- Current report filing (8-K)
11 5월 2010 - 2:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
May 7,
2010
|
Wireless
Telecom Group, Inc.
|
|
(Exact Name of Registrant as Specified in Its Charter)
|
|
New Jersey
|
|
(State or Other Jurisdiction of Incorporation)
|
|
|
|
001-11916
|
|
22-582295
|
|
|
|
(Commission File Number)
|
|
(IRS Employer Identification
No.)
|
|
|
|
25 Eastmans Road
Parsippany, New Jersey
|
|
07054
|
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
(973) 386-9696
|
|
(Registrants Telephone Number, Including Area Code)
|
|
Not Applicable
|
|
(Former Name or Former 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 (
see
General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
ITEM 2.01.
|
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
|
Effective
May 7, 2010, Wireless Telecom Group, Inc., a New Jersey corporation (the
Registrant
),
completed the previously announced pending sale of substantially all of the
assets of its wholly owned subsidiary, Willtek Communications GmbH, a company
organized under the laws of Germany (
Willtek
), and Willteks wholly
owned subsidiaries, Willtek Communications SARL and Willtek Communications,
Inc. (collectively with Willtek, the
Seller Parties
). Pursuant to the Asset Purchase
Agreement, dated April 9, 2010 (the
Purchase Agreement
), among the Registrant, the Seller
Parties, Aeroflex Incorporated, a Delaware corporation (
Aeroflex
), and
Aeroflexs wholly owned subsidiaries Aeroflex Wichita, Inc., Aeroflex GmbH and
Aeroflex France SAS (collectively, the
Buyer Parties
), the Registrant
and the Seller Parties sold to the Buyer Parties substantially all of the
assets of the Seller Parties, and the Buyer Parties assumed certain liabilities
related to such assets and the business of the Seller Parties (the
Business
),
all upon the terms and subject to the conditions of the Purchase Agreement (the
Transaction
).
The
assets of the Seller Parties that were sold to the Buyer Parties in the
Transaction include accounts receivable, inventory, fixed assets, intellectual
property and goodwill of the Seller Parties that were used in or related to the
Business. Certain liabilities of the Seller Parties that were assumed by the
Buyer Parties in the Transaction include trade accounts payable, certain
pension-related liabilities and certain other accrued and other current
liabilities of the Seller Parties that relate to the acquired assets or the
Business and are specified in the Purchase Agreement. As part of the
Transaction, the Buyer Parties assumed all of Willteks employees worldwide
pursuant to the terms and subject to the conditions of the Purchase Agreement.
As
consideration for the purchase of the acquired assets, the Buyer Parties agreed
to assume certain liabilities specified in the Purchase Agreement and paid
$2,750,000 in cash to the Seller Parties. The cash purchase price is subject
to a downward post-closing adjustment if the Adjusted Net Assets (as defined
in the Purchase Agreement) of the Business as of May 7, 2010 (the effective closing
date of the Transaction) is less than the Adjusted Net Assets Target (as
defined in the Purchase Agreement).
Under
the Purchase Agreement, each of the Registrant and the Seller Parties agreed
not to compete in connection with the design, development, manufacture or sale
of products for terminal testing and air interface testing market applications
(subject to certain exceptions) for a period of three years from and after the
date hereof. In addition, each of the Registrant and the Seller Parties agreed
not to (i) induce any customer of the Business to cease or reduce the amount of
business such customer has customarily done with the Business, (ii) hire or
solicit for hire any current employees of the Business or (iii) interfere in
the relationship of the Business with any of its customers, suppliers and
independent contractors, in each case for a period of three years from and
after the date hereof.
The
Purchase Agreement contains customary post-closing covenants and
indemnification obligations of the parties thereto as set forth therein.
There
were no material relationships between any of the Registrant and the Seller
Parties, on the one hand, and Aeroflex and the Buyer Parties or any of their
respective affiliates, any
director or
officer of the Buyer Parties, or any associate of any such director or officer,
on the other hand, other than with respect to the Purchase Agreement and the
ancillary agreements referred to therein and the transactions contemplated
thereby.
The
foregoing summary of the Purchase Agreement and the Transaction does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Purchase Agreement, a copy of which was previously filed with the
Registrants Current Report on Form 8-K, dated April 9, 2010, and is
incorporated by reference into this Item 2.01. The press release issued
by the Registrant announcing the closing of the Transaction is attached hereto
as Exhibit 99.1 and is incorporated herein in its entirety by reference.
On
May 10, 2010, the Registrant issued a press release announcing the closing of
the Transaction referred to in Item 2.01 above. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 in its
entirety by reference.
|
|
ITEM 9.01.
|
FINANCIAL STATEMENTS AND EXHIBITS
|
The
following Exhibits are filed as part of this Current Report:
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
|
10.1
|
|
Asset
Purchase Agreement, dated April 9, 2010, by and among the Registrant, the
Seller Parties, Aeroflex and the Buyer Parties.*
|
|
|
|
99.1
|
|
Press
Release of Wireless Telecom Group, Inc. dated May 10, 2010.
|
|
|
|
* Previously
filed as an Exhibit to the Registrants Current Report on Form 8-K, dated
April 9, 2010, and incorporated herein by reference.
|
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 thereunto
duly authorized.
|
|
|
|
WIRELESS
TELECOM GROUP, INC.
|
|
|
|
Date: May 7,
2010
|
By:
|
/s/ Paul
Genova
|
|
|
|
|
|
Paul Genova
|
|
|
Chief
Executive Officer and CFO
|
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
10.1
|
|
Asset
Purchase Agreement, dated as of April 9, 2010, by and among the Registrant,
the Seller Parties, Aeroflex and the Buyer Parties.*
|
|
|
|
99.1
|
|
Press
Release of Wireless Telecom Group, Inc. dated May 10, 2010.
|
|
|
|
* Previously
filed as an Exhibit to the Registrants Current Report on Form 8-K, dated
April 9, 2010, and incorporated herein by reference.
|
Wireless Telecom (AMEX:WTT)
과거 데이터 주식 차트
부터 7월(7) 2024 으로 8월(8) 2024
Wireless Telecom (AMEX:WTT)
과거 데이터 주식 차트
부터 8월(8) 2023 으로 8월(8) 2024