SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WIRELESS TELECOM GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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WIRELESS TELECOM GROUP, INC.
25 Eastmans Road
Parsippany, NJ 07054
(201) 261-8797
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on Friday, May 21, 2004
To the Stockholders of Wireless Telecom Group, Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"), will be
held at the Hilton Parsippany, One Hilton Court, Parsippany, New Jersey 07054,
on Friday, May 21, 2004, at 10:00 a.m., local time (the "Meeting"), for the
following purposes:
1. To elect each of Terence McCoy, Paul Genova, Karabet Simonyan, Henry
L. Bachman, John Wilchek, Michael Manza and Andrew Scelba as a member
of the Company's Board of Directors, for a term of one year or until
their respective successors are elected and qualified; and
2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Our Board of Directors unanimously recommends that you vote FOR each of
the 7 nominees to the Board of Directors.
The close of business on Friday, April 2, 2004 has been fixed as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting. The transfer books of the Company will not be closed.
All stockholders are cordially invited to attend the Meeting. Whether
or not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Stockholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof by (i) filing written notice
of such revocation with the Secretary of the Company, (ii) submission of a duly
executed proxy bearing a later date or (iii) voting in person at the Meeting.
Attendance at the Meeting will not in and of itself constitute revocation of a
proxy. Any written notice revoking a proxy should be sent to: Ms. Reed E. DuBow,
Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New
Jersey 07054. A return envelope which requires no postage if mailed in the
United States is enclosed for your convenience.
By Order of the Board of Directors,
Reed E. DuBow
Secretary
Dated: April 30, 2004
WIRELESS TELECOM GROUP, INC.
25 Eastmans Road
Parsippany, NJ 07054
(201) 261-8797
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
Friday, May 21, 2004
This Proxy Statement and accompanying proxy card is furnished in
connection with the solicitation by the Board of Directors of Wireless Telecom
Group, Inc., a New Jersey corporation (the "Company"), of proxies in the
enclosed form for the Annual Meeting of Stockholders to be held at the Hilton
Parsippany, One Hilton Court, Parsippany, New Jersey 07054, on Friday, May 21,
2004, at 10:00 a.m., local time, and for any adjournment or adjournments
thereof, for the purposes set forth in the foregoing Notice of Annual Meeting of
Stockholders (the "Meeting"). The persons named in the enclosed proxy form will
vote the shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), for which they are appointed in accordance with the directions
of the stockholders appointing them. In the absence of such directions, such
shares will be voted "FOR" Proposal 1 set forth herein and, in their best
judgment, will be voted on any other matters as may come before the Meeting. Any
stockholder giving a proxy has the power to revoke such proxy at any time before
it is voted by (i) filing written notice of such revocation with the Secretary
of the Company, (ii) submission of a duly executed proxy bearing a later date or
(iii) voting in person at the Meeting. Attendance at the Meeting will not in and
of itself constitute a revocation of a proxy. Any written notice revoking a
proxy should be sent to: Ms. Reed E. DuBow, Secretary, Wireless Telecom Group,
Inc., 25 Eastmans Road, Parsippany, New Jersey 07054. A return envelope which
requires no postage if mailed in the United States is enclosed herewith for your
convenience.
The principal executive offices of the Company are located at 25
Eastmans Road, Parsippany, New Jersey 07054. The approximate date on which this
Proxy Statement and the accompanying form of proxy will first be sent or given
to the Company's stockholders is April 30, 2004 (the "Mailing Date").
The Company will pay the cost of soliciting proxies. In addition to
solicitation by use of the mails, proxies may be solicited from the Company's
stockholders, by the Company's directors, officers and employees in person or by
telephone, telegram or other means of communication. Such directors, officers
and employees will not be additionally compensated but may be reimbursed for
reasonable out-of-pocket expenses incurred in connection with such solicitation.
Arrangements will be made with brokerage houses, custodians, nominees and
fiduciaries for forwarding of proxy materials to beneficial owners of shares
held of record by such brokerage houses, custodians, nominees and fiduciaries
and for reimbursement of their reasonable expenses incurred in connection
therewith.
OUTSTANDING SHARES AND VOTING RIGHTS
Only holders of shares of the Company's Common Stock of record at the
close of business on April 2, 2004 (the "Record Date") are entitled to vote at
the Meeting. On the Record Date, there were 17,020,611 shares of Common Stock
outstanding and entitled to vote. As of the Record Date, there were 659 holders
of record of our common stock. A complete list of stockholders entitled to vote
at the Annual Meeting will be available for inspection by any stockholder for
any purpose germane to the Annual Meeting for 10 days prior to the Annual
Meeting during ordinary business hours at our headquarters located at 25
Eastmans Road, Parsippany, New Jersey 07054.
