ITEM 1. BUSINESS
Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"), develops, manufactures and markets a wide variety of electronic noise sources, and in addition, until March 11, 1999, test instruments for the wireless telecommunication industry. The Company's products have historically been primarily used to test the performance and capability of cellular/PCS and satellite communications systems. Other applications include radio, radar, wireless local area network (WLAN) and digital television. On March 11, 1999, the Company consummated the sale of its wireless and satellite test equipment business ("Wireless Test Equipment Business"). See "Sale of Division".
MARKET
Since the Company's incorporation in the State of New Jersey in 1985, it has been primarily engaged in supplying noise source products to various customers. In 1993, the Company expanded its product line to include test equipment designed specifically for use by commercial customers in wireless communications, and, as stated above, disposed of such business on March 11, 1999. Approximately 82% of the Company's sales in fiscal 1999 were derived from commercial applications. The remaining sales (approximately 18%) were comprised of sales made to the United States government (particularly the armed forces) and prime defense contractors.
PRODUCTS
Noise source products are primarily used as a method of testing to determine if sophisticated communications systems are capable of receiving the information being transmitted. The widest application for the Company's noise source products are as a reference standard in test instruments which measure unwanted noise and interference in devices and components utilized in communications equipment. This is accomplished by comparing a noise source with known characteristics to the unwanted noise found in the communications system being tested. By generating a random noise signal, in combination with a live transmission signal, a noise generator simulates real world signals and allows the manufacturer to determine if its product is performing to specifications. Noise source testing is often more cost-efficient, faster and more accurate than alternative conventional methods using signal generators.
Coupled with other electronic devices, noise generators are also an effective means of jamming, blocking and disturbing enemy radar and other communications, as well as insulating and protecting friendly communications. In the jamming mode, the Company's noise source products block out or disrupt unwanted radar and radio transmissions generally without being detected.
The Company's noise source products are used in radar systems as part of built-in test equipment to continuously monitor the radar receiver and in satellite communications where the use of back-up receivers are becoming more common as the demand for communication availability and reliability is increasing. Testing by the Company's noise source products assures that the back-up receiver is always functional and ready should the communication using the first receiver fail. The Company's noise source products can test satellite communication receivers for video, telephone and data communications.
The Company's products come in various sizes, styles and models with varying degrees of capabilities and can be customized to meet particular customer requirements. They may be incorporated directly into the electronic equipment concerned or may be stand alone components or devices that are connected to, or used in conjunction with, such equipment operating from an external site, in the factory or in the field. The Company's noise source products range from relatively simple items with no control mechanisms or auxiliary components to complex, automated components containing computerized or microprocessor based controls. Prices of noise source devices range from approximately $200 to $50,000 per unit, with most sales occurring
between $700 and $2,500 per unit.
The Company's products have extended useful lives but are generally recalibrated every year to ensure their accuracy. The Company provides recalibration services for a fee to its domestic and international customers and also calibrates test equipment manufactured by others. Although such services accounted for less than 5% of fiscal 1999 sales, the Company feels this area will continue to grow as more products are sold into the global marketplace.
SALE OF DIVISION
On March 11, 1999 the Company consummated the sale of all of its Wireless Test Equipment Business to Telecom Analysis Systems, Inc., a New Jersey corporation ("TAS"), for a purchase price of approximately $19 million pursuant to an Asset Purchase Agreement, dated January 7, 1999, between the Company and TAS (the "Asset Purchase Agreement"). Also, pursuant to the Asset Purchase Agreement, the Company purchased TAS' products relating to single-function noise generation (the "Noise Assets"), and the Company and TAS entered into non-competition agreements with the businesses associated with the respective products purchased by each. In consideration for TAS' sale of the Noise Assets and TAS' entering into a non-compete agreement with the Company, the Company paid $2.5 million to TAS.
MARKETING AND SALES
As of March 15, 2000, the Company's in-house marketing and sales force currently consists of two individuals. The Company attempts to promote the sale of its products to customers and manufacturers' representatives through its product literature, publication of articles, presentations at technical conferences, direct mailings, trade advertisements and trade show exhibitions. The Company believes that extensive advertising is a major factor in generating in-house sales.
