SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 7, 2000
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Wireless Telecom Group, Inc.
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(Exact name of Registrant as Specified in Charter)
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<S> <C> <C>
New Jersey 1-11916 22-2582295
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
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<S> <C>
East 64 Midland Ave., Paramus, N.J. 07652
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (201) 261-8797
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N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 7, 2000, Wireless Telecom Group, Inc., a New Jersey Corporation
("Wireless"), and Boonton Electronics Corporation, a New Jersey Corporation
("Boonton"), closed on the merger under the Agreement and Plan of
Reorganization, dated March 2, 2000, as amended on April 28, 2000, pursuant to
which WTT Acquisition Corp., a New Jersey corporation and a wholly owned
subsidiary of Wireless merged with and into Boonton. Boonton's shares will be
converted into 0.79 shares of Wireless common stock, par value $.01 per share.
The aggregate consideration paid by Wireless to the holders of Boonton common
stock upon the consummation of the merger consisted of 1,927,470 shares of
Wireless common stock, $.01 par value.
A copy of the press release announcing the completion of the acquisition
is attached as EXHIBIT 99.1 and is incorporated herein by reference.
Where You Can Find More Information
The merger between Wireless and Boonton is more fully described in the Form S-4
filed by Wireless and declared effective by the Commission on June 13, 2000
(registration no. 333-35980.)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The financial statements of Boonton required by this item are incorporated by
reference to the "Index to Financial Statements" in the Form S-4 declared
effective by the Commission on June 13, 2000 (registration no. 333-35980.)
(b) Pro Forma Financial Information
The pro forma financial statements required by this item are incorporated by
reference to the "Financial Information" in the Form S-4 declared effective by
the Commission on June 13, 2000 (registration no. 333-35980.)
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Exhibit No. Description
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10.1 Agreement and Plan of Reorganization dated March 2, 2000
(without exhibits or schedules)*
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10.2 Amendment No. 1 to Agreement and Plan of Reorganization
dated April 28, 2000 (without exhibits or schedules)**
99.1 Press Release dated July 10, 2000 announcing the
completion of the acquisition.
-------------- *Filed as Exhibit 2.1 to Registration Statement
No. 333-35980 of the registrant dated June 13, 2000.
-------------- **Filed as Exhibit 2.2 to Registration Statement
No. 333-35980 of the registrant dated June 13, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WIRELESS TELECOM GROUP, INC.
Date: July 18, 2000 By: /s/ Edward Garcia
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Edward Garcia
Chief Executive Officer
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Exhibit No. Description
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<S> <C>
10.1 Agreement and Plan of Reorganization dated
March 2, 2000 (without exhibits or schedules)*
10.2 Amendment No. 1 to Agreement and Plan of
Reorganization dated April 28, 2000 (without
exhibits or schedules)**
99.1 Press Release dated July 10, 2000 announcing the
completion of the acquisition.
-------------- *Filed as Exhibit 2.1 to Registration Statement
No. 333-35980 of the registrant dated
June 13, 2000.
-------------- **Filed as Exhibit 2.2 to Registration Statement
No. 333-35980 of the registrant dated
June 13, 2000.
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