Each outstanding share of Common Stock is entitled to one (1) vote on
all matters to be acted upon at the Meeting. A majority of the shares of Common
Stock entitled to vote, represented in person or by proxy, constitutes a quorum.
If a quorum is present, a plurality vote of the shares of Common Stock present
(either in person or by proxy) at the Meeting and entitled to vote is required
for the election of the director nominees. All other matters submitted to a vote
of stockholders require the affirmative vote of a majority of the outstanding
shares present at the meeting and entitled to vote for approval. Proxies that
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are marked "abstain" and proxies relating to "street name" shares that are
returned to the Company but marked by brokers as "not voted" ("broker
non-votes") will be treated as present for purposes of determining whether a
quorum is present, but will have no effect on the election of directors. Any
shares of Common Stock held in street name for which the broker or nominee
receives no instructions from the beneficial owner, and as to which such broker
or nominee does not have discretionary voting authority under applicable
American Stock Exchange rules, will be considered shares of Common Stock not
entitled to vote and will therefore not be considered in the tabulation of the
votes. Proxy ballots are received and tabulated by the Company's transfer agent
and certified by the inspector of election.
NO APPRAISAL RIGHTS
Under the New Jersey Corporation Business Act, stockholders of the
Company do not have appraisal rights in connection with the proposal upon which
a vote is scheduled to be taken at the Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's by-laws provide that the Board of Directors shall consist
of up to nine (9) members. The authorized number of directors, as determined by
the Board of Directors, is currently fixed at 9, and at present, the Board of
Directors consists of eight directors and one vacancy. At the Meeting,
stockholders will be requested to vote for seven (7) Director nominees to serve
on the Company's Board of Directors until the next annual meeting of
stockholders or until their respective successors are elected and qualified. The
accompanying form of proxy will be voted "FOR" the election of the seven
nominees named below as directors, unless the voting stockholder indicates
otherwise on such proxy. Proxies cannot be voted for a greater number of persons
than the number of nominees named in this Proxy Statement. Management has no
reason to believe that any of the nominees will not be a candidate or will be
unable to serve as a director. However, in the event that any of the nominees
should become unable or unwilling to serve as a director, the proxy will be
voted FOR the election of such person or persons as shall be designated by the
directors.
Directors and Executive Officers of the Company
Set forth below are the names and descriptions of the backgrounds of
the nominees for election as directors and of the executive officers of the
Company.
Name Age Position
Terence McCoy (1) 47 Chief Executive Officer
Paul Genova (1) 48 President and Chief Financial Officer
Bent Hessen-Schmidt 42 Executive Vice President, Marketing
Karabet "Gary" Simonyan (1)(2)(3) 68 Director - Non Executive Chairman of
the Board
Henry L. Bachman (1)(4) 74 Director
John Wilchek (1)(3)(4) 63 Director
Michael Manza (1)(2)(4) 68 Director
Andrew Scelba (1)(2)(3) 72 Director
_____________________________
(1) Director Nominee
(2) Member of Nominating and Governance Committee
(3) Member of Compensation Committee
(4) Member of Audit Committee
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE ABOVE NAMED SEVEN NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
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Terence McCoy, a director nominee, joined the Company in April 2004 as the
Company's Chief Executive Officer and director. From 1994 to 2004, Mr. McCoy was
employed with Reed Business Information, a Reed Elsevier Group Company and most
recently held the title of Group Vice President, Reed Printing and Packaging
Group. From 1980 to 1994, Mr. McCoy worked for Gordon Publications, eventually
becoming Vice President. Mr. McCoy has a Bachelor of Science degree in Business
Management from the University of Massachusetts.
Paul Genova, a director nominee, joined the Company in September 2003 and
since March 2004 has served as the Company's President, Chief Financial Officer
and director. From 1994 to 2002, Mr. Genova served as Chief Financial Officer
with Wilson Logistics, Inc., a supply chain management and industrial services
provider which is a wholly owned subsidiary of Wilson Logistics Holdings, AB
Sweden. From 1985 to 1994, Mr. Genova worked with Deloitte & Touche as a Senior
Audit Manager, working with various global manufacturing companies. Mr. Genova
earned his New York CPA certificate in 1983 and has a Bachelor of Science degree
in Accounting from Manhattan College.
Bent Hessen-Schmidt rejoined the Company in June 2002 as the Company's
Executive Vice President and Vice President of Marketing. Mr. Hessen-Schmidt
previously worked for the Company from 1988 to 1998, serving in various
positions leading up to Vice President of Sales and Marketing. From 1998 until
2002, Mr. Hessen-Schmidt was employed at SiGe Semiconductor, Inc. in Ottawa,
where he held various positions including Vice President of Sales, Marketing and
Business Development. Mr. Hessen-Schmidt has more than 20 years of experience in
Sales, Marketing and Engineering Management, 15 of which include Test and
Measurement. Mr. Hessen-Schmidt has a Masters degree in Electrical Engineering
from Denmark's Technical University.
