<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1999
Registration No. 333-04893
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Wireless Telecom Group, Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey
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(State or other jurisdiction of incorporation or organization)
22-2582295
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(I.R.S. Employer Identification No.)
East. 64 Midland Avenue, Paramus, New Jersey 07652
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(Address of Principal Executive Offices) (Zip Code)
Wireless Telecom Group, Inc. 1995 Stock Option Plan
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(Full Title of the Plan)
Edward Garcia, President
Wireless Telecom Group, Inc.
East 64 Midland Avenue
Paramus, New Jersey 07652
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(Name and Address of Agent For Service)
(201) 261-8797
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Robert H. Cohen, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
(212) 735-8600
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
common stock, par - - (2)
value $.01 per share 1,750,000(1)(3)
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total registration fee...........................................................................................0
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</TABLE>
- -------------------------
(1) Shares of common stock issuable upon the exercise of options authorized
for grant under the Wireless Telecom Group, Inc. 1995 Stock Option Plan
registered with the SEC on registration statements on Form S-8 (File
No.: 33-93008) and (File No.:333-04893) on June 1, 1995 and May 31,
1996, respectively.
(2) Fee previously paid. No registration fee required pursuant to General
Instruction E to Form S-8.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
ii
<PAGE>
EXPLANATORY NOTE
On June 1, 1995, we filed a registration statement on Form S-8 (File
No. 33-93008) with the Securities and Exchange Commission to register 750,000
shares of our common stock (after giving effect to the 3-for-2 stock split on
July 18, 1995 and 2-for-1 stock split on May 28, 1996) issuable upon the
exercise of options authorized for grant under our 1995 Stock Option Plan. On
May 31, 1996, we filed a registration statement on Form S-8 (File No: 333-
04893) to register an additional 1,000,000 shares of our common stock issuable
upon the exercise of additional options available for grant under our 1995 Stock
Option Plan and incorporated by reference the June 1995 registration statement.
We are filing this post-effective amendment no. 1 to registration
statement on Form S-8 to file a reoffer prospectus to permit certain
"affiliates," as that term is defined in the Securities Act of 1933, as amended,
listed in the Selling Stockholder table included in the prospectus to resell
their shares of common stock issuable upon the exercise of options granted to
them pursuant to the 1995 Stock Option Plan.
We incorporate by reference the registration statements on Form S-8
(File No.: 33-93008) and (File No.: 333-04893).
iii
<PAGE>
SUBJECT TO COMPLETION, SEPTEMBER 15, 1999
PROSPECTUS
WIRELESS TELECOM GROUP, INC.
1,750,000 SHARES OF COMMON STOCK
This reoffer prospectus is to be used for the resale of up to 1,750,000
shares of our common stock, 44,600 of which are beneficially owned by affiliates
listed in the "Selling Stockholder" table included in this prospectus, issuable
upon the exercise of options granted or available for grant under our 1995 Stock
Option Plan.
Selling stockholders may sell their shares of common stock through
public or private transactions at current market prices, or at previously
negotiated prices. Although we will not receive any proceeds when the selling
stockholders sell their common stock to others, we may, however, receive
proceeds when the selling stockholders exercise their options to acquire such
common stock.
Our common stock is traded on the American Stock Exchange under the
symbol "WTT." Our securities are a speculative investment and involve a high
degree of risk.
SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS AND
"DILUTION."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September ___, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information....................................3
Prospectus Summary.....................................................4
Risk Factors...........................................................7
Use of Proceeds........................................................8
Determination of Offering Price........................................8
Selling Stockholders...................................................9
Plan of Distribution..................................................10
Legal Matters.........................................................11
Experts...............................................................11
</TABLE>
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are a public company. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
document we file with the SEC at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 until the selling stockholders sell all of their shares of common
stock. This prospectus is part of a registration statement we filed with the
SEC.