The Company's products are sold globally through its in-house sales people and by over thirty non-exclusive manufacturers' representatives. Generally, manufacturers' representatives do not stock inventories of the Company's products. Manufacturers' representatives accounted for an aggregate of 49% and 42% of the Company's sales for the years ended December 31, 1999 and 1998, respectively. For the years ended December 31, 1999 and 1998, one of the Company's representatives accounted for approximately 20% and 7% of sales, respectively. The Company does not believe that, although there can be no assurance, the loss of any or all of its representatives would have a material adverse affect on its business.
The Company's relationship with its representatives is usually governed by written contracts that run for one year renewable periods terminable by either party on 60 days prior notice. The contracts generally provide for exclusive territorial and product representation, and prohibit the handling of competing products. The Company continually reviews and assesses the performance of its representatives and makes changes from time to time based on such assessments.
The Company believes that educating its existing and potential customers as to the advantages and applications of its products is a vital factor in its continued success as is its commitment to rapid product introductions and timely revisions to existing products. Management believes that its products offer state-of-the-art performance combined with outstanding customer and technical support. The Company has always placed great emphasis on designing its products to be user-friendly.
CUSTOMERS
Since its inception in 1985, the Company has sold its products to more than 1,000 customers. The Company currently sells the majority of its products to various commercial users in the communications industry. Other sales are made to large defense contractors which incorporate the Company's products into their products for sale to the U.S. and foreign governments, multi-national concerns and Fortune 500 companies. In fiscal 1999, approximately 82% of sales were derived from commercial applications. The remaining sales were comprised of government and military applications.
For fiscal 1999, no one customer accounted for more than 10% of total sales. The Company's largest customers vary from year to year. Accordingly, while the complete loss of any large customer or substantial reduction of sales to such customers could have a material adverse effect on the Company, the Company has experienced shifts in sales patterns with such large companies in the past without any material adverse effect. There can be no assurance, however, that the Company will not experience future shifts in sales patterns not having a material adverse effect on its business.
Export sales, including sales of discontinued operations, for fiscal 1999 were $2,529,000, or approximately 30% of total sales. These sales were made predominantly to customers in Asia ($1,366,000 or 16%) and Europe ($884,000 or 11%). In February 1996, the Company established a Foreign Sales Corporation (FSC). The Company receives a federal tax deduction for a portion of its export profits. See Note 5 of Notes to the Financial Statements.
RESEARCH AND DEVELOPMENT
The Company currently maintains an engineering staff (six individuals as of March 15, 2000) whose duties include the improvement of existing products, modification of products to meet customer needs and the engineering, research and development of new products and applications. Expenses for research and development involve engineering for improvements and development of new products for commercial markets. Such expenditures include the cost of engineering services and engineering-support personnel and were $581,000 and $2,348,000 for the years ended December 31, 1999 and 1998, respectively. See Note 1 of Notes to the Financial Statements.
Research and development expenditures for fiscal 1999 have decreased from fiscal 1998 levels due to the sale of the Wireless Test Equipment Business. Notwithstanding, the Company continues to consider its research and development efforts to be vital to its future business expansion and success.
COMPETITION
The Company competes against many companies which utilize similar technology to that of the Company, some which are larger and have substantially greater resources and expertise in financial, technical and marketing areas than the Company, including Hewlett Packard and Agilent Technologies.
The Company designs its products with special attention to making them user-friendly, and constantly re-evaluates its products for the purpose of enhancing and improving them. The Company believes that these efforts, along with its willingness to adapt its products to the particular needs of its customers and its intensive efforts in customer and technical support, are factors that add to the competitiveness of its products.
BACKLOG
The Company's backlog of firm orders was approximately $1,100,000 at December 31, 1999, compared to $1,600,000 at December 31, 1998. It is anticipated that all of the backlog orders will be filled during the current year. The stated backlog is not necessarily indicative of Company sales for any future period nor is a backlog any assurance that the Company will realize a profit from the orders.
INVENTORY, SUPPLIES AND MANUFACTURING
The Company purchases components, devices and subassemblies from a wide variety of sources. For example, its noise source diodes, a key component in all of its noise source products, are made by third parties in accordance with the Company's designs and specifications. The Company's inventory policy stresses maintaining substantial raw materials in order to lessen its dependency on third party suppliers and to improve its capacity to facilitate production. However, shortages or delays of supplies may, in the future, have a material adverse impact on the Company's operations. No third party supplier accounted for more than 10% of the Company's total inventory purchases for fiscal 1999. See "-Marketing and Sales."
