Unassociated Document
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):
April
11,
2008
Wireless
Telecom Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of
Incorporation)
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22-582295
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(Commission
File Number)
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(IRS
Employer Identification No.)
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25
Eastmans Road
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07054
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(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
5.02 |
Departure
of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers;Compensatory
Arrangements of Certain Officers.
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Johnson
Severance Agreement
On
April
11, 2008, upon the unanimous recommendation of the Compensation Committee of
the
Board of Directors (the “Compensation Committee”) of Wireless Telecom Group,
Inc., a New Jersey corporation (the “Company”), the Board of Directors of the
Company (the “Board”) approved, and the Company thereafter executed, a severance
agreement dated as of April 11, 2008, between the Company and James M. (“Monty”)
Johnson, the Company’s Vice Chairman of the Board and Chief Executive Officer
(the “Johnson Severance Agreement”).
The
Johnson Severance Agreement provides that if
Mr.
Johnson’s employment is terminated by the Company “without cause” or if Mr.
Johnson terminates his employment for “good reason,” then Mr. Johnson will be
entitled to receive (1) at the sole discretion of the Company, either a lump-sum
cash payment equal to 75% of his annual base compensation then in effect (which
based on Mr. Johnson’s current annual base compensation, would be approximately
$172,500), payable within 30 days after termination, or continuation of his
base
compensation then in effect for a period of nine months after termination,
and
(2) the continuation of all benefits, to the extent permissible under the
applicable benefits programs, in which he currently participates for a period
of
nine months following his termination. If Mr. Johnson obtains subsequent
employment during such nine-month period and if he receives benefits through
such subsequent employment, the Company may terminate his continuing benefits.
Under
the
terms of the Johnson Severance Agreement, “cause” means the occurrence of any
one or more of the following: (i) fraud, embezzlement and /or misappropriation
of the Company’s (or any successor’s) funds; (ii) gross or willful misconduct by
Mr. Johnson in the performance of his duties; (iii) a material violation of
the
Company’s (or any successor’s) Code of Conduct; or (iv) a conviction by, or
entry of a plea of guilty or nolo contendre in, a court of competent
jurisdiction for any crime which constitutes a felony or act or moral turpitude
in the jurisdiction involved; and “good reason” means (i) the assignment to Mr.
Johnson of duties materially and adversely inconsistent with his position,
title, duties, responsibilities or status with the Company as an officer of
the
Company, (ii) any removal of Mr. Johnson from, or any failure to re-elect Mr.
Johnson as an officer of the Company, (iii) a reduction in Mr. Johnson’s salary,
or (iv) relocation of Mr. Johnson’s principal place of employment to a place
more than 30 miles from its current location, in each case without Mr. Johnson’s
written consent.
The
terms
and conditions contained in the Johnson Severance Agreement are substantially
similar to those contained in an existing severance agreement between the
Company and Paul S. Genova, the Company’s President and Chief Financial
Officer.
A
copy of
the Johnson Severance Agreement is included as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference in its entirety into this
Item 5.02.
Performance-Based
Option Agreements
On
April
11, 2008, upon the unanimous recommendation of the Compensation Committee,
the
Board approved the grant of performance-based stock options to each of Messrs.
Johnson, Genova and Lawrence D. Henderson, the Company’s Vice President of
Sales. Accordingly, the Company entered into stock option agreements dated
as of
April 11, 2008, with each of Messrs. Johnson, Genova and Henderson, pursuant
to
which Mr. Johnson was awarded options to purchase up to 540,000 shares of the
Company’s common stock, Mr. Genova was awarded options to purchase up to 220,000
shares of the Company’s common stock, and Mr. Henderson was awarded options to
purchase up to 120,000 shares of the Company’s common stock, respectively, at an
exercise price of $1.42 per share, representing a 5% premium over the closing
price of the Company’s common stock reported on the American Stock Exchange on
April 11, 2008, the date of grant.
Under
the
terms of the stock option agreements, provided
the executive remains in the continuous service of the Company at such times,
the
options will fully vest and become exercisable upon the earlier to occur of
(a)
the
date
on which the Board shall have determined that both of the following shall have
occurred in any one fiscal year after the fiscal year ending December 31, 2007:
(1) the Company’s consolidated operating income for such fiscal year shall have
increased by 25% as compared to the Company’s consolidated operating income for
its fiscal year ended December 31, 2007 (i.e., it shall have exceeded
$3,953,361) and (2) the Company’s consolidated net sales for such fiscal year
shall have increased by 15% as compared to the Company’s consolidated net sales
for its fiscal year ended December 31, 2007 (i.e., it shall have exceeded
$65,092,357) or (b) the date on which a “Change-of-Control” (as defined in the
option agreements) of the Company is consummated, provided that all
consideration in exchange therefor to which the executive may become entitled
as
a result of such Change-of-Control of the Company shall not be delivered to
the
executive until the earlier of (i) the date on which the
executive’s employment with the Company is “Involuntarily Terminated” (as
defined in the option agreements) following the consummation of such
Change-of-Control or (ii) the date that is six months next following the date
on
which such Change-of-Control is consummated.
Copies
of
the performance-based option agreements between the Company and each of Messrs.
Johnson, Genova and Henderson are included as Exhibits 10.2, 10.3 and 10.4,
respectively, to this Current Report on Form 8-K and are incorporated by
reference in their entirety into this Item 5.02.
| Item
9.01. |
Financial
Statements and Exhibits.
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(c) Exhibits.
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Exhibit No.
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Description
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10.1
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Severance
Agreement dated April 11, 2008, between the Company and James M.
Johnson.
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10.2
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Stock
Option Agreement dated as of April 11, 2008, between the Company
and James
M. Johnson.
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10.3
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Stock
Option Agreement dated as of April 11, 2008, between the Company
and Paul
S. Genova.
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10.4
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Stock
Option Agreement dated as of April 11, 2008, between the Company
and
Lawrence D. Henderson.
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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 17, 2008
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By:
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/s/
James M. Johnson
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James
M. Johnson
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Severance
Agreement dated April 11, 2008, between the Company and James M.
Johnson.
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10.2
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Stock
Option Agreement dated as of April 11, 2008, between the Company
and James
M. Johnson.
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10.3
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Stock
Option Agreement dated as of April 11, 2008, between the Company
and Paul
S. Genova.
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10.4
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Stock
Option Agreement dated as of April 11, 2008, between the Company
and
Lawrence D. Henderson.
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