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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-11616
FRANKLIN TELECOMMUNICATIONS CORP.
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(Exact Name of Registrant as Specified in its Charter
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California 95-3733534
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
733 Lakefield Road, Westlake Village, California 91361
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (805) 373-8688
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
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Common stock, American Stock Exchange
without par value
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at September 13, 1999 was $78,391,304 based on the closing sale price
on such date of $3.69.
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date:
TITLE OF EACH CLASS OF COMMON STOCK OUTSTANDING AT SEPTEMBER 13, 1999
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Common Stock, no par value 26,959,149
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Part IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Exhibits
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Amendment to Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
FRANKLIN TELECOMMUNICATIONS CORP.
By /s/ FRANK W. PETERS
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Frank W. Peters
Chief Executive Officer
Dated: October 15, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment to Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
(1) Principal Executive Officer
/s/ FRANK W. PETERS Chief Executive Officer and a October 15, 1999
-------------------- Director
Frank W. Peters
(2) Principal Financial and Accounting Officer
/s/ THOMAS RUSSELL Chief Financial Officer and a October 15, 1999
------------------- Director
Thomas Russell
(3) Directors
/s/ PETER S. BUSWELL President and a Director October 15, 1999
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Peter S. Buswell
/s/ ROBERT S. HARP Director October 15, 1999
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Robert S. Harp
/s/ HERB MITCHELL Director October 15, 1999
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Herb Mitchell
</TABLE>
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation of our report, dated August 20, 1999,
included in this Form 10-K in the previously filed Registration Statements of
Franklin Telecommunications Corp. and subsidiaries on Form S-8 (No. 333-71189
and 333-76013).
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
August 20,1999