The Company is not party to any formal written contract regarding the deliveries of its supplies and components. It generally purchases such items pursuant to written purchase orders of both the individual and blanket variety. Blanket purchase orders usually cover the purchase of a larger amount of items at fixed prices for delivery and payment on specific dates. See "-Marketing and Sales."
The Company does not manufacture nor assemble its products on a continuous mass-production basis. Instead, small lot production techniques are used. Testing of products is generally accomplished at the end of the manufacturing process and is performed in-house as are all quality control processes. The Company utilizes modern equipment for the design, engineering, manufacture, assembly and testing of its products. See "-Marketing and Sales."
WARRANTY AND SERVICE
The Company provides one-year warranties on all of its products covering both parts and labor. The Company, at its option, repairs or replaces products that are defective during the warranty period if the proper preventive maintenance procedures have been followed by its customers. Repairs that are necessitated by misuse of such products or are required outside the warranty period are not covered by the Company's warranty.
In cases of defective products, the customer typically returns them to the Company's facility. The Company's service personnel replace or repair the defective items and ship them back to the customer. Generally, all servicing is done at the Company's plant, and it charges its customers a fee for those service items that are not covered by warranty. The Company usually does not offer its customers any formal written service contracts.
PRODUCT LIABILITY COVERAGE
The testing of electronic communications equipment and the accurate transmission of information entail a risk of product liability by customers and others. Claims may be asserted against the Company by end-users of any of the Company's products. The Company has maintained product liability insurance coverage since August 1991. To date, the Company has not received or encountered any formal claims for liability due to a defective or malfunctioning device made by it. However, it is possible that the Company may be subject to such claims in the future and corresponding litigation should one or more of its products fail to perform or meet certain minimum specifications.
INTELLECTUAL PROPERTY
Proprietary information and know-how are important to the Company's commercial success. The Company holds no patents nor owns any trademarks. There can be no assurance that others will not either develop independently the same or similar information or obtain and use proprietary information of the Company. Certain key employees have signed confidentiality and non-competition agreements regarding the Company's proprietary information.
The Company believes that its products do not infringe the proprietary rights of third parties. There can be no assurance, however, that third parties will not assert infringement claims in the future.
EMPLOYEES
As of March 15, 2000, the Company had 28 full-time employees, including its officers, 14 of whom are engaged in manufacturing and repair services, 6 in administration and financial control, 6 in engineering and research and development, and 2 in marketing and sales.
None of its employees are covered by a collective bargaining agreement or are represented by a labor union. The Company considers its relationship with its employees to be satisfactory.
The design and manufacture of the Company's products require substantial technical capabilities in many disparate disciplines, from mechanics and computer science to electronics and mathematics. While the Company believes that the capability and experience of its technical employees compares favorably with other similar manufacturers, there can be no assurance that it can retain existing employees or attract and hire the highly capable technical employees it may need in the future on terms deemed favorable to the Company.
ITEM 2.
ITEM 2. PROPERTIES
The Company leases a 25,000 square foot facility located in Paramus, New Jersey which is currently being used as its principal corporate headquarters and manufacturing plant. The Company also owns a 44,000 square foot facility located in Mahwah, New Jersey. In connection with the sale of the Wireless Test Equipment Business to TAS in March 1999, the Company subleased 40% of the Mahwah premises (excluding the warehouse area of the leased premises) to TAS for a period of twelve months. Such lease will terminate as of March 31, 2000. Also, in 1998, the Company leased a 600 square foot facility in San Diego, California but has since terminated this lease. See Notes 3 and 8 of Notes to the Financial Statements.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On March 15, 1999, a complaint was filed in the Superior Court of the State of California for the County of Orange. The action was brought by Mr. David Day, an individual; David Day d/b/a Day Test & Measurements and Day Test & Measurements, as plaintiffs against Noise Com, Inc., a New Jersey corporation; Wireless Telecom Group, Inc., a New Jersey corporation; Telecom Analysis Systems, Inc., Bowthorpe PLC and Does 1 through 100, inclusive, as defendants. The action sets forth several causes of action, including breach of contract and fraud relating to an alleged failure of the defendants to pay full commissions allegedly owed to the plaintiff. The plaintiffs allege damages in excess of $1 million from each of the defendants. The Company believes that the damages that might be awarded to the plaintiffs in connection with this matter would not have a material adverse effect on the Company's business, financial condition or results of operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Company has traded on the American Stock Exchange under the name Wireless Telecom Group, Inc. (Symbol: WTT) since September 12, 1994. The following table sets forth the high and low sales prices of the Company's Common Stock for the periods indicated as reported on the American Stock Exchange.
