SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
MARCH 2, 2000
BOONTON ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-2364 22-1543137
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
25 EASTMANS ROAD, P.O. BOX 465, PARSIPPANY, NEW JERSEY 07054
(Address of principal executive offices)
(973) 386-9696
(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Boonton Electronics Corporation has entered into an Agreement and Plan of
Reorganization dated as of March 2, 2000 with Wireless Telecom Group, Inc. and
WTT Acquisition Corp., a wholly owned subsidiary of Wireless, whereby Boonton
will be acquired by and become a wholly owned subsidiary of Wireless. Under the
terms of this agreement, each outstanding share of Boonton common stock will be
converted into 0.79 shares of Wireless common stock on the closing date. The
merger is expected to be completed before the end of June and is subject to
Boonton stockholder approval, as well as the satisfaction of customary closing
conditions and requirements.
Boonton Electronics has manufactured test equipment dedicated to measuring the
power of RF and microwave systems used in both the military and commercial
sectors for more than 50 years. Boonton also manufactures impedance measuring
instruments, RF voltmeters, and modulation analyzers, as well as audio
analyzers. Boonton's products are used to test terrestrial and satellite
communications, radar, telemetry, and personal communications products. It is
headquartered in Parsippany, New Jersey.
Wireless Telecom Group, Inc., is a global provider of noise generators used in
the telecommunications field. It is headquartered in Paramus, NJ.
Boonton's common stock is quoted on the OTC Electronic Bulletin Board under the
symbol "BOON" and Wireless' common stock is traded on the American Stock
Exchange under the symbol "WTT".
Wireless will be filing a registration statement, which will contain a
prospectus of Wireless and a proxy statement of Boonton, with the Securities and
Exchange Commission. Boonton also will file its proxy statement with the
Securities and Exchange Commission. Investors and security holders are urged to
read those documents and any other relevant documents filed with the Securities
and Exchange Commission when they become available. Investors and security
holders will be able to obtain copies of the filed documents free of charge at
the SEC's website, www.sec.gov. or from Boonton Electronics Corporation, 25
Eastmans Road, P.O. Box 465, Parsippany, New Jersey 07054-0465, Attention:
President.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of March 2, 2000 among
Wireless Telecom Group, Inc., WTT Acquisition Corp., Boonton
Electronics Corporation and the shareholders of Boonton Electronics
Corporation named therein. (Schedules and exhibits thereto are omitted
but will be furnished supplementally to the Commission upon request.)
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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.
BOONTON ELECTRONICS CORPORATION
By: /s/ Yves Guyomar
-------------------------------
Yves Guyomar, President
Date: March 10, 2000
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Reorganization dated as of March 2, 2000
among Wireless Telecom Group, Inc., WTT Acquisition Corp.,
Boonton Electronics Corporation and the shareholders of Boonton
Electronics Corporation named therein. (Schedules and exhibits
thereto are omitted but will be furnished supplementally to the
Commission upon request.)