UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 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): DECEMBER 29, 2005
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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)
1-11916 22-2582295
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(Commission File Number) (IRS Employer Identification No.)
25 EASTMANS ROAD
PARSIPPANY, NEW JERSEY 07054
(Address of Principal Executive Offices) (Zip Code)
(973-386-9696)
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 29, 2005, Wireless Telecom Group, Inc. (the "Company") announced
that its board of directors approved accelerating the vesting of all unvested
stock options granted by the Company. The board of directors of the Company
believes that it is in the best interest of shareholders as it will reduce the
Company's reported compensation expense in future periods.
As a result of the vesting acceleration, options to purchase 249,000 shares of
the Company's common stock became exercisable immediately, including 96,000 held
by executive officers, 34,000 held by non-employee directors and 119,000 held by
other employees. Based upon the closing stock price on the American Stock
Exchange on December 28, 2005 of $2.60, 31% of the accelerated options do not
have economic value currently.
As a result of the vesting acceleration, the Company is not expected to be
required to recognize anticipated stock option expense of approximately $125,000
in 2006 and $125,000 in 2007. The Company will report the impact of the
acceleration as a fourth quarter event and in its 2005 financial statements by
way of pro forma footnote disclosure, as permitted under the transition guidance
provided by the Financial Accounting Standards Board.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Press Release of Wireless Telecom Group, Inc., dated December 29, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WIRELESS TELECOM GROUP, INC.
Date: December 29, 2005 By: /s/ Paul Genova
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Paul Genova
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Wireless Telecom Group, Inc., dated December 29, 2005.
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