On March 15, 2000 the Company had approximately 438 stockholders of record.
The Company declared quarterly dividends from June 1999 until March 1998. The table below details quarterly dividends declared for the past two years. On May 15, 1998, the Company ceased paying a quarterly dividend.
Quarterly Dividends/Share of Common Stock
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below as of December 31, 1999, 1998, 1997, 1996 and 1995 were derived from the Company's financial statements after restatement for discontinued operations accounting (See Note 1 of Notes to Financial Statements). The information set forth below is qualified in its entirety by reference to, and should be read in conjunction with, the financial statements and related notes contained elsewhere in this Form 10-K.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which the Company's management believes is relevant to an assessment and understanding of the Company's results of operations and financial condition. This information is presented after restatement for discontinued operations accounting (See Note 1 of Notes of Financial Statements). This discussion should be read in conjunction with the financial statements and notes thereto included elsewhere herein.
This report contains forward-looking statements and information that is based on management's beliefs and assumptions, as well as information currently available to management. When used in this document, the words "anticipate," "estimate," "expect," "intend," and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on the Company's operating results are fluctuations in the global economy, the degree and nature of competition, the risk of delay in product development and release dates and acceptance of, and demand for, the Company's products.
RESULTS OF CONTINUING OPERATIONS YEAR ENDED DECEMBER 31, 1999 COMPARED TO 1998
Net sales for the year ended December 31, 1999 were $6,848,557 as compared to $6,834,815 for 1998, an increase of $13,742 or .2%.
The Company's gross profit on net sales for the year ended December 31, 1999 was $4,827,232 or 70.5% as compared to $4,082,377 or 59.7% as reported in the previous year. The Company can experience variations in gross profit based upon the mix of product sales as well as variations due to revenue volume and economies of scale. The Company continues to rigidly monitor costs associated with material acquisition, manufacturing and production.
Operating expenses for the year ended December 31, 1999 were $2,384,782 or 34.8% of net sales as compared to $2,701,676 or 39.5% of net sales for the year ended December 31, 1998. For the year ended December 31, 1999 as compared to the prior year, operating expenses decreased in dollars by $316,894. This decrease is attributable to a reduction in research and development expense as well as a decrease in bad debt expense. The decrease in these and other expenses relate to the sale of the Wireless Test Equipment Business in March, 1999. (see Note 1 of Notes of Financial Statements).
Interest, dividend and other income increased by $836,165 for the year ended December 31, 1999. The increase was due to a larger average investment balance in 1999 resulting primarily from the proceeds from the sale of the Wireless Test Equipment Business.
Net income from continuing operations increased to $2,422,793 or $.14 per share on a diluted basis, for the year ended December 31, 1999 as compared to $1,455,605 or $.08 per share on a diluted basis, for the year ended December 31, 1998. The explanation of this increase can be derived from the operational analysis provided above.
RESULTS OF CONTINUING OPERATIONS YEAR ENDED DECEMBER 31, 1998 COMPARED TO 1997
Net sales for the year ended December 31, 1998 were $6,834,815 as compared to $6,762,833 for 1997, an increase of $71,982 or 1.1%.
The Company's gross profit on net sales for the year ended December 31, 1998 was $4,082,377 or 59.7% as compared to $4,122,444 or 60.9% as reported in the previous year. Variations in gross profit are attributed to an increase in labor costs due to the hiring of additional personnel to support the Company's expanding product line and other associated costs such as factory maintenance and depreciation due to its expanding work force and larger facility. In addition, the Company can experience variations in gross profit based upon the mix of product sales as well as variations due to revenue volume and economies of scale. The Company continues to rigidly monitor costs associated with material acquisition, manufacturing and production.
Operating expenses for the year ended December 31, 1998 were $2,701,676 or 39.5% of net sales as compared to $2,176,472 or 32.2% of net sales for the year ended December 31, 1997. For the year ended December 31, 1998 as compared to the prior year, operating expenses increased in dollars by $525,204. This increase is attributable to greater advertising, promotional and selling expenses incurred to generate sales and to expand customer awareness of the Company's products. Additional personnel, wage increases and bonuses, and rent expenses for the Company's larger facility were also a factor.
