Amended Current Report Filing (8-k/a)
April 15 2020 - 06:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported):
|
|
February
7, 2020
|
Wireless
Telecom Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
New
Jersey
(State
or Other Jurisdiction of Incorporation)
001-11916
|
|
22-2582295
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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25
Eastmans Road
|
|
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Parsippany,
New Jersey
|
|
07054
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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(973)
386-9696
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Title
of each class
|
|
Trading
Symbol
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Name
of each exchange on which
registered
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Common
Stock
|
|
WTT
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NYSE
American
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|
|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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|
[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
On
February 7, 2020, Wireless Telecom Group, Inc. (the “Company”) filed a current report on Form 8-K (the “Original
8-K”) reporting that on February 7, 2020 the Company completed the acquisition of Holzworth Instrumentation, Inc. (“Holzworth”)
and entered into a Term Loan Facility with Muzinich BDC to finance the acquisition. This Form 8-K/A amends the Original 8-K to
include the historical audited financial statements and unaudited interim financial statements of Holzworth and the unaudited
pro forma combined financial statements of Holzworth and the Company as required by Items 9.01(a) and 9.01(b) of Form 8-K that
were excluded from the Original 8-K in reliance on the instructions to those items. All other items in the Original 8-K remain
the same.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired
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The
audited financial statements for the twelve months ended December 31, 2018 and 2017 and unaudited interim financial statements
for the nine months ended September 30, 2019 are filed herewith as Exhibit 99.2.
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(b)
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Pro
Forma Financial Information
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The
unaudited pro form combined financial information for the twelve months ended December 31, 2018 and nine months ended September
30, 2019 and balance sheet as of September 30, 2019 are filed herewith as Exhibit 99.3
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.
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WIRELESS
TELECOM GROUP, INC.
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Date:
April 14, 2020
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By:
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/s/
Michael J. Kandell
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Michael
J Kandell
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Chief
Financial Officer and Corporate Secretary
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