKET PRICE EXERCISE ORIGINAL TERM
UNDERLYING OF STOCK AT PRICE AT REMAINING AT
OPTIONS TIME OF TIME OF NEW DATE OF
REPRICED OR REPRICING OF REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED(1)(2) AMENDMENT AMENDMENT PRICE AMENDMENT
- - ------------------------------------- ------- ------------- ------------- ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Garcia .................... 6/15/98 30,000 $2.63 $ 8.25 $ 2.63 7.2 years
Chairman, CEO and 6/15/98 25,000 2.63 7.38 2.63 9.3 years
President
Dale Sydnor ......................... 6/15/98 50,000 $2.63 $ 8.25 $ 2.63 7.2 years
Former Chairman, 6/15/98 40,000 2.63 7.38 2.63 9.3 years
CEO and President
(no longer affiliated
with the Company)
Eugene Ferrara ...................... 6/15/98 30,000 $2.63 $ 8.25 $ 2.63 7.2 years
Former Exec. Vice 6/15/98 25,000 2.63 7.38 2.63 9.3 years
President, CFO (no
longer an officer of
the Company)
Inho Alex Kim ....................... 6/15/98 20,000 $2.63 $11.63 $ 2.63 8.5 years
Former Vice 6/15/98 25,000 2.63 7.38 2.63 9.3 years
President of Business
Development (no
longer affiliated with
the Company)
</TABLE>
- - ------------
(1) The Company cancelled Mr. Sydnor's options in exchange for options to
purchase 110,000 shares of Common Stock of the Company at an exercise price
of $2.63 per share of Common Stock expiring June 15, 2008.
(2) The Company cancelled each of Messrs. Garcia's, Ferrara's and Kim's options
in exchange for options to each to purchase 75,000 shares of Common Stock of
the Company at an exercise price of $2.63 per share of Common Stock expiring
June 15, 2008.
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Edward J. Garcia and
Demir Richard Eden. Mr. Garcia has served as Chairman of the Board, Chief
Executive Officer and President of the Company since January 1999. Prior to
becoming Chairman of the Board, Chief Executive Officer and President, Mr.
Garcia had served as Vice President of Operations since October 1995 and
Executive Vice President and Chief Operating Officer since August 1996. Mr. Eden
served as President of the Company from October 1998 to January 1999 and has
been Acting Chief Financial Officer of the Company since May 1999. See
'Directors and Executive Officers of the Registrant.'
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company strives to apply a uniform philosophy regarding compensation
for all of its employees, including the members of its senior management. This
philosophy is based upon the premise that the achievements of the Company result
from the combined and coordinated efforts of all employees working toward common
goals and objectives in a competitive, evolving market place.
The goals of the Company's compensation program are to align remuneration
with business objectives and performance, and to enable the Company to retain
and competitively reward executive officers who contribute to the long-term
success of the Company. The Company attempts to pay its executive officers
competitively in order that it will be able to retain the most capable people in
the industry. Information with respect to levels of compensation being paid by
comparable companies is obtained from various publications and surveys.
Mr. Dale Sydnor served as the Company's Chief Executive Officer for the
fiscal year ended December 31, 1998 for which he received $232,692 in salary,
options to purchase 110,000 shares of the Company's Common Stock and $8,405 in
other compensation. Mr. Edward J. Garcia has served as the Company's Chief
Executive Officer, President and Chairman of the Board of Directors since
January 1999. In the fiscal year ended December 31, 1998, Mr. Garcia received
$128,376 in salary, options to purchase 75,000 shares of the Company's Common
Stock and $7,947 in other compensation. Mr. Sydnor's and Mr. Garcia's
compensation for the 1998 fiscal year was based on each of their qualitative
managerial efforts and business ingenuity, including their efforts and
activities associated with negotiating the sale of the Company's test equipment
assets which was sold pursuant to an asset purchase agreement, dated January 7,
1999, and consummated on March 11, 1999. See 'Executive Compensation.'
The Compensation Committee
Messrs. Edward J. Garcia and Demir Richard Eden
9
<PAGE>
PERFORMANCE GRAPH
The graph below presents the cumulative total returns for the Company's
Common Stock (WTT) compared with (i) the American Stock Exchange Market Value
Index and (ii) a peer group index of 46 companies selected on an industry basis.
The graph assumes that the value of the investment in the Company's Common
Stock, the American Stock Exchange Market Value Index and the peer group index
each was $100 on December 31, 1993 and that all dividends were reinvested. All
of the indices include only companies whose common stock has been registered
under Section 12 of the Securities Exchange Act of 1934, as amended, 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, as amended, or the Securities Exchange Act of
1934, as amended, 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,
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Wireless Telecom Group, Inc. .......... $100 $502 $1,157 $1,438 $897 $271
Peer Group............................. $100 $114 $ 148 $ 178 $184 $200
AMEX Broad Market Index................ $100 $ 88 $ 114 $ 120 $145 $143
</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 Internal Revenue Code of 1986, as amended (the
'Code'). The effective date of the PSP is January 1, 1991. This plan is
administered under a Trust of which Mr. Edward J. Garcia, the Company's Chief
Executive Officer, President and Chairman of the Board, is the Trustee. All
employees of the Company, who are 21 years or older, including its executive
officers, are eligible to participate in the PSP 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
$10,000 for 1998. 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.
