WPI GROUP INC
8-K, 2000-02-25
ELECTRONIC COILS, TRANSFORMERS & OTHER INDUCTORS
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                            FORM 8-K


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549




                         CURRENT REPORT


                 Pursuant to Section 13 or 15(d)
           of the Securities and Exchange Act of 1934




Date of Report (Date of earliest event reported): February 22, 2000


                         WPI GROUP, INC.
                         ---------------
     (Exact name of registrant as specified in its charter)



New Hampshire                    0-19717           02-0218767
- -------------                    -------           ----------
(State or other jurisdiction     (Commission       (I.R.S. Employer
of incorporation)                 File Number)      Identification Number)




        1155 Elm Street, Manchester, New Hampshire 03101
        ------------------------------------------------
        (Address of principal executive offices)(Zip Code)






Registrant's telephone number, including area code: (603) 627-3500





                             NONE
                             ----
(Former Name, former address, and former fiscal year, if changed
 since last report)

<PAGE>




                         WPI GROUP, INC.

                            FORM  8-K


ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.
          ---------------------------------
None.


ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
          -------------------------------------
None.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.
          ---------------------------
None.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
          ----------------------------------------------
None.

ITEM 5.   OTHER EVENTS.
          -------------

Effective February 22, 2000, the Registrant completed the sale of
its UK-based WPI Husky Technology business to Dynatech
Corporation, headquartered in Burlington, Massachusetts.  The
sale is valued at approximately $35 million in cash plus the
assumption by Dynatech Corporation of certain liabilities.  On
February 22, 2000, the Registrant issued a press release,
attached as Exhibit 99.1.  The information contained in the press
release is incorporated herein by reference.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS.
          ---------------------------------------
None.


                              - 2 -
<PAGE>


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
          ----------------------------------
Financial:     None.

Exhibits: 99.1 - Press release dated February 22, 2000.


ITEM 8.   CHANGE IN FISCAL YEAR.
          -----------------------
Not applicable.


     Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                   WPI GROUP, INC.



Dated: February 25, 2000           By:/s/ John W. Powers
                                      ------------------
                                      John W. Powers
                                      Vice President,
                                      Chief Financial Officer




                              - 3 -

<PAGE>



EXHIBIT 99.1

WPI Group Announces Sale Of Rugged Handheld Computer Business
     Proceeds To Reduce Corporate Debt

Manchester, NH, February 22, 2000: WPI Group, Inc.  (WPICE:
NASDAQ/National Market) today announced that the Company has sold
its UK-based WPI Husky Technology business to Dynatech
Corporation (DYNA: OTC BB). Dynatech, headquartered in
Burlington, Massachusetts, is a global communications equipment
company focused on network technology solutions. It is the parent
company of Itronix Corporation, a market-leading manufacturer of
rugged, mobile computing and communications devices, based in
Spokane, Washington. The sale is valued at approximately $35
million in cash plus the assumption by Dynatech of certain
liabilities. Proceeds of the sale will be booked in WPI Group's
fiscal 2000 second quarter, which ends March 26, 2000. Proceeds
of the sale will be used to reduce corporate debt. As part of the
divestiture agreement with Dynatech, WPI retains for future sale,
a manufacturing building in Cwmbran, Wales, as well as its
Termiflex line of rugged, handheld terminals. As previously
stated, the Company also plans to divest its New Hampshire-based
instruments business. This is in line with the Company's stated
intention to significantly reduce corporate debt and to improve
shareholder value by restructuring operations around its MPSI
transportation diagnostics products and its E-Technician Web-
based remote diagnostic system and services.

Commenting on the sale, WPI Group President and CEO, John Allard,
said, "We are right on target with the restructuring plans that
will enable us to reduce corporate debt, strengthen the Company's
balance sheet and prepare for the substantial growth of our MPSI
products, systems and services. We are currently in discussions
related to the sale of our instruments business, our remaining
terminals business and our industrial property in Wales, UK."

WPI Group, Inc. manufactures and markets high value-added
products used in advanced systems across a number of industries
and applications. WPI provides industry-leading diagnostic
hardware, software and Web-based services for the transportation
industry. They also manufacture avionics components and
subsystems, inertial sensors, panel meters and precision
solenoids for a variety of industrial, medical and consumer
products.

The statements contained in this release concerning the company's
goals, strategies and expectations for business and financial
results are "forward-looking statements" based on current
expectations. No assurances can be given that the results in any
forward-looking statements will be achieved and actual results
could differ materially. Please review the reports that the
Company files with the Securities and Exchange Commission for
information concerning factors which could affect the Company's
business.

                               ###
<PAGE>



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