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UNITED
STATES
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): August 4, 2023
Wireless
Telecom Group, Inc.
(Exact
name of Registrant as specified in its charter)
New
Jersey |
|
001-11916 |
|
22-2582295 |
(State of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
25
Eastmans Road, Parsippany, New Jersey |
|
07054 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(973)
386-9696
(Registrant’s
telephone number, including area code)
(Former
name or 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:
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
Common
Stock |
|
WTT |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory
Note
On
August 4, 2023 (the “Closing Date”), the acquisition of Wireless Telecom Group, Inc., a New Jersey corporation (“WTT”),
was completed pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of May 24, 2023 (the “Original
Merger Agreement”), as amended by the First Amendment to Agreement and Plan of Merger, dated as of June 8, 2023 (the “First
Amendment”, and together with the Original Merger Agreement, the “Merger Agreement”) with Maury Microwave, Inc., a
Delaware corporation (“Maury”), and Troy Merger Sub, Inc., a New Jersey corporation wholly-owned by Maury (“Merger
Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub merged with
and into WTT (the “Merger”), with WTT continuing as the surviving corporation and a wholly-owned subsidiary of Maury. As
previously announced, WTT’s shareholders approved the Merger at a special meeting of shareholders held on August 2, 2023.
The
description of the Merger Agreement and related transactions (including, without limitation, the Merger) in this Current Report on Form
8-K does not purport to be complete and is subject and qualified in its entirety by reference to the full text of the Original Merger
Agreement, which is attached as Exhibit 2.1 to WTT’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on May 25, 2023 and the First Amendment, which is attached as an Exhibit to WTT’s Current Report on Form
8-K, filed with the SEC on June 12, 2023, and which are each incorporated herein by reference.
Item
2.01 |
Completion
of Acquisition or Disposition of Assets. |
The
description contained under the Introductory Note above is hereby incorporated by reference into this Item 2.01.
Merger
Consideration. At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01
per share, of WTT (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares
of Common Stock that were cancelled) was automatically converted into the right to receive $2.13 per share in cash (the “Merger
Consideration”), without interest and less applicable withholding taxes. Pursuant to the terms of the Merger Agreement, payments
of Merger Consideration may not be made by the paying agent or the surviving company until file-stamped evidence of the filing of the
certificate of merger has been received from the Office of the Department of the Treasury of the State of New Jersey, which is expected
to occur in approximately seven business days.
Treatment
of Outstanding Equity Awards. At the Effective Time, each outstanding stock option award granted under WTT’s equity compensation
plans (a “WTT Stock Option Award”) that was outstanding as of the Effective Time and that had an exercise price per share
that was less than the Merger Consideration was accelerated in full, and each holder of each such WTT Stock Option Award will be paid
by the surviving corporation an amount in cash with respect to each share of Common Stock subject to such option equal to the Merger
Consideration less the applicable exercise price (as calculated pursuant to the Merger Agreement), less all applicable withholding and
other authorized deductions, and each WTT stock option award shall be cancelled and terminated as of the Effective Time.
At
the Effective Time, each outstanding restricted stock award granted under WTT’s equity compensation plans (a “WTT Restricted
Stock Award”) was accelerated in full, and was cancelled and terminated as of the Effective Time and each such WTT restricted stock
award was converted into the right to receive, with respect to each share of Common Stock subject to such WTT Restricted Stock Award
(as determined in accordance with the applicable award agreement relating thereto), the Merger Consideration, less all applicable withholding
and other authorized deductions.
At
the Effective Time, each outstanding restricted stock unit award granted under WTT’s equity compensation plans (a “WTT Restricted
Stock Unit Award”) was accelerated in full, and each such WTT Restricted Stock Unit Award was cancelled and terminated as of the
Effective Time and each holder of each such WTT restricted stock unit award will be paid by the surviving corporation an amount in cash
(without interest) equal to the product obtained by multiplying the aggregate number of restricted stock units underlying such WTT Restricted
Stock Unit Award as of the Effective Time, by the Merger Consideration.
Item
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The
descriptions contained under the Introductory Note and Item 2.01 are incorporated by reference into this Item 3.01.
In
connection with the consummation of the Merger, on the Closing Date, WTT notified the NYSE American (the “Exchange”) that
the Merger had closed and requested that the Exchange (1) suspend trading of the Common Stock, (2) remove the Common Stock from listing
on the Exchange prior to the open of trading on August 4, 2023, and (3) file with the SEC a notification of delisting of the Common Stock
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Common Stock
will no longer be listed on the Exchange.
WTT
intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of the Common Stock under
Section 12(g) of the Exchange Act and the suspension of WTT’s reporting obligations under Sections 13 and 15(d) of the Exchange
Act.
Item
3.03 |
Material
Modification to Rights of Security Holders. |
The
descriptions contained under the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 are incorporated by reference into this Item 3.03.
In
connection with the Merger and at the Effective Time, holders of Common Stock immediately prior to such time ceased to have any rights
as stockholders in WTT (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).
Item
5.01 |
Change
in Control of Registrant. |
The
descriptions contained under the Introductory Note, Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K
are incorporated by reference into this Item 5.01.
As
a result of the consummation of the Merger, a change in control of WTT occurred. Pursuant to the Merger Agreement, at the Effective Time,
Merger Sub was merged with and into WTT, with WTT continuing as the surviving corporation and becoming a wholly-owned subsidiary of Maury.
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The
descriptions contained under the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated by reference into
this Item 5.02.
In
connection with the Merger, each of C. Scott Gibson, Alan L. Bazaar, Jennifer Fritzsche, Michael Millegan, Allan D. L. Weinstein and
Timothy Whelan ceased to be members of the board of directors of WTT (the “Board”), and any committee thereof, effective
as of the Effective Time. In addition, at the Effective Time, Timothy Whelan ceased to be an executive officer of WTT.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
2.1(a)* |
|
Agreement and Plan of Merger, dated as of May 24, 2023, by and among Wireless Telecom Group, Inc., a New Jersey corporation, Maury Microwave, Inc., a Delaware corporation and Troy Merger Sub, Inc., a New Jersey corporation (incorporated by reference to Exhibit 2.1 to WTT’s Current Report on Form 8-K, filed with the SEC on May 25, 2023). |
2.1(b) |
|
First Amendment to Agreement and Plan of Merger, dated as of June 8, 2023 (incorporated by reference to Exhibit 10.1 to WTT’s Current Report on Form 8-K, filed with the SEC on June 12, 2023. |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
* |
Schedules
and similar attachments to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S K. WTT hereby undertakes
to furnish supplementally copies of any of the omitted schedules and similar attachments upon request by the SEC. |
SIGNATURE
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.
Date:
August 4, 2023 |
WIRELESS
TELECOM GROUP, INC. |
|
|
|
|
By: |
/s/
Michael Kandell |
|
Name: |
Michael
Kandell |
|
Title: |
Chief
Financial Officer |
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