Current Report Filing (8-k)
03 July 2019 - 6:07AM
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):
|
June
27, 2019
|
Wireless
Telecom Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
New
Jersey
(State
or Other Jurisdiction of Incorporation)
001-11916
|
|
22-2582295
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
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25
Eastmans Road
Parsippany, New Jersey
|
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07054
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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(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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Title
of each class
|
|
Trading
Symbol
|
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Name
of each exchange on which registered
|
Common
Stock
|
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WTT
|
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NYSE
American
|
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
June 27, 2019, the Board of Directors of the Company appointed Joseph Manko, Jr. to fill the vacancy existing on the Board of
Directors for a term ending at the 2020 annual meeting of shareholders. The Company’s press release announcing this appointment
was issued on July 2, 2019, and a copy of that press release is filed as an exhibit to this Form 8-K.
Mr.
Manko is an experienced Board member and senior principal in Horton Capital Management LLC, the investment manager for Horton
Capital Partners Fund, LP, a significant shareholder in the Company. Mr. Manko has over 20 years of investment experience in the
asset management, investment banking, private equity and corporate securities markets. He previously served as a Partner and Chief
Executive Officer of Switzerland-based BZ Fund Management Limited, where he was responsible for corporate finance, private equity
investments, three public equity funds and the firm’s Special Situations and Event-Driven strategies. Prior to that, Mr.
Manko was a Managing Director at Deutsche Bank in London and a Vice President at Merrill Lynch in Hong Kong. He began his career
as a corporate finance attorney at Skadden Arps.
There
are no arrangements or understandings between Mr. Manko and any other person pursuant to which Mr. Manko was appointed as a director.
The Board of Directors has affirmatively determined that Mr. Manko qualifies as an “independent director” under the
rules of the New York Stock Exchange and the Company’s independence standards. Mr. Manko will receive cash compensation
as is payable to other non-employee directors of the Company (pro rata for his term of service on the Board) and a grant of 22,917
restricted stock units on the same terms and conditions granted to the other non-employee directors of the Company.
Item
9.01 Financial Statements and Exhibits
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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|
|
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Date:
July 2, 2019
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By:
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/s/
Michael J Kandell
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Michael
J Kandell
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|
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Chief
Financial Officer and Corporate Secretary
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