Gary Simonyan, a director nominee, became a director of the Company in
March 2002 and the Non-Executive Chairman of the Board in March 2004. Mr.
Simonyan founded the Company in 1985. From 1985 until his official retirement
from the Company in 1997, Mr. Simonyan served in several capacities including
Chairman of the Board, Chief Executive Officer, President and Director. From
1978 until he joined the Company, he worked for Micronetics, Inc., a
manufacturer of electronic products, in several capacities, including President.
From 1977 through 1978, he served as President of Laser Management Associates,
an electronics consulting firm, which he founded. Mr. Simonyan has a Bachelor of
Science degree in Applied Physics and has undertaken graduate studies in
electrical engineering and in business administration.
Henry L. Bachman, a director nominee, became a director of the Company in
January 1999 and has a career of over 50 years in the electronics industry. From
1951 to 1996, Mr. Bachman served as Vice President of Hazeltine, a subsidiary of
Marconi Aerospace Systems Inc., Advanced Systems Division, on a full-time basis
and currently provides consulting services to them on a part-time basis. Mr.
Bachman was President of The Institute of Electrical and Electronics Engineers
(IEEE). Mr. Bachman has a Bachelor's degree and MS degree from Polytechnic
University as well as completed the Advanced Management Program at Harvard Sloan
School of Management.
John Wilchek, a director nominee, became a director of the Company in May
1993. He was the founder, President, CEO and Chairman of Zenith Knitting Mills
until his retirement in 1991.
Michael Manza a director nominee, became a director of the Company in June
2002. From 1988 until his retirement in 1999, Mr. Manza was a Partner at M.J.
Meehan & Co. and served on its Management Committee. From 1979 to 1988, Mr.
Manza worked for L.F. Rothschild Unterberg Towbin as a Partner and Managing
Director. From 1952 until 1979, Mr. Manza worked for Josephthal & Co. in several
capacities, and served as Partner and Manager from 1966 until 1979. Mr. Manza
received his Bachelors degree in Business from New York University and his
Masters degree in Finance from The New York Institute of Finance.
Andrew Scelba, a director nominee, became a director of the Company in
January 2003. In 1980, Mr. Scelba established ANR advertising, a technical
agency specializing in electronic and telecommunication accounts, servicing both
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national and international accounts. In 1990, the name was changed to SSD&W and
subsequently SGW. Mr. Scelba served as President and later Chairman of the
Board. In 2000, Mr. Scelba retired, but continued to consult for the agency. Mr.
Scelba has a Bachelor of Science degree in Advertising and a MBA in Marketing
from Fairleigh Dickenson University.
Meetings of the Board
During the fiscal year ended December 31, 2003, there were four (4)
formal meetings of the Company's Board of Directors, several actions by
unanimous written consent and several informal meetings. The Board of Directors
has a Nominating and Governance Committee, a Compensation Committee and an Audit
Committee. During the fiscal year ended December 31, 2003, there were four (4)
formal meetings of the Audit Committee and one (1) formal meeting of the
Compensation Committee. During fiscal year ended December 31, 2003, no director
attended fewer than 75% of the aggregate of the total number of meetings of the
Board of Directors (held during the period for which he was a director) and the
total number of meetings held by all committees of the Board of Directors on
which he served (held during the period that he served).
Committees of the Board of Directors
The Nominating and Governance Committee serves at the pleasure of the
Board of Directors, and is responsible for overseeing matters of corporate
governance, including the evaluation of the performance and practices of the
Board of Directors. The Committee also oversees the process for performance
evaluations of each of the Committees of the Board. It is also within the
charter of the Nominating and Governance Committee to review the Company's
management succession plans and executive resources. In addition, the Nominating
and Governance Committee reviews possible candidates for the Board of Directors
and recommends the nominees for directors to the Board of Directors for
approval. The members of the Nominating and Governance Committee are Messrs.
Karabet Simonyan, Michael Manza and Andrew Scelba. The directors who comprise
the Nominating and Governance Committee are independent within the definition of
Section 121A of the American Stock Exchange Company Guide. A copy of the
Nominating and Governance Committee Charter can be found on the Company's
website at www.wtt.bz. In addition, the Charter is included as Exhibit 1 to this
Proxy Statement as filed with Securities and Exchange Committee.
The Nominating and Governance Committee does not currently have a
policy whereby it will consider recommendations from shareholders for its
director nominees. The Nominating and Governance Committee feels that it is not
appropriate for the Company to have such a policy at this time.
The Nominating and Governance Committee has adopted a Code of Ethics,
pursuant to American Stock Exchange rule 807, which will be amended by June 1,
2004. At that time, a copy of such Code will be made available on the Company's
website at www.wtt.bz.