<TABLE>
<S> <C>
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
2. Amendment No. 2 to the Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998;
3. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1999;
5. Current Report on Form 8-K filed with the SEC on January 25, 1999;
6. Current Report on Form 8-K filed with the SEC on March 26, 1999;
7. Definitive proxy statement filed with the SEC on June 6, 1999 pursuant
to Regulation 14A under the Securities Exchange Act of 1934;
8. The description of our common stock set forth in registration
statement on Form 8-A, dated October 10, 1991, filed under Section
12(g) of the Securities Exchange Act and any amendment or report filed
for the purpose of updating any such description; and
9. Form S-8 (File No.: 33-93008) filed with the SEC on June 1, 1995; and
10. Form S-8 (File No.: 333-04893) filed with the SEC on March 31, 1996
</TABLE>
You may request a copy of these filings, at no cost, by oral request or by
writing to us at the following address:
Reed DuBow, Secretary
Wireless Telecom Group, Inc.
East 64 Midland Avenue
Paramus, New Jersey 07652
Telephone: (201) 261-8797
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling
3
<PAGE>
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stockholders will not make an offer of these shares of common stock in any State
where the offer is not permitted. You should not assume that the information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of those documents.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This
summary is not complete and may not contain all of the information that you
should consider before investing in the securities. You should read the entire
prospectus carefully. Unless we otherwise say so, when we discuss our
outstanding securities, we exclude all of our shares of common stock issuable
upon the exercise of currently outstanding warrants and options and the
conversion of our convertible securities.
We develop, manufacture and market a wide variety of electronic noise
sources, and in addition, until March 11, 1999, test instruments for the
wireless telecommunications industry. Historically, our products have been
primarily used to test the performance and capability of cellular/PCS and
satellite communications systems. Other applications include radio, radar,
wireless local area network (WLAN) and digital television. On March 11, 1999, we
consummated the sale of our wireless and satellite test equipment business.
Noise products are primarily used as a method of testing to determine
if sophisticated communications systems are capable of receiving the information
being transmitted. The widest application for our noise source products are as a
reference standard in test instruments which measure unwanted noise and
interference in devices and components utilized in communications equipment.
This is accomplished by comparing a noise source with known characteristics to
the unwanted noise found in the communications system being transmitted. By
generating a random noise signal, in combination with a life transmission
signal, a noise generator simulates real world signals and allows the
manufacturer to determine if its product is performing to specifications. Noise
source testing is often more cost-efficient, faster and accurate than
alternative conventional methods using signal generators.
Coupled with other electronic devices, noise generators are also an
effective means of jamming, blocking and disturbing enemy radar and other
communications, as well as insulating and protecting friendly communications. In
the jamming mode, our noise source products block out or disrupt unwanted radar
and radio transmissions generally without being detected.
Our noise source products are widely used in radar systems as part of
built-in test equipment to continuously monitor the radar receiver. We have
continually experienced sales growth in the area of satellite communications
where the use of back-up receivers is becoming more common as the demand for
communication availability and reliability is increasing. Testing by our noise
source products assures that the back-up receiver is always functional and ready
should the communication using the first receiver fail. Our noise source
products can test satellite communication receivers for video, telephone and
data communications.
Our products come in various sizes, styles and models with varying
degrees of capabilities and can be customized to meet particular customer
requirements. They may be incorporated directly into electronic equipment
concerned or may be stand alone components or devices that are connected to, or
used in conjunction with, such equipment operating from an external site, in the
factory or in the field. Our noise source products range from relatively simple
items with no control mechanism or auxiliary components to complex, automated
components containing computerized or microprocessor-based controls. Prices of
noise sources range from approximately $200 to $50,000 per unit, with most sales
occurring between $700 and $2,500 per unit.
4
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<PAGE>
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Our products have extended useful lives but are generally recalibrated
every year to ensure their accuracy. We provide recalibitration services for a
fee to our domestic and international customers and also calibrate test
equipment manufactured by others. Although such services accounted for less than
5% of fiscal 1998 sales, we feel this area will continue to grow as more
products are sold into the global marketplace.
ORGANIZATIONAL HISTORY
We were incorporated in the state of New Jersey in January 1985 under
the name of Noise Com, Inc. On March 28, 1993, we changed our name to Wireless
Telecom Group, Inc. Our executive offices are located at East 64 Midland Avenue,
Paramus, New Jersey 07652, and our telephone number is (201) 261-8797.
