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): October 19, 2006
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Wireless Telecom Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
001-11916 22-582295
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(Commission File Number) (IRS Employer Identification No.)
25 Eastmans Road
Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
(973) 386-9696
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(Registrant's Telephone Number, Including Area Code)
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(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):
|_| 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))
Item 4.01. Changes in Registrant's Certifying Accountant.
On October 19, 2006, the Board of Directors of Wireless Telecom Group,
Inc. (the "Company"), at the recommendation of the Audit Committee, unanimously
dismissed Lazar, Levine and Felix LLP ("LLF") as the Company's independent
registered public accounting firm, and retained Panell Kerr Foster ("PKF"),
subject to execution of a definitive engagement letter.
LLF had been the independent registered public accounting firm of the
Company since October, 1991. LLF reports on the Company's financial statements
for the years ended December 31, 2005 and 2004 did not contain an adverse
opinion or a disclaimer of opinion nor were such reports qualified or modified
as to uncertainty, audit scope or accounting principle. During the period from
the inception of the engagement through the October 19, 2006 termination of the
engagement, (i) the Company had no disagreements with LLF on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to LLF's satisfaction, would have
caused them to make reference to the subject matter of the disagreement in
connection with their reports on our financial statements for such years and
(ii) there were no reportable events pursuant to Item 304(a)(1)(v) of Regulation
S-K.
As part of its duties under the Audit Committee Charter, the Audit
Committee reviews the continued retention of the Company's independent
registered public accounting firm and recommends either continued retention or
change to the Board of Directors. During its current review, the Audit Committee
considered, among other things, that LLF has been the independent accountants
for the Company more than five years and the acquisition of Willtek
Communications GmbH, the Company's wholly owned subsidiary on July 1, 2005 which
has substantial operations in Germany, where PKF has offices, and decided to
recommend a change in the Company's independent registered public accounting
firm.
During the period that LLF had acted as the Company's independent
registered public accounting firm, the Company did not consult with PKF on
either application of accounting principles or type of audit opinion or any of
the other matters specified in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The Company has requested and received from LLF a letter, dated October
25, 2006, addressed to the Securities and Exchange Commission stating whether or
not LLF agrees with the above statements. A copy of the LLF letter is attached
as an exhibit to this Report.
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.
WIRELESS TELECOM GROUP, INC.
Date: October 25, 2006 By: /s/ Paul Genova
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Paul Genova
President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
16.1 Letter from Lazar, Levine and Felix LLP dated
October 25, 2006.