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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 28, 2000
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Wireless Telecom Group Inc.
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(Exact name of Registrant as Specified in Charter)
New Jersey 1-11916 22-2582295
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
East 64 Midland Ave., Paramus, N.J. 07652
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 261-8797
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 28, 2000, Wireless Telecom Group, Inc., a New Jersey
Corporation (the "Registrant") and Boonton Electronics Corp. ("Boonton") entered
into Amendment No. 1 dated April 28, 2000 ("Amendment No. 1") to the Agreement
and Plan of Reorganization dated March 2, 2000 (the "Merger Agreement"), among
the Registrant, WTT Acquisition Corp., a New Jersey corporation and wholly-owned
subsidiary of the Registrant ("Sub"), and Boonton (the "Merger"). Under the
terms of Amendment No. 1: (i) Boonton has caused each of its affiliates to
execute a written agreement restricting the disposition by such affiliate of the
Wireless common stock to be received by such affiliate in the merger and (ii)
the expected completion date for the Merger is extended to July 14, 2000.
Exhibit No. Description
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2.1 Amendment No. 1 dated April 28, 2000 to the Agreement and
Plan of Reorganization dated March 2, 2000 among Wireless
Telecom Group, Inc., WTT Acquisition Corp., Boonton
Electronics Corp., and the Boonton Shareholders listed on
the signature page to the Merger Agreement.*
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* Previously filed as an exhibit to the Company's Registration Statement on Form
S-4 filed May 1, 2000 and is incorporated herein by reference.
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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: May 2, 2000 By: /s/ Edward Garcia
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Edward Garcia
Chief Executive Officer
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