5
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<PAGE>
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THE OFFERING
<TABLE>
<S> <C>
Securities Offered........................................ 1,750,000 shares of common stock acquired or to be
acquired by the selling stockholders upon the exercise
of options granted to them under our 1995 Stock
Option Plan. See "Selling Stockholders" and "Plan of
Distribution."
Common Stock outstanding as of September 9, 1999 17,139,998
Risk Factors.............................................. The securities offered hereby involve a high degree of
risk. Only investors who can bear the loss of their
entire investment should invest. See "Risk Factors."
Use of Proceeds........................................... We will not receive any of the proceeds when the
selling stockholders sell their shares of common stock.
We may, however, receive proceeds when such selling
stockholders exercise their options to purchase our
common stock. We intend to utilize the net proceeds
from the exercise of options to fund our research and
development activities, and for general working
capital purposes and operating expenses. See "Use of
Proceeds."
Dividend Policy........................................... We currently intend to retain all future earnings to
fund the development and growth of our business. We
do not anticipate paying cash dividends.
American Stock Exchange Symbol............................ Common stock - "WTT"
6
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<PAGE>
RISK FACTORS
You should carefully consider the following factors and other
information in this prospectus before deciding to invest in the securities we
are offering in this prospectus.
WE EXPERIENCED A CHANGE OF MANAGEMENT IN FISCAL 1998. OUR INABILITY TO QUICKLY
AND EFFICIENTLY CORRECT PROLONGED PROBLEMS, IF ANY, ASSOCIATED WITH SUCH A
MANAGERIAL TRANSITION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS,
AND INVESTORS COULD LOSE THE VALUE OF THEIR INVESTMENT IN OUR SECURITIES.
In fiscal 1998, we experienced a change of management and replaced our
existing Chief Executive Officer, President and Chairman of the Board and Chief
Financial Officer. Our current Chief Executive Officer, President and Chairman
of the Board, Mr. Edward Garcia, commenced serving in such capacities in January
1999. Prior to serving as our CEO, President and Chairman, Mr. Garcia served as
Vice President of Operations since October 1995 and Executive Vice President and
Chief Operating Officer since August 1996. Mr. Garcia joined Wireless Telecom
Group, Inc. in 1990 and has served in various positions, including sales manager
and Chief Engineer. Although we believe Mr. Garcia's transition to Chief
Executive Officer, President and Chairman of the Board has been successful to
date, we may experience administrative and managerial problems in the future
typically associated with such a transition. Such problems, if prolonged, could
require and divert energy, time, money and other resources otherwise allocated
to, and better spent on, the day-to-day operations of our business, thereby
causing a decrease in our productivity and failure to meet deadlines. If we are
unable to correct such problems quickly and efficiently, our operations could be
materially adversely affected, and our investors could lose the value of their
investment in our securities.
OUR FAILURE TO SUCCESSFULLY INTEGRATE A NEW LINE OF NOISE ASSETS WHICH WE
PURCHASED IN MARCH 1999 INTO OUR OPERATIONS COULD MATERIALLY ADVERSELY AFFECT
OUR BUSINESS, AND INVESTORS COULD EXPERIENCE A DECREASE OR TOTAL LOSS IN THE
VALUE OF THEIR INVESTMENT.
In March 1999, we purchased the assets of Telecom Analysis Systems,
Inc. ("TAS") relating to single-function noise generation, and entered into
non-competition agreements with the businesses associated with such assets. In
consideration for TAS's sale of the noise assets and entering into a
non-competition agreement with us, we paid $2.5 million to TAS. Although we
anticipate adopting and integrating the noise assets into our on-going
operations, we can not give any assurances that we will be able to expediently
and successfully do so, and we may have to expend energy, time, money and other
resources of our management and employees which would be otherwise allocated to
the day-to-day operations of our business. Our prolonged failure, if any, to
successfully integrate the noise assets into our business or our failure to make
them a profitable component of our business could have a material adverse effect
on our business, and investors could experience a decrease or total loss of
their investment in our securities. See next risk factor.