The Audit Committee operates pursuant to a written charter adopted by
the Board of Directors, a copy of which has been filed with the SEC. The Audit
Committee serves at the pleasure of the Board of Directors, and is authorized to
review proposals of the Company's auditors regarding annual audits, recommend
the engagement or discharge of the auditors, review recommendations of such
auditors concerning accounting principles and the adequacy of internal controls
and accounting procedures and practices, to review the scope of the annual
audit, to approve or disapprove each professional service or type of service
other than standard auditing services to be provided by the auditors, and to
review and discuss the audited financial statements with the auditors. The
members of the Audit Committee are Messrs. Henry L. Bachman, Michael Manza and
John Wilchek. Such directors are paid a retainer of $250 for each meeting of the
Audit Committee attended by such directors. The Board of Directors has
determined that Henry L. Bachman satisfies the criteria adopted by the
Securities and Exchange Commission to serve as "audit committee financial
expert" and is an independent director, pursuant to the standards set forth in
the Corporate Governance Committee Charter, attached as Exhibit 1 to this Proxy
Statement, and the requirements under the Securities Act of 1934.
The Compensation Committee serves at the pleasure of the Board of
Directors, and is authorized to establish salaries, incentives and other forms
of compensation for officers, directors and certain key employees and
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consultants, administer the Company's various incentive compensation and benefit
plans and recommend policies relating to such plans. The members of the
Compensation Committee are Messrs. Karabet Simonyan, Andrew Scelba and John
Wilchek.
The Company does not have a formal Executive Committee of the Board of
Directors. Directors who are not employees of the Company are compensated for
their services according to a standard arrangement. Such directors are paid a
retainer of $2,000 for each meeting of the Board of Directors attended by such
director.
STOCKHOLDER COMMUNICATION
The Company encourages stockholder communications to the Board of
Directors and/or individual directors. Stockholders who wish to communicate with
the Board of Directors or an individual director should send their
communications to the care of Paul Genova, President and Chief Financial
Officer, Wireless Telecom Group, Inc. at 25 Eastmans Road, Parsippany, NJ 07054.
Communications regarding financial or accounting policies should be sent to the
attention of the Chairman of the Audit Committee. All other communications
should be sent to the attention of the Chairman of the Nominating and Governance
Committee.
EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 2003,
2002 and 2001, the annual and long-term compensation for the Company's Chief
Executive Officer and its most highly compensated executive officers whose
annual compensation exceeded $100,000 for the fiscal year ended December 31,
2003 (each, a "Named Executive Officer").
SUMMARY COMPENSATION TABLE
--------------------------
Long Term
Compensation
Annual Compensation Awards
------------------- ------
Name and Securities All Other
Principal Position Year Salary Bonus Other Underlying Options Compensation (1)
- ------------------ ---- ------ ----- ----- ------------------ ----------------
Edward J. Garcia
- -Chairman of the Board, CEO
and President (2) 2003 $199,116 - - - $9,276
2002 $202,208 $50,000 - - $8,953
2001 $174,343 $50,000(3) - - $8,291
Marc Wolfsohn
- -Chief Financial Officer (4) 2003 $108,480 $-0 - - $1,300
2002 $99,662 $-0 - - $1,452
2001 $ 98,642 $-0 - - $ 950
Bent Hessen-Schmidt
- -Executive Vice President and 2003 $150,463 $1,000 - - $3,000
Vice President of Marketing (5)
2002 $ 78,365 $-0 - 75,000 $2,750
2001 $ 0 $-0 - - $ 0
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(1) Includes the total estimated value for the use of an automobile of $1,783,
$1,710, and $1,775 for fiscal years ended December 31, 2003, 2002 and 2001,
respectively for Mr. Garcia. Also includes the total premiums paid on
split-dollar life insurance for Mr. Garcia, Group Term Life and Accidental
Death and Dismemberment Insurance for Messers. Garcia and Wolfsohn and the
matching contribution to the Wireless Telecom Group 401(k) Profit Sharing
Plan for Messers. Garcia, Wolfsohn and Hessen-Schmidt.
(2) Effective March 19, 2004, Mr. Garcia was no longer affiliated with the
Company.
(3) Granted to Mr. Garcia in recognition of the successful acquisition of
Microlab/FXR.
(4) Effective September 15, 2003, Mr. Wolfsohn was no longer affiliated with
the Company.
(5) Mr. Hessen-Schmidt currently serves as the Company's Executive Vice
President and Vice President of Marketing and has done so since June 2002.
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OPTION GRANTS IN FISCAL YEAR 2003
---------------------------------
Individual Grants
-----------------
Number of Percent Of
Securities Total Options Potential Realizable Value At
Underlying Granted To Assumed Annual Rates Of Stock
Option/SARs Employees Exercise Of Price Appreciation For Option Term
In Fiscal Year Base Price Expiration -----------------------------------
Name Granted (#) 2003(1) ($/Sh) Date 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------------
Edward J.