Interest, dividend and other income increased by $297,746 for the year ended December 31, 1998. The increase was due to a larger average investment balance in 1998.
Net income from continuing operations increased to $1,455,605 or $.08 per share on a diluted basis, for the year ended December 31, 1998 as compared to $1,307,620 or $.07 per share on a diluted basis, for the year ended December 31, 1997. The explanation of this increase can be derived from the operational analysis provided above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital has increased by $2,697,212 to $24,775,641 at December 31, 1999, from $22,078,429 at December 31, 1998. At December 31, 1999, the Company had a current ratio of 19.9 to 1, and a ratio of debt to net worth of .17 to 1. At December 31, 1998, the Company had a current ratio of 24.3 to 1, and a ratio of debt to net worth of less than .1 to 1.
Net cash provided from operations has allowed the Company to meet its liquidity requirements, research and development activities and capital expenditures. Operating activities provided $2,594,885 in cash for the year ending December 31, 1999 compared to $3,213,069 and $4,556,733 in cash flows for the years ending December 31, 1998 and 1997, respectively. Cash provided by operations was primarily due to net income, decreases in accounts receivable and increases in accounts payable, accrued expenses and income taxes payable.
The Company has historically been able to turn over its accounts receivable approximately every two months. This average collection period has been sufficient to provide the working capital and liquidity necessary to operate the Company.
Due to the sale of the Wireless Test Equipment Business line, the volume of items and accordingly the total dollar value of inventory has decreased. Inventory is being monitored to balance anticipated production requirements while maintaining manageable levels of goods on hand.
Net cash provided from investing activities for 1999 amounted to $11,515,921 as opposed to net cash used for investing activities of $1,059,403 and $1,733,068 for the years ending December 31, 1998 and 1997, respectively. From 1997 to 1998, capital expenditures for the new leased facilities in Mahwah were the primary use of funds. For 1999, the sale of the Wireless Test Equipment Business was the primary source of cash provided.
Net cash used for financing activities was $1,003,026, $668,567 and $3,316,168 for the years ending December 31, 1999, 1998 and 1997, respectively. For 1999, the principal use of cash was for the acquisition of treasury stock. The payment of quarterly cash dividends was the primary use of these funds in 1998 and 1997. The Company also reacquired 20,000 shares of its common stock in the open market during the second quarter of 1997. These cash outlays were partially offset by proceeds from the exercise of stock options in 1998 and 1997.
On January 26, 1998, the Company announced the declaration of a quarterly cash dividend of $.05 per share to shareholders of record on March 23, 1998. This cash dividend aggregated $877,545 and was paid on March 31, 1998. On May 15, 1998 the Company ceased paying a quarterly cash dividend.
For details of dividends paid in the years ended December 31, 1998 and 1997 refer to Item 5. The Company does not currently anticipate paying cash dividends.
The Company believes that its financial resources from working capital provided by operations are adequate to meet its current needs.
IMPACT OF THE YEAR 2000 ISSUE
Prior to January 1, 2000 the Company assessed its information technology ("IT") and non-IT computer systems and operations to identify and determine the extent to which any such systems would be susceptible to potential malfunctions as a result of the Year 2000 ("Y2K") problem. The Y2K problem arose because many existing computer programs use only the last two digits to refer to a particular year, rather than four. Therefore, these computer programs do not properly recognize a year that begins with "20" instead of the familiar "19". Any of the Company's systems utilizing such last two-digit system to refer to a particular year may not recognize the year 2000; but rather, assume the year to be 1900. This could potentially result in major system failures or miscalculations, causing disruption of operations, including, but not limited to, a temporary inability to process transactions, billing and customer service or to engage in normal business activities.
The Company upgraded its computer systems and operations to ensure that all such systems are Y2K compliant. The Company estimates that it incurred aggregate costs of $60,000 for such upgrade. Such costs came from the Company's general working capital funds.
In addition to assessing its own computer systems and operations, the Company conducted an external review of its vendors and suppliers. The Company does not believe that its relationship with any one vendor or supplier is material to the extent that such party's Y2K noncompliance would have a material adverse effect on the Company's business and operations. Notwithstanding, the Company may experience problems to the extent that a large number of its suppliers or vendors are not Y2K compliant, and there can be no assurance that such problems will not have a material adverse effect on the Company.