WE SOLD OUR WIRELESS AND SATELLITE TEST EQUIPMENT BUSINESS IN MARCH 1999. OUR
FAILURE TO SUCCESSFULLY INVEST OR ALLOCATE THE PROCEEDS OF SUCH SALE COULD HAVE
A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, AND INVESTORS COULD EXPERIENCE A
DECREASE OR TOTAL LOSS IN THE VALUE OF THEIR INVESTMENT.
Associated with the transaction discussed in the previous risk factor,
we sold our wireless and satellite test equipment business in March 1999 to TAS
for a purchase price of approximately $19 million,$1.5 million of which is
currently held in escrow to secure certain of our obligations under an Asset
Purchase Agreement, dated January 7, 1999, relating to such sale. We currently
anticipate using such proceeds for working capital and potential future
acquisitions. However, our failure to successfully allocate such proceeds or
otherwise maximize the total return of any interim investment of such proceeds
could have a material adverse effect on our business. Also, we could lose the
$1.5 million currently held in escrow if we fail to honor certain of our
obligations under the Asset Purchase Agreement. See next risk factor.
7
<PAGE>
INVESTORS WILL EXPERIENCE DILUTION TO THE BOOK VALUE OF THEIR COMMON STOCK WHEN
WE ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK AS PARTIAL CONSIDERATION TO A
COMPANY WHICH WE ARE MERGING INTO ONE OF OUR WHOLLY-OWNED SUBSIDIARIES.
In September 1999, we executed a definitive agreement to merge Boonton
Electronics Corporation ("Boonton"), a manufacturer of test equipment dedicated
to measuring power of RF and Microwave systems used in multiple
telecommunications markets, into one of our wholly-owned subsidiaries. Under the
terms of the agreement, each share of Boonton common stock will be converted
into 1.4 shares of our common stock and an amount equal to 0.175 times the
closing price of our common stock on the closing date. Based upon the closing
price of our common stock on September 3, 1999, the transaction is valued at
approximately $7 million, and is expected to be completed before December 31,
1999, subject to Boonton stockholder approval as well as other customary
requirements. Because we are issuing additional common stock as partial
consideration of the purchase price to Boonton, thereby increasing the number of
shares outstanding, investors will experience a dilution in the book value of
their common stock. See next risk factor.
IF WE ARE UNSUCCESSFUL IN INTEGRATING BOONTON INTO OUR OPERATIONS, STOCKHOLDERS
MAY EXPERIENCE A DECREASE IN, OR A TOTAL LOSS OF, THEIR INVESTMENT.
In connection with the merger discussed in previous risk factor, our
management team will have to expend time, energy and other resources to ensure
the successful integration of Boonton into our operations. Although we have
allotted resources for such transition, if we are unsuccessful in integrating
Boonton into our operations on a timely and effective basis, our management may
have to spend additional time and resources which may be better allocated to
running the other existing areas of our business, thereby causing delays and
other unforeseen inefficiencies, including the failure to meet deadlines and/or
honor other general existing contractual obligations. Our prolonged failure, if
any, to successfully integrate Boonton into our business or our failure to make
it a profitable component of our business could have a material adverse effect
on our business, and investors could experience a decrease or total loss of
their investment in our securities. See previous risk factor.
USE OF PROCEEDS
We will not receive any proceeds when the selling stockholders sell
their common stock to others. However, we may receive proceeds when the selling
stockholders exercise their options to acquire such common stock. We intend to
use any such proceeds for research and development and other general corporate
purposes.
DETERMINATION OF OFFERING PRICE
The selling stockholders may sell their shares of common stock through
public or private transactions at current market prices, or at previously
negotiated prices.
8
<PAGE>
SELLING STOCKHOLDERS
The shares of common stock to which this prospectus relates are being
registered for reoffers and resales by the selling stockholders who have
acquired or may acquire such common stock pursuant to the exercise of options
granted under our 1995 Stock Option Plan. The selling stockholders named below
may resell all, a portion or none of their shares of common stock, from time to
time.
