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): NOVEMBER 10, 2005 (NOVEMBER 9, 2005) --------------------------------------------------------- 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 -------------------------------------------------------------------------------- (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): [ ] 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. ---------------------------------------------- (a) The following information, including the Exhibit attached hereto, is being furnished pursuant to this Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. On November 9, 2005, Wireless Telecom Group, Inc. issued a press release discussing its financial results for its third fiscal quarter and the nine months ended September 30, 2005. A copy of the press release is furnished as Exhibit 99.1 to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (c) Exhibits. --------- Exhibit No. Description ----------- ----------- 99.1 Press Release of Wireless Telecom Group, Inc., dated November 9, 2005. 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: November 10, 2005 By: /s/ Paul Genova ---------------------------- Paul Genova President and Chief Financial Officer EXHIBIT INDEX -------------- Exhibit No. Description ----------- ----------- 99.1 Press Release of Wireless Telecom Group, Inc., dated November 9, 2005.