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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 21, 2001
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Wireless Telecom Group, Inc.
(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
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On December 21, 2001, Wireless Telecom Group, Inc., a New Jersey
Corporation ("Wireless"), acquired all of the outstanding capital stock of
Microlab/FXR, a New Jersey Corporation ("Microlab") under the Stock Purchase
Agreement dated December 21, 2001, by and among Wireless, Microlab and Harry A.
Augenblick and under the Stock Purchase Agreement dated December 21, 2001 by and
between Wireless and Microlab/FXR Employees Stock Ownership Plan (the
"Acquisition"). The Acquisition was timely reported by Wireless on a Current
Report on Form 8-K dated December 21, 2001 and filed on January 4, 2002 (the
"Prior 8-K").
In the Prior 8-K, Wireless stated its intention to file, no later than
the date 60 days immediately subsequent to the date by which the Prior 8-K was
required to be filed, the historical financial statements and pro forma
financial information that may be required to be filed in connection with the
Acquisition. For purposes of Item 7 below, the Acquisition is not financially
material as the acquired assets do not constitute a significant business under
Regulation S-X, and historical financial statements and pro forma financial
information regarding Microlab are not required to be provided.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
(1) None
(b) PRO FORMA FINANCIAL INFORMATION
(1) None
(c) Exhibit No. Description
10.1 Stock Purchase Agreement dated December
21, 2001, by and among Wireless Telecom Group, Inc.,
Microlab/FXR, and Harry A. Augenblick.*
10.2 Stock Purchase Agreement made as of
December 21, 2001 by and among Wireless Telecom Group,
Inc. and Microlab/FXR Employees Stock Ownership Plan.*
99.1 Press Release dated January 3, 2002 announcing the
completion of the acquisition.*
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* Previously filed with original Form 8-K dated December 21, 2001 and
filed on January 4, 2001.
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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: March 1 , 2002 By: /s/ Edward Garcia
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Edward Garcia
Chief Executive Officer
Exhibit No. Description
10.1 Stock Purchase Agreement dated December 21,
2001, by and among Wireless Telecom Group, Inc.,
Microlab/FXR, and Harry A. Augenblick.*
10.2 Stock Purchase Agreement made as of December 21, 2001
by and among Wireless Telecom Group, Inc. and
Microlab/FXR Employees Stock Ownership Plan.*
99.1 Press Release dated January 3, 2002 announcing the
completion of the acquisition.*
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* Previously filed with original Form 8-K dated December 21, 2001 and filed on
January 4, 2001.
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