Employees and "affiliates" may participate in our 1995 Stock Option
Plan. Participants who are deemed to be "affiliates" of Wireless Telecom Group,
Inc. may be added to the selling stockholders listed below from time to time by
use of a prospectus supplement filed pursuant to Rule 424(b) under the
Securities Act. An "affiliate" is defined in Rule 405 under the Securities Act
as a "person that directly, or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with" Wireless Telecom
Group, Inc.
The table below sets forth with respect to each Selling Stockholder who
is an affiliate of Wireless Telecom Group, Inc., the number of shares of common
stock beneficially owned prior to the offering, the amount which may be offered
for the Selling Stockholder's account pursuant to this prospectus, the amount
and (if one percent or more) the percentage of the class to be owned by such
Selling Stockholder after completion of the offering.
</TABLE>
<TABLE>
<CAPTION>
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COMMON COMMON STOCK STOCK
STOCK WHICH MAY BE BENEFICIALLY PERCENTAGE (%)
BENEFICIALLY SOLD PURSUANT OWNED OF COMMON
OWNED TO THIS AFTER STOCK OWNED
SELLING STOCKHOLDER BEFORE PROSPECTUS (2) REOFFER(2) AFTER REOFFER (3)
REOFFER (1)
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<S> <C> <C> <C> <C>
Edward Garcia
- -President, Chairman
and Chief Executive
Officer 113,000(4) 27,000 86,000 *
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Reed DuBow
- -Secretary 5,900(5) 5,600 300 *
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Demir Richard Eden
- -Acting Chief Financial 29,000(6) 4,000 25,000 *
Officer and Director
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Franklin H. Blecher
- -Director 6,500(7) 4,000 2,500 *
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John Wilchek
- -Director 16,000(8) 4,000 12,000 *
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</TABLE>
- ---------------------------
*Represents less than 1%.
(1) Unless indicated, the we assume that all persons named in the table have
sole voting and investment power with respect to all shares of our common
stock beneficially owned by them. For purposes of this table, any security
which such person has the right to acquire within 60 days after such date
is deemed to be outstanding for the purpose of computing the percentage
ownership for such person, but is not deemed to be outstanding for the
purpose of computing the percentage of any other person.
9
<PAGE>
(2) Does not include shares of common stock that may be acquired by the selling
stockholders upon exercise of options which have not vested within 60 days
of this prospectus which shares, if any, will be added to the number of
shares listed by one or more supplements to this prospectus. Furthermore,
the inclusion in this prospectus of the stated number of shares does not
constitute a commitment to sell any or all of such shares. The number of
shares of common stock offered shall be determined from time to time by
each Selling Stockholder at his or her sole discretion.
(3) Based on an aggregate of 18,889,998 shares of common stock that will be
issued and outstanding upon the completion of this offering, consisting of
17,139,998 shares of common stock issued and outstanding as of September 9,
1999 and 1,750,000 the shares of common stock to which this prospectus
relates.
(4) Includes 50,000 shares of common stock and 63,000 shares of common stock
issuable upon options exercisable within 60 days from the date hereof. Does
not include 157,000 shares of common stock issuable upon options not
exercisable within 60 days from the date hereof.
(5) Includes 300 shares of common stock and 5,600 shares of common stock
issuable upon options exercisable within 60 days from the date hereof. Does
not include 34,400 shares of common stock issuable upon options not
exercisable within 60 days from the date hereof.
(6) Includes 25,000 shares of common stock and 4,000 shares of common stock
issuable upon options exercisable within 60 days from the date hereof. Does
not include 96,000 shares of common stock issuable upon options not
exercisable within 60 days from the date hereof.
(7) Includes 2,500 shares of common stock and 4,000 shares of common stock
issuable upon options exercisable within 60 days from the date hereof. Does
not include 96,000 shares of common stock issuable upon options not
exercisable within 60 days from the date hereof.
(8) Includes 12,000 shares of common stock and 4,000 shares of common stock
issuable upon options exercisable within 60 days from the date hereof. Does
not include 96,000 shares of common stock issuable upon options not
exercisable within 60 days from the date hereof.