The Company believes, although there can be no assurance, that its computer systems and operations are fully Y2K compliant. The Company does not currently have any contingency plans in the event such systems and operations are not, and there can be no assurance that any effective contingency plans will be developed or implemented. To date, in the year 2000, the Company has not experienced any internal or external Y2K problems.
INFLATION AND SEASONALITY
The Company does not anticipate that inflation will significantly impact its business nor does it believe that its business is seasonal.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted in a separate section of this report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The current directors and executive officers of the Company are as follows:
All directors hold office until the next annual meeting of shareholders or until their successors are elected and qualify. Executive officers hold office until their successors are chosen and qualify, subject to earlier removal by the Board of Directors.
Set forth below is a biographical description of each director and executive officer of the Company based on information supplied by each of them.
Edward Garcia has served as Chairman of the Board, Chief Executive Officer and President of the Company since January 1999. Prior to becoming Chairman of the Board, Chief Executive Officer and President, Mr. Garcia had served as Vice President of Operations since October 1995 and Executive Vice President and Chief Operating Officer since August 1996. Mr. Garcia joined the Company in 1990 and has served in various positions, including sales manager and Chief Engineer.
Henry L. Bachman became a director of the Company in January 1999 and has a 48 year career in the electronics industry. From 1951 to 1996, Mr. Bachman served as Vice President of Hazeltine, a subsidiary of Marconi Aerospace Systems Inc., Advanced Systems Division, on a full-time basis and currently provides consulting services to them on a part-time basis. Mr. Bachman was President of The Institute of Electrical and Electronics Engineers (IEEE). Mr. Bachman has a Bachelor's degree and MS degree from Polytechnic University as well as completed the Advanced Management Program at Harvard Sloan School of Management.
John Wilchek became a director of the Company in May 1993. He was the founder, President, CEO and Chairman of Zenith Knitting Mills until his retirement in 1991.
Demir Richard Eden, became a director of the Company in May 1993 and served as President of the Company from October 1998 to January 1999. Mr. Eden has also served as President, CEO and the Chairman of Intra Computer, Inc., a manufacturing and engineering consulting company, since its founding in 1979. Mr. Eden has a Master of Science degree in Electronics and Business Administration from Istanbul Technical University as well as an MS in Computer Science from New York Polytechnic University.
Franklin H. Blecher, Ph.D. became a director of the Company in November 1994. In a distinguished thirty-seven year career with AT&T Bell Laboratories, Dr. Blecher held several significant positions including Executive Director of the Technical Information Systems Division from 1987 to 1989 and Executive Director of the Integrated Circuit Design Division from 1982 to 1987 and previously Director of the Mobile Communications Laboratory. Dr. Blecher has made significant contributions in the area of transistor design for computer applications. He has also developed widely used telephone and cellular transmission systems. His laboratory's work in the cellular field was used by the FCC to establish standards for commercial cellular systems. Dr. Blecher received his Ph.D. from New York Polytechnic University where he is presently a member of the Corporate Board and is Past Chairman of the Engineering Foundation.
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ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 1999, 1998 and 1997, the annual and long-term compensation for the Company's chief executive officer and its most highly compensated executive officers whose annual compensation exceeded $100,000 for the fiscal year ended December 31, 1999 (the "named executive officers").
SUMMARY COMPENSATION TABLE
OPTION GRANTS IN FISCAL YEAR 1999
AGGREGATE OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 1999 AND OPTION VALUES
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's Common Stock owned as of March 15, 2000 by (i) each person who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and named executive officer, and (iii) all officers and directors as a group. Except as otherwise set forth below, the address of each such person is c/o Wireless Telecom Group, Inc., E. 64 Midland Avenue, Paramus, New Jersey, 07652.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
S I G N A T U R E S
Pursuant to the requirements of Section 13 or 15(d) 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: March 27, 2000 By: /s/ Edward Garcia ------------------------------------- Edward Garcia, Chairman of the Board, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- WIRELESS TELECOM GROUP, INC.
F - 1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors Wireless Telecom Group, Inc. Paramus, New Jersey
We have audited the accompanying consolidated financial statements of Wireless Telecom Group, Inc. as listed in the index under item 14