Garcia
- -Chairman of
the Board,
CEO and
President (2) - - - - - -
Marc Wolfsohn
- - Chief
Financial
Officer (3) - - - - - -
Bent Hessen-
Schmidt
- - Executive
Vice
President and
Vice
President of
Marketing - - - - - -
- ------------------------------------------------------------------------------------------------
(1) Based upon a total of 265,000 options granted to all employees and
consultants during fiscal year 2003, none of which were granted to Mr.
Garcia, Mr. Wolfsohn or Mr. Hessen-Schmidt.
(2) Effective March 19, 2004, Mr. Garcia was no longer affiliated with the
Company.
(3) Effective September 15, 2003, Mr. Wolfsohn was no longer affiliated with
the Company.
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AGGREGATE OPTION EXERCISES IN THE
YEAR ENDED DECEMBER 31, 2003 AND OPTION VALUES
----------------------------------------------
Number of Securities Value of Securities
Underlying Unexercised Underlying Unexercised
Options at Fiscal Year End In-the-Money Options at Fiscal Year End (1)
-------------------------- -------------------------------------------
Shares
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------
Edward J. Garcia
- -Chairman of the
Board, CEO and
President (2) - - 460,000 60,000 $221,125 $13,000
Marc Wolfsohn
- - Chief Financial
Officer (3) - - 44,000 16,000 $32,050 $11,200
Bent Hessen-
Schmidt
- - Executive Vice
President and
Vice President
of Marketing - - 18,750 56,250 $15,000 $45,000
(1) Based upon the closing market price of the Company's Common Stock ($2.95
per share) on December 31, 2003 minus the exercise price of the
in-the-money option, multiplied by the number of shares to which the
in-the-money option relates.
(2) Effective March 19, 2004, Mr. Garcia was no longer affiliated with the
Company.
(3) Effective September 15, 2003, Mr. Wolfsohn was no longer affiliated with
the Company.
Employment Agreement
In March 2004, Mr. Garcia resigned and his employment was terminated.
The employment agreement provided for an annual base compensation of $200,000
per year.
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Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are Messrs. Karabet Simonyan,
Andrew Scelba and John Wilchek. Currently, none of such persons is an officer or
employee of the Company or any of its subsidiaries. During 2003, none of our
executive officers served as a director or member of a compensation committee
(or other committee serving an equivalent function) of any other entity, whose
executive officers served as a director or member of our Compensation Committee.
No interlocking relationship, as defined by the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), exists between our Board of Directors or our
Compensation Committee and the Board of Directors or Compensation Committee of
any other company.
Board Compensation Committee Report on Executive Compensation
The Company strives to apply a uniform philosophy regarding
compensation for all of its employees, including the members of its senior
management. This philosophy is based upon the premise that the achievements of
the Company result from the combined and coordinated efforts of all employees
working toward common goals and objectives in a competitive, evolving market
place.
The goals of the Company's compensation program are to align
remuneration with business objectives and performance, and to enable the Company
to retain and competitively reward executive officers who contribute to the
long-term success of the Company. The Company attempts to pay its executive
officers competitively in order that it will be able to retain the most capable
people in the industry. Information with respect to levels of compensation being
paid by comparable companies is obtained from various publications and surveys.
In making executive compensation decisions, the Board Compensation Committee
considered achievement of certain quantitative and qualitative criteria, some of
which relate to the Company's performance and others of which relate to the
performance of the individual employee. The Company's performance criteria are
selected by Board the Compensation Committee. Awards to executive officers are
based on achievement of Company and individual performance criteria.
The Compensation Committee will evaluate the Company's compensation
policies on an ongoing basis to determine whether they enable us to attract,
retain and motivate key personnel. To meet these objectives, we may from time to
time increase salaries, award additional stock options or provide other short
and long-term incentive compensation to executive officers.
Mr. Edward J. Garcia served as the Company's Chief Executive Officer,
President and Chairman of the Board of Directors from January 1999 until March
2004. In the fiscal year ended December 31, 2003, Mr. Garcia received $199,116
in salary, $0 in bonuses and $9,276 in other compensation. Mr. Garcia's
compensation for the 2003 fiscal year was based on his qualitative managerial
efforts and business ingenuity. See "Executive Compensation."
The Compensation Committee
- -Messrs. Karabet Simonyan, Andrew Scelba and John Wilchek
AUDIT COMMITTEE REPORT
The Audit Committee is composed of independent directors, as defined in
the AMEX listing standards, and operates under a written charter adopted by the
Board of Directors. The members of the Company's Audit Committee are Henry L.
Bachman, Michael Manza and John Wilchek.
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The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended December 31,
2003. The information contained in this report shall not be deemed to be
soliciting material or to be filed with the Securities and Exchange Commission
(the "SEC"), nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Exchange Act,
except to the extent that the Company specifically incorporates it by reference
in such filing.
