FRANKLIN ELECTRONIC PUBLISHERS INC
8-K, 1999-05-10
OFFICE MACHINES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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) May 5, 1999

                  FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                  Pennsylvania
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)

             0-14841                                   22-2476703
             -------                                   ----------
   (Commission File Number)               (IRS Employer Identification Number)

              One Franklin Plaza, Burlington, New Jersey 08016-4907
              -----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (609) 386-2500


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<PAGE>

ITEM 5 OTHER EVENTS

      Franklin Electronic Publishers, Incorporated (the "Registrant") announced
on May 5, 1999 that its Chief Financial Officer, John G. Day, left the
Registrant by mutual agreement. Arnold D. Levitt was appointed to the posts of
Interim Chief Financial Officer and Treasurer of the Registrant.


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<PAGE>

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c) Exhibits:

            1.    Franklin Electronic Publishers, Incorporated Press Release,
                  dated May 5, 1999.


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<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    FRANKLIN ELECTRONIC PUBLISHERS, INC.


                                    By   /s/ Gregory J. Winsky
                                      -------------------------------------
                                      Name:  Gregory J. Winsky
                                      Title: Senior Vice President

Date: May 10, 1999


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                                    EXHIBIT 1

                  FRANKLIN ANNOUNCES CFO JOHN G. DAY TO DEPART

      Arnold D. Levitt Named Interim Chief Financial Officer and Treasurer

BURLINGTON, N.J., May 5, 1999 -- Franklin Electronic Publishers, Inc. (NYSE:
FEP) today announced that its Chief Financial Officer John G. Day is leaving the
Company and that Arnold D. Levitt has been named Interim Chief Financial Officer
and Treasurer of the Company.

Mr. Levitt has been engaged in consulting as a chief financial officer or senior
business advisor for companies in a variety of industries since 1996. Prior to
these consulting engagements, Mr. Levitt was Executive Vice President and Chief
Operating Officer of Wico Gaming Supply Corp. Mr. Levitt has owned or was
employed as a chief financial officer of a number of companies and also worked
in public accounting.

Franklin Electronic Publishers, Inc. (NYSE: FEP), the exclusive source for
REX(R) PC-Card organizer products, is the worldwide market leader in handheld
electronic books, including the popular BOOKMAN(R) series. The Company is also
the exclusive producer and distributor of ROLODEX(R) Electronics brand personal
information management products. Franklin has sold more than 20,000,000
electronic books and currently publishes more than 200 titles, including
dictionaries and bilingual dictionaries; encyclopedias; Bibles; entertainment
titles; education and tutorial publications; and medical reference works.
Franklin products, available in sixteen languages, are sold in 45,000 retail
outlets worldwide and through catalogs and the Internet. More information about
Franklin can be found at http://www.franklin.com. The Company has sales and
distribution subsidiaries in the United Kingdom, France, Germany, the Benelux
countries, Canada, Australia, Mexico, Singapore and South Africa, and production
management offices in Tokyo and Hong Kong.

ROLODEX(R) is a registered trademark of Sterling Plastics Co., a subsidiary of
Newell Co. Rocket eBook is a trademark of NuvoMedia, Inc. Other products and
company names herein may be trademarks of their respective owners.

Except for the historical information contained herein, the matters discussed
throughout this release, including, but not limited to, those that are stated as
Franklin's belief or expectation or preceded by the word "should" are forward
looking statements that involve risks to and uncertainties in Franklin's
business, including, among other things, the timely availability and acceptance
of new electronic reference products, organizers, and computer companion
products, changes in technology, the impact of competitive electronic products,
the management of inventories, Franklin's dependence on third party component
suppliers and manufacturers, including those that provide Franklin-specific
parts, and other risks and uncertainties that may be detailed from time to time
in Franklin's reports filed with the Securities and Exchange Commission.


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