Wireless Telecom Group Inc – ‘S-4/A’ on 6/13/00 – EX-99

On:  Tuesday, 6/13/00, at 5:25pm ET   ·   Accession #:  950117-0-1435   ·   File #:  333-35980

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Wireless Telecom Group, Inc. S-4 Am #1               154    857K 
 2: EX-5        Exhibit 5.1                                            1      8K 
 3: EX-8        Exhibit 8.1                                            2     11K 
 4: EX-23       Exhibit 23.1                                           1      6K 
 5: EX-23       Exhibit 23.2                                           1      6K 
 6: EX-99       Exhibit 99.1                                           1      7K 

EX-99   —   Exhibit 99.1

EX-99
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                                                                    EXHIBIT 99.1

FORM OF PROXY 

BOONTON ELECTRONICS CORPORATION 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD 
PROMPTLY USING THE ENCLOSED ENVELOPE

The undersigned, revoking all prior proxies, hereby appoints Ronald T. DeBlis   
and Otto H. York, or either of them, with full power of substitution, as the    
undersigned's proxies to vote all the shares of common stock of Boonton         
Electronics Corporation held of record by the undersigned on May 12, 2000, at   
the Special Meeting of Stockholders of Boonton to be held on July 6, 2000 and at
any adjournment or postponement thereof.                                        

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE     
VOTED FOR PROPOSAL 1.                                                           

Proposal 1: Approval of the Agreement and Plan of Reorganization dated as of    
         March 2, 2000, as amended, among Boonton, Wireless Telecom Group,
     Inc., WTT Acquisition Corp. and the principal stockholders of
        Boonton named therein whereby Boonton will become a wholly owned
subsidiary of Wireless.                                 

          FOR [ ]    AGAINST [ ]    ABSTAIN[ ]

Proposal 2: IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH   
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. 

You are urged to sign and return this proxy so that you may be sure that your   
shares will be voted.                                                           

                                          Dated: _________________________, 2000

                                          --------------------------------------
                                          SIGNATURE OF STOCKHOLDER

                                          --------------------------------------
                                          SIGNATURE OF STOCKHOLDER
                                         (IF HELD JOINTLY)

Please sign exactly as your name appears hereon, date and return promptly. When 
shares are held by joint tenants, both should sign. Executors, administrators,  
trustees and other fiduciaries should indicate their capacity when signing. If a
corporation or other entity, please sign in full entity name by an authorized   
officer.                                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing		Date		Other Filings
		7/6/00
Filed on:		6/13/00
		5/12/00		10-Q
		3/2/00		8-K
				List all Filings