In connection with the preparation and filing of the Company's Annual
Report on Form 10-K for the year ended December 31, 2003:
(1) The Audit Committee reviewed and discussed the audited financial
statements with management;
(2) The Audit Committee discussed with Lazar Levine & Felix LLP, the
Company's independent auditors the material required to be discussed
by Statement on Auditing Standards No. 61, Communication with Audit
Committees, (as may be modified or supplemented);
(3) The Audit Committee reviewed the written disclosures and the letter
from Lazar Levine & Felix LLP required by the Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees,
as may be modified or supplemented, and discussed with the auditors
any relationships that may impact their objectivity and independence
and satisfied itself as to the auditors' independence.
Based on the review and discussion referred to above, the Audit
Committee recommended to the Company's Board of Directors that the Company's
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2003, to be filed with the SEC.
Fees Paid to Principal Accountants
Audit Fees
The aggregate fees billed for professional services and paid for the
annual audit and for the review of the Company's financial statements included
in the Company's Annual Report on Form 10-K for the years ended December 31,
2003 and 2002 and the Company's Forms 10-Q for the years ended December 31, 2003
and 2002 were approximately $91,604 and $61,862, respectively.
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Audit-Related Fees
We did not engage Lazar Levine & Felix, LLP to provide audit-related
services during the years ended December 31, 2003 or 2002. Therefore, there were
no fees billed for services of that type.
Tax Fees
The aggregate tax fees billed for all respective services for the years
ended December 31, 2003 and 2002, were approximately $32,904 and $29,997,
respectively.
All Other Fees
The aggregate fees billed for all other non-audit services, including
fees for acquisition analysis, rendered by the principal accountant for the
years ended December 31, 2003 and 2002, were approximately $1,175 and $4,412,
respectively.
The Audit Committee has reviewed the non-audit services provided by the
principal accountants and determined that the provision of these services during
fiscal years 2003 and 2002 are compatible with maintaining the principal
accountants independence.
PERFORMANCE GRAPH
The graph below presents the yearly percentage change in the cumulative
total stockholder returns for the Company's Common Stock (WTT) compared with (i)
the American Stock Exchange Market Value Index and (ii) a peer group index of 48
companies selected on an industry basis. The graph assumes that the value of the
investment in the Company's Common Stock, the American Stock Exchange Market
Value Index and the peer group index each was $100 on December 31, 1998 and that
all dividends were reinvested. All of the indices include only companies whose
common stock has been registered under Section 12 of the Exchange Act, for at
least the time frame set forth in the graph.
12
The total shareholder returns depicted in the graph are not necessarily
indicative of future performance. The Performance Graph and related disclosure
shall not be deemed to be incorporated by reference in any filing by the Company
under the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent that the Company specifically incorporates the graph and such disclosure
by reference.
/--------------------------FISCAL YEAR ENDING---------------------------/
COMPANY/MARKET/INDEX 12/31/1998 12/31/1999 12/29/2000 12/31/2001 12/31/2002 12/31/2003
WIRELESS TELECOM GROUP, INC. 100 170 100 154 106 172
SIC CODE INDEX 100 159 143 95 36 62
AMEX MARKET INDEX 100 125 123 117 113 154
401(K) Profit Sharing Plan
The Company's 401(k) Profit Sharing Plan (the "PSP") is qualified under
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"). The effective date of the PSP is January 1, 1991. This plan is
administered under a Trust of which Mr. Paul Genova, the Company's President and
Chief Financial Officer, is the Trustee. All employees of the Company, who are
21 years or older, including its executive officers, are eligible to participate
in the PSP after six months of employment with the Company.
Under the PSP, participating employees have the right to elect that
their contributions to this plan be made from reductions from their compensation
paid to them by the Company, up to 100% of their compensation per annum not to
exceed $12,000 for 2003, per the IRS index and in compliance with GUST-EGTRRA.
Additionally effective July 1, 2002 the plan allowed certain eligible
participants to make additional pre-tax contributions to the plan up to $2,000
in 2003, if they meet the following requirements: They must be eligible to
participate in the plans 401 (k) arrangement, they must be at least age 50 or
older or will attain age 50 in 2003. These additional contributions known as
"catch-up" contributions are in compliance with the EGTRRA and cannot exceed the
maximum amount allowed under federal tax laws for that calendar year.
Participating employees are entitled to full distribution of their share of the
Company's contribution under this plan upon their death, total disability, when
they reach Normal Retirement Age (age 60) or when they reach Early Retirement
Age (age 55). If their employment is terminated earlier, their share of the
Company's contributions will depend upon their number of years of employment
with the Company.
All participating employees have the right to receive 100% of their own
contributions to the PSP upon any termination of employment. Apart from the
Company's and employees' contributions, they may receive investment earnings
relating to the funds in their account under this plan.