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 1998 and Fiscal
1997 aggregated $47,544 and $48,485, respectively.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the Company's
Common Stock owned as of the Record Date by (i) each person who is known by the
Company to beneficially own more than 5% of its outstanding Common Stock, (ii)
each director and Named Executive Officer, and (iii) all officers and directors
as a group without naming them. 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(2)
- - ----------------------------------------------------------------------------- ----------------------- ----------
<S> <C> <C>
Edward J. Garcia(3).......................................................... 98,000 *
Reed E. DuBow(4)............................................................. 5,900 *
Demir Richard Eden(5) ....................................................... 25,000 *
120-10 Audley Street
Kew Gardens, NY
John Wilchek(6) ............................................................. 12,000 *
211 Mohican Lane
Franklin Lakes, NJ
Franklin H. Blecher(7) ...................................................... 2,500 *
6039 Collins Ave.
Miami Beach, FL
Henry Bachman(8) ............................................................ -- --
5 Brandy Road
Cold Spring Harbor, NY
All officers and directors as a group (6 persons)(9)......................... 143,400 *
FMR Corp.(10) ............................................................... 1,755,700 10.0%
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) Based upon 17,557,298 shares of Common Stock outstanding as of the Record
Date.
(3) Ownership consists of 50,000 shares of Common Stock and 48,000 shares of
Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes an aggregate of 172,000 shares of Common
Stock issuable upon the exercise of options which are not exercisable
within 60 days of the Record Date.
(4) Ownership consists of 300 shares of Common Stock and 5,600 shares of Common
Stock issuable upon the exercise of options exercisable within 60 days of
the Record Date. Excludes option to purchase 16,400 shares of Common Stock
which are not exercisable within 60 days of the Record Date.
(5) Ownership consists of 25,000 shares of Common Stock. Excludes 80,000 shares
of Common Stock issuable upon the exercise of options not exercisable
within 60 days of the Record Date.
(6) Ownership consists of 12,000 shares of Common Stock. Excludes 100,000
shares of Common Stock issuable upon the exercise of options not
exercisable within 60 days of the Record Date.
(footnotes continued on next page)
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(footnotes continued from previous page)
(7) Ownership consists of 2,500 shares of Common Stock. Excludes 100,000 shares
of Common Stock issuable upon the exercise of options not exercisable
within 60 days of the Record Date.
(8) Ownership excludes 80,000 shares of Common Stock issuable upon the exercise
of options not exercisable within 60 days of the Record Date.
(9) Consists of 89,800 shares of the Company's Common Stock and 53,600 shares
of Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes 548,400 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(10) Based on information set forth in Schedule 13-G/A, dated February 1, 1999,
filed with the Commission on February 12, 1999.
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 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
violation of law or the obtainment of an improper personal benefit. The
Company's Certificate of Incorporation does not have an 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, 1999, and expiring on January 19, 2000,
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 Code.
The Plan is administered by the Stock Option Committee which is composed of
two members of the Board up for election at the Meeting, Mr. Edward J. Garcia,
the Company's President, Chairman of
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the Board and Chief Executive Officer; and Mr. Wilchek, a director. The purpose
of the Plan is to ensure the retention of existing executive personnel and key
employees, to attract experienced and competent individuals to the Company, 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.
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.
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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.
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 expects that representatives of
Lazar Levine & Felix LLP will be present at the Meeting, have the opportunity to
make a statement if they desire to do so, and be expected to be available to
respond to appropriate questions.
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
15
<PAGE>
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, 1998
AS FILED WITH THE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS, NOTES AND
SCHEDULES THERETO. ALL SUCH REQUESTS SHOULD BE DIRECTED TO: MS. REED E. DUBOW,
SECRETARY, WIRELESS TELECOM GROUP, INC., EAST 64 MIDLAND AVENUE, PARAMUS, NEW
JERSEY 07652.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT THE NEXT ANNUAL MEETING
Stockholder Proposals. Proposals of stockholders intended to be presented
at the Company's 2000 Annual Stockholder Meeting (i) must be received by the
Company at its offices no later than March 13, 2000, 90 days preceding the one
year anniversary of the Mailing Date, (ii) may not exceed 500 words and (iii)
must otherwise satisfy the conditions established by the Commission for
stockholder proposals to be included in the Company's Proxy Statement for that
meeting.
Discretionary Proposals. Stockholders intending to commence their own proxy
solicitations and present proposals from the floor of the 2000 Annual
Stockholder Meeting in compliance with Rule 14a-4 promulgated under the
Securities Exchange Act of 1934, as amended, must notify the Company before May
12, 2000, 30 days preceding the one year anniversary of the Mailing Date, of
such intentions. After such date, the Company's proxy in connection with the
2000 Annual Stockholder Meeting may confer discretionary authority on the Board
to vote.
By Order of the Board of Directors,
REED E. DUBOW
Secretary
Dated: June 11, 1999
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APPENDIX 1
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 Messrs. Edward J. Garcia and Demir Richard
Eden as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated below, all the shares of
the Common Stock of Wireless Telecom Group, Inc. held of record by the
undersigned on June 1, 1999, at the Annual Meeting of Stockholders to be held on
Friday, July 30, 1999 or any adjournment thereof.
1. Election of each EDWARD J. GARCIA, JOHN WILCHEK, DEMIR RICHARD EDEN, FRANKLIN
H. BLECHER and HENRY L. BACHMAN 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)
------------------------------------------------------------------------------
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.
<PAGE>
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
Dated: _______________________, 1999
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.