PLAN OF DISTRIBUTION
The shares of common stock to which this prospectus pertains may be
sold or transferred for value by the selling stockholders, or by pledgees,
donees, transferees or other successors in interest to the selling stockholders,
in one or more transactions on the American Stock Exchange, in negotiated
transactions or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The selling stockholders may effect
such transactions by selling their shares of common stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling stockholders
and/or the purchasers of the shares of common stock for whom such broker-dealers
may act as agent (which compensation may be less than or in excess of customary
commissions). The selling stockholders and any broker-dealers that participate
in the distribution of the shares of common stock may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the shares of
common stock sold by them may deemed to be underwriting discounts and
commissions under the Securities Act. The sale of the shares of common stock by
the selling stockholders is subject to the prospectus delivery requirements of
the Securities Act.
10
<PAGE>
Upon us being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
of common stock through a secondary distribution, or a purchase by a
supplemented prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (i) the name of each such Selling
Stockholder and the participating broker-dealers, (ii) the number of shares of
Common Stock involved, (iii) the price at which such shares are being sold, (iv)
the commissions paid or the discounts or concessions allowed to such
broker-dealers, (v) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in the Prospectus, as supplemented, and (vi) other facts material to the
transactions.
In addition to any such number of shares of common stock sold
hereunder, a Selling Stockholder may, at the same time, sell any shares of
common stock, including the shares of common stock to which this prospectus
pertains, owned by him or her in compliance with all of the requirements of Rule
144 promulgated under the Securities Act, regardless of whether such shares are
covered by this prospectus.
There is no assurance that any of the selling stockholders will sell
any or all of the shares of common stock offered hereby.
We will pay all expenses in connection with this offering other than
commissions and discounts of underwriters, dealers or agents. All selling and
other expenses incurred by individual selling stockholders will be borne by such
selling stockholders.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
us by Morrison Cohen Singer & Weinstein, LLP, New York, New York, a partner of
which holds options to acquire shares of common stock being registered in this
prospectus.
EXPERTS
The balance sheets as of December 31, 1998 and 1997 and the related
statements of operations, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1998 included in
the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 which
is incorporated by reference in this prospectus have been audited by, and are
incorporated by reference herein in reliance upon the report of Lazar, Levine &
Felix, LLP, independent auditors, given on the authority of that firm as experts
in accounting and auditing.
11
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No dealer, salesperson or any other individual has been authorized to give any
information or to make any representations not contained in this prospectus and,
if given or made, such information or representations must not be relied upon as
having been authorized by us or the selling stockholders. This prospectus does
not constitute an offer to sell, or a solicitation to buy, any security by any
person in any jurisdiction which such offer or solicitation is unlawful. Neither
the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances imply that the information in this prospectus is correct as of any
time subsequent to the date of this prospectus.
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1,750,000 SHARES
WIRELESS TELECOM GROUP, INC.
COMMON STOCK
-----------
PROSPECTUS
-----------
SEPTEMBER __, 1999
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<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Wireless Telecom Group, Inc. incorporates by reference the documents
listed below into this Post Effective Amendment No. 1 Registration Statement on
Form S-8. All documents subsequently filed by Wireless Telecom Group, Inc.
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing of such
documents:
<TABLE>
<S> <C>
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
2. Amendment No. 2 to the Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998;
3. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1999;
5. Current Report on Form 8-K filed with the SEC on January 25, 1999;
6. Current Report on Form 8-K filed with the SEC on March 26, 1999;
7. Definitive proxy statement filed with the SEC on June 6, 1999 pursuant
to Regulation 14A under the Securities Exchange Act of 1934;
8. The description of our common stock set forth in registration
statement on Form 8-A, dated October 10, 1991, filed under Section
12(g) of the Securities Exchange Act and any amendment or report filed
for the purpose of updating any such description;
9. Form S-8 (File No.: 33-93008) filed with the SEC on June 1, 1995; and
10. Form S-8 (File No.: 333-04893) filed with the SEC on March 31, 1996.
</TABLE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A partner of Morrison Cohen Singer & Weinstein, LLP, counsel to
Wireless Telecom Group, Inc. in connection with this offering holds options to
acquire shares of common stock being registered in this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Wireless Telecom Group, Inc.'s Amended Certificate of Incorporation
provides that the personal liability of directors and officers of the company be
limited to the fullest extent permitted by a New Jersey Business Corporation
Act, which is hereby incorporated herein by reference.