Benefits under the PSP are payable to eligible employees in a single
lump sum or in installments upon termination of their employment, although
in-service withdrawals are permitted under certain circumstances. If more than
60% of its contributions are allocated to key employees, the Company will be
compelled to contribute 3% of their annual compensation to each participating
non-key employee's account for that year. If the Company terminates this plan,
participating employees are entitled to 100% of the Company's contributions
credited to their accounts. Company contributions to the plan for Fiscal 2003
and Fiscal 2002 aggregated $106,053 and $99,947, respectively.
Security Ownership of Certain Beneficial Owners:
The following table sets forth certain information regarding the
Company's Common Stock owned as of the Record Date by (i) each person who is
known by the Company to beneficially own more than 5% of its outstanding Common
Stock, (ii) each director and director nominee and Named Executive Officer, and
(iii) all officers and directors as a group without naming them. Except as
13
otherwise set forth below, the address of each such person is c/o Wireless
Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey, 07054. Beneficial
ownership is determined in accordance with the rules of the SEC. In computing
the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock subject to options or warrants held by
that person that are currently exercisable or will become exercisable within 60
days after the Record Date, are deemed outstanding; however, such shares are not
deemed outstanding for purposes of computing the ownership percentage of any
other person. Unless otherwise indicated in the footnotes below, the persons and
entities named in the table have sole voting and investment power with respect
to all shares beneficially owned, subject to community property laws where
applicable.
Amount and Nature of
Names and Addresses Beneficial Ownership (1) Percentage Owned(2)
- -------------------
Terence McCoy 0 *
John Wilchek (3) 112,000 *
Franklin H. Blecher (4) 96,500 *
Henry Bachman (5) 81,000 *
Karabet "Gary" Simonyan (6) 52,000 *
Michael Manza (7) 20,000 *
Andrew Scelba (8) 20,000 *
Paul Genova (9) 0 *
Bent Hessen-Schmidt (10) 18,750 *
All officers and directors 400,250 2.3 %
as a group (9 persons) (11)
FMR Corp. 1,398,400 8.2%
82 Devonshire Street
Boston, MA 02109 (12)
___________________________
* Less than one percent.
(1) Except as otherwise set forth in the footnotes below, all shares are
beneficially owned, and the sole voting and investment power is held by the
persons named.
(2) Based upon 17,020,611 shares of Common Stock outstanding as of the Record
Date.
(3) Ownership consists of 76,000 shares of Common Stock and 36,000 shares of
Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes 0 shares of Common Stock issuable upon
the exercise of options not exercisable within 60 days of the Record Date.
14
(4) Ownership consists of 21,500 shares of Common Stock and 75,000 shares of
Common Stock subject to options currently exercisable or exercisable within
60 days of the Record Date. Excludes 0 shares of Common Stock issuable upon
the exercise of options not exercisable within 60 days of the Record Date.
(5) Ownership includes 1,000 shares of Common Stock and 80,000 shares of Common
Stock subject to options currently exercisable or exercisable within 60
days of the Record Date. Excludes 0 shares of Common Stock issuable upon
the exercise of options not exercisable within 60 days of the Record Date.
(6) Ownership includes 32,000 shares of Common Stock and 20,000 shares of
Common Stock subject to options currently exercisable or exercisable within
60 days of the Record Date. Excludes 60,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(7) Ownership includes 0 shares of Common Stock and 20,000 shares of Common
Stock subject to options currently exercisable or exercisable within 60
days of the Record Date. Excludes 60,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(8) Ownership includes 0 shares of Common Stock and 20,000 shares of Common
Stock subject to options currently exercisable or exercisable within 60
days of the Record Date. Excludes 60,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(9) Excludes 50,000 shares of Common Stock issuable upon the exercise of
options not exercisable within 60 days of the Record Date.
(10) Ownership consists of 0 shares of Common Stock and 18,750 shares of Common
Stock subject to options currently exercisable or exercisable within 60
days of the Record Date. Excludes 56,250 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(11) Ownership consists of 130,500 shares of the Company's Common Stock and
269,750 shares of Common Stock issuable upon the exercise of options
exercisable within 60 days of the Record Date. Excludes 286,250 shares of
Common Stock issuable upon the exercise of options not exercisable within
60 days of the Record Date.
(12) Based on information set forth in Schedule 13-G/A, dated December 31, 2003,
filed with the Commission on February 17, 2004.
Director Compensation
Director Fees. Directors who are not employees of the Company are
compensated for their services according to a standard arrangement authorized by
a resolution of the Board of Directors. Such directors are paid a retainer of
$2,000 for each meeting of the Board of Directors attended by such director.
