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    SEC Form S-8 POS filed by Wireless Telecom Group Inc.

    8/4/23 9:25:04 AM ET
    $WTT
    Telecommunications Equipment
    Telecommunications
    Get the next $WTT alert in real time by email
    S-8 POS 1 forms-8pos.htm

     

    As filed with the Securities and Exchange Commission on August 4, 2023

     

    Registration No. 333-04893

    Registration No. 333-59856

    Registration No. 333-182819

    Registration No. 333-197578

    Registration No. 333-257894

     

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-04893

    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-59856

    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-182819

    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-197578

    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-257894

     

    UNDER THE SECURITIES ACT OF 1933

     

     

    WIRELESS TELECOM GROUP, INC.

    (Exact name of registrant as specified in its charter)

     

     

    New Jersey   22-2582295

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification Number)

     

     

    25 Eastmans Road

    Parsippany, NJ 07054

    (Address, including zip code, of Registrant’s principal executive offices)

     

     

    1995 Stock Option Plan

    2000 Stock Option Plan

    Amended and Restated 2012 Incentive Compensation Plan

    2021 Long-Term Incentive Plan

    (Full titles of the plans)

     

    Michael Kandell

    Chief Financial Officer

    Wireless Telecom Group, Inc.

    25 Eastmans Road

    Parsippany, NJ 07054

    (973) 386-9696

    (Name, address and telephone number, including area code, of agent for service)

     

    With copies to:

    Victoria R. Westerhaus, Esq.

    Tara Newell, Esq.

    Aaron Lang, Esq.

    Bryan Cave Leighton Paisner LLP

    1200 Main Street, Suite 3800

    Kansas City, MO 64105

    Tel: (816) 374-3200

     

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer ☐   Accelerated filer ☐
    Non-accelerated filer ☐   Smaller reporting company ☒
          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 7(a)(2)(B) of the Securities Act. ☐

     

     

     

     
     

     

    DEREGISTRATION OF UNSOLD SECURITIES

     

    These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the “Registration Statements”) of Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”), and are being filed to deregister any and all securities that remain unsold or otherwise unissued under such Registration Statements:

     

      ● Registration Statement on Form S-8 (No. 333-04893), pertaining to the registration of 1,750,000 shares of common stock of the Company, par value $0.01 per share (the “Shares”) under the Company’s 1995 Stock Option Plan;
      ● Registration Statement on Form S-8 (No. 333-59856), pertaining to the registration of 1,500,000 Shares under the Company’s 2000 Stock Option Plan;
      ● Registration Statement on Form S-8 (No. 333-182819), pertaining to the registration of 2,000,000 Shares under the Company’s Amended and Restated 2012 Incentive Compensation Plan;
      ● Registration Statement on Form S-8 (No. 333-197578), pertaining to the registration of 1,658,045 Shares under the Company’s Amended and Restated 2012 Incentive Compensation Plan; and
      ● Registration Statement on Form S-8 (No. 333-257894), pertaining to the registration of 1,500,000 Shares under the Company’s 2021 Long-Term Incentive Plan;

     

    On May 24, 2023, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Maury Microwave, Inc., a Delaware corporation (“Maury”), and Troy Merger Sub, Inc., a New Jersey corporation wholly-owned by Maury (“Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, on August 4, 2023, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Maury.

     

    As a result of the Merger, any and all offerings of securities registered pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offering, the Company, hereby removes from registration all securities registered under the Registration Statements that remain unsold or otherwise unissued as of the date hereof.

     

     
     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey, on this 4th day of August, 2023.

     

    WIRELESS TELECOM GROUP, INC.  
         
    By: /s/ Michael Kandell  
    Name: Michael Kandell  
    Title: Chief Financial Officer  

     

    Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments have been signed by the following persons in the capacities and on the date indicated.

     

    Name   Title   Date
             
      Chairman of the Board  
    Scott Gibson        
             
    /s/ Timothy Whelan   Director and Chief Executive Officer   August 4, 2023
    Timothy Whelan        
             
    /s/ Michael Kandell   Chief Financial Officer   August 4, 2023
    Michael Kandell        
             
    /s/ Michael Millegan   Director   August 4, 2023
    Michael Millegan        
             
    /s/ Allan D.L. Weinstein   Director   August 4, 2023
    Allan D.L. Weinstein        
             
    /s/ Jennifer Fritzsche   Director   August 4, 2023
    Jennifer Fritzsche        
             
    /s/ Alan Bazaar   Director   August 4, 2023
    Alan Bazaar        

     

     

     

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