Insofar as indemnification for liabilities under the Securities Act may
be permitted to directors, officers or controlling persons of Wireless Telecom
Group, Inc. pursuant to Wireless Telecom Group, Inc.'s By-Laws and the New
Jersey Business Corporation Act, Wireless Telecom Group, Inc. has been informed
that in the opinion of the
II-1
<PAGE>
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
No. Description
- --- -----------
<S> <C>
4.1 Wireless Telecom Group, Inc. 1995 Stock Option Plan*
5.1 Opinion of Morrison Cohen Singer & Weinstein, LLP
23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in Exhibit
5.1 hereto)
23.2 Consent of Lazar, Levine & Felix, LLP
24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
- -----------------------------------
* Filed previously as an exhibit to Registration Statement on Form S-8 (File
No.: 33-93008) and is incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
"(a) Rule 415 Offering.
"(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
"(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
"(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
"(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue."
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Paramus, State of New Jersey, on 14TH day of
September 1999.
WIRELESS TELECOM GROUP, INC.
By: /s/ Edward Garcia
----------------------------------
Name: Edward Garcia
Title: Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Edward Garcia, with the power
of substitution, his attorney-in-fact, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitute, may do or choose to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Edward Garcia Chairman, President and Chief September 14, 1999
- ----------------- Executive Officer (principal
Edward Garcia executive officer)
/s/ Demir Richard Eden Acting Chief Financial Officer and September 14, 1999
- ---------------------- Director (principal financial and
Demir Richard Eden accounting officer)
/s/ Henry L. Bachman Director September 14, 1999
- --------------------
Henry L. Bachman
/s/ Franklin H. Blecher Director September 14, 1999
- -----------------------
Franklin H. Blecher
/s/ John Wilchek Director September 14, 1999
- ----------------
John Wilchek
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
No. Description
- --- -----------
<S> <C>
5.1 Opinion of Morrison Cohen Singer & Weinstein, LLP
23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in Exhibit
5.1 hereto)
23.2 Consent of Lazar, Levine & Felix, LLP
24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-8600
FACSIMILE: (212) 735-8708
September 14, 1999
Wireless Telecom Group, Inc.
East 64 Midland Avenue
Paramus, New Jersey 07652
RE: WIRELESS TELECOM GROUP, INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8 (FILE NO.: 333-04893)
---------------------------------------------------------
Gentlemen:
In our capacity as counsel to Wireless Telecom Group, Inc., a New
Jersey corporation (the "Company"), we have been requested to render this
opinion in connection with the above-captioned to registration statement (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, regarding
1,750,000 shares of common stock, par value $.01 per share (the "Common Stock"),
of the Company issuable upon the exercise of 1,750,000 stock options ("Stock
Options") granted or available for grant pursuant to the Company's 1995 Stock
Option Plan.
In furnishing our opinion, we have examined the Certificate of
Incorporation, as amended, and By-laws of the Company, and such other
instruments and documents as we have deemed relevant and necessary as the basis
for our opinion expressed herein. We have examined originals or certified,
conformed, or photostatic copies of all documents, the authenticity of which has
been established to our satisfaction. In all such examinations, we have assumed
the genuineness of all signatures on original and certified documents, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as certified or photostatic copies and the conformity to executed documents
of all executed copies submitted to us as conformed or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock issuable upon exercise of the Stock Options have
been duly authorized and, when paid for and issued in accordance with the terms
of the Stock Options, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Morrison Cohen Singer & Weinstein, LLP
-------------------------------------------
Morrison Cohen Singer & Weinstein, LLP
<PAGE>
EXHIBIT 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 of Wireless Telecom Group,
Inc. (the "Company") of our report, dated February 9, 1999 on our audits of the
financial statements of the Company as of December 31, 1998 and 1997, and for
each of the years in the three-year period ended December 31, 1998, included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the reference to our firm under the caption "Experts" in the
Prospectus.
/s/ Lazar, Levine & Felix, LLP
- -------------------------------
Lazar, Levine & Felix, LLP
New York, New York
September 14, 1999