Director and Officer Liability
New Jersey's Business Corporation Act permits New Jersey corporations
to include in their certificates of incorporation a provision eliminating or
limiting the personal liability of directors and officers of the corporation for
damages arising from certain breaches of fiduciary duty. The Company's
Certificate of Incorporation includes a provision eliminating the personal
liability of directors and officers to the Company and its stockholders for
damages to the maximum extent permitted by New Jersey law, including exculpation
for acts of omissions in violation of directors' and officers' fiduciary duties
of care. Under current New Jersey law, liability is not eliminated in the case
of a breach of a director's or officer's duty of loyalty (i.e., the duty to
refrain from transactions involving improper conflicts of interest) to the
Company or its stockholders, the failure to act in good faith, the knowing
violation of law or the obtainment of an improper personal benefit. The
Company's Certificate of Incorporation does not have an effect on the
availability of equitable remedies (such as an injunction or rescissions) for
breach of fiduciary duty. However, as a practical matter, equitable remedies may
not be available in particular circumstances. The Company also has in effect
under a policy effective April 1, 2004, and expiring on April 1, 2005, insurance
covering all of its directors and officers against certain liabilities and
reimbursing the Company for obligations for which it occurs as a result of its
indemnification of such directors, officers and employees.
15
Relationship with Independent Public Accountants
Lazar Levine & Felix, LLP has been our independent auditors since 1991,
and the Board of Directors desires to continue to engage the services of this
firm for the fiscal year ending December 31, 2004. Accordingly, the Board of
Directors, upon the recommendation of the Audit Committee, has reappointed Lazar
Levine & Felix LLP to audit the Company and its subsidiaries financial
statements for fiscal year 2004 and to report on these financial statements.
Representatives of Lazar Levine & Felix LLP are expected to be present
at the annual meeting and will have the opportunity to make statements if they
so desire and to respond to appropriate questions from our stockholders.
OTHER MATTERS
The Management of the Company does not know of any matters other than
those stated in the Proxy Statement which are to be presented for action at the
Meeting. If any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted on any such matters
in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to the stockholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mails, officers and regular employees may solicit the return of
proxies. The Company may reimburse persons holding stock in their names or in
the names of other nominees for their expense in sending proxies and proxy
material to principals. Proxies may be solicited by mail, personal interview,
telephone and fax.
The Company will provide without charge to each person being solicited
by this Proxy Statement, on the written request of any such person, a copy of
the Annual Report of the Company on Form 10-K for the year ended December 31,
2003 as filed with the Commission, including the financial statements, notes and
schedules thereto. All such requests should be directed to: Ms. Reed E. DuBow,
Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New
Jersey 07054.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and persons who beneficially own more than 10% of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Such executive officers, directors and
greater than 10% beneficial owners are required by regulation to furnish the
Company with copies of all Section 16(a) forms filed by such reporting persons
with the Commission.
Based solely upon the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that the Company's executive officers, directors and greater than 10%
beneficial owners have complied with all applicable filing requirements.
16
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT THE NEXT ANNUAL MEETING
Submission of Business Proposals and Shareholder Nominations. The
Company must receive proposals that stockholders seek to include in the proxy
statement for the Company's next annual meeting no later than December 31, 2004.
If next year's annual meeting is held on a date more than 30 calendar days from
April 30, 2005, a stockholder proposal must be received by a reasonable time
before the Company begins to print and mail its proxy solicitation for such
annual meeting. Any stockholder proposals will be subject to the requirements of
the proxy rules adopted by the Securities and Exchange Commission.
By Order of the Board of Directors,
Reed E. DuBow
Secretary
Dated: April 30, 2004
PROXY
WIRELESS TELECOM GROUP, INC.
25 EASTMANS ROAD, PARSIPPANY, NEW JERSEY 07054
This Proxy is Solicited on Behalf of the Board of Directors
of Wireless Telecom Group, Inc.
The undersigned hereby appoints Messrs. Paul Genova and John Wilchek as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated below, all the shares of the Common
Stock of Wireless Telecom Group, Inc. held of record by the undersigned on April
2, 2004, at the Annual Meeting of Stockholders to be held on Friday, May 21,
2004 or any adjournment thereof. The undersigned hereby revokes any proxy
previously given with respect to such shares.
Shares represented by this proxy will be voted as directed by the
stockholder. If no such directions are indicated, the proxies will have
authority to vote FOR the nominees for directors and FOR the proposal.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement.
1. Election of each TERENCE McCOY, PAUL GENOVA, KARABET SIMONYAN, JOHN
WILCHEK, HENRY L. BACHMAN, MICHAEL MANZA, and ANDREW SCELBA as directors,
FOR all seven nominees listed (except as marked to the contrary above): [ ]
WITHHOLD AUTHORITY: [ ] (Instruction: To withhold authority to vote for any
of the nominees strike a line through the nominee's name in the list above)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR Proposal
1.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
Dated:____________________________________, 2004
Signature:______________________________________
Signature if held jointly:______________________
When signing as attorney, as executor, as administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.