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As filed with the Securities and Exchange Commission on January 26, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRANKLIN TELECOMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3733534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
733 LAKEFIELD ROAD
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of Principal Executive Office) (Zip Code)
1986 STOCK OPTION PLAN
1988 STOCK OPTION PLAN
1993 STOCK OPTION PLAN
1994 STOCK OPTION PLAN
1998 STOCK OPTION PLAN
1998 EXECUTIVE STOCK OPTION PLAN
(Full titles of the plans)
FRANK W. PETERS
733 LAKEFIELD ROAD
WESTLAKE VILLAGE, CALIFORNIA 91361
(Name and address of agent for service)
(805) 373-8688
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Price Aggregate Offering Amount of
to Be Registered Registered Per Share(1) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 4,954,000 $ .44 $2,179,760 $605.97
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement except as superseded or modified herein: (i) Registrant's
Annual Report on Form 10-K for the year ended June 30, 1998, (ii) Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, (iii)
the description of the Registrant's Common Stock, contained in its Registration
Statement on Form 8-A dated October 8, 1997, including any amendment or reports
filed for the purpose of updating such description. All documents filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
time a post- effective amendment which indicates that the securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation limit the liability of
directors to the maximum extent permitted by California law. California law
provides that directors of a California corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors
except for liability as a result of their duty of loyalty to the company for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, unlawful payments of dividends or stock transactions,
unauthorized distributions of assets, loans of corporate assets to an officer or
director, unauthorized purchase of shares, commencing business before obtaining
minimum capital, or any transaction from which a director derived an improper
benefit. Such limitations do not affect the availability of equitable remedies
such as injunctive relief or rescission. In addition, the Company's Bylaws
provide that the Company must indemnify its officers and directors, and may
indemnify its employees and other agents, to the fullest extent permitted by
California law. The Company has entered into Indemnification Agreements with
each of its officers and directors. At present, there is no pending litigation
or proceeding involving any director, officer, employee, or agent of the Company
where indemnification will be required or permitted. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to officers,
directors or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange
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Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
3.1 Amended and Restated Articles of Incorporation of
Registrant.(1)
3.2 Amended and Restated Bylaws of Registrant.(1)
5.1 Opinion of Haddan & Zepfel LLP
23.1 Consent of Corbin & Wertz
23.2 Consent of Singer Lewak Greenbaum & Goldstein LLP
24.2 Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
- ---------------
(1) Incorporated by reference from Registrant's Registration Statement on Form
S-1 (No. 333-24791), filed with the Commission on April 9, 1997, and
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against pubic policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westlake Village, State of California, on January 26,
1999.
Franklin Telecommunications Corp.
By: /s/ FRANK W. PETERS
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Frank W. Peters,
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Frank W. Peters his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
(1) PRINCIPAL EXECUTIVE OFFICER
/s/ FRANK W. PETERS President and a Director January 26, 1999
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Frank W. Peters
(2) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
/s/ THOMAS RUSSELL Chief Financial Officer January 26, 1999
- ------------------------------- and a Director
Thomas Russell
(3) DIRECTORS
/s/ PETER S. BUSWELL President and a Director January 26, 1999
- -------------------------------
Peter S. Buswell
/s/ ROBERT S. HARP Director January 26, 1999
- -------------------------------
Robert S. Harp
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Amended and Restated Articles of Incorporation of Registrant.(1)
3.2 Amended and Restated Bylaws of Registrant.(1)
5.1 Opinion of Haddan & Zepfel LLP
23.1 Consent of Corbin & Wertz
23.2 Consent of Singer Lewak Greenbaum & Goldstein LLP
24.2 Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
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(1) Incorporated by reference from Registrant's Registration Statement on Form
S-1 (No. 333-24791), filed with the Commission on April 9, 1997, and
incorporated herein by reference.
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EXHIBIT 5.1
[LETTERHEAD OF HADDAN & ZEPFEL LLP]
January 26, 1999
Franklin Telecommunications Corp.
733 Lakefield Road
Westlake Village, California 91361
Dear Sirs:
You have requested our opinion with respect to certain matters in
connection with the filing by Franklin Telecommunications Corp. (the "Company")
of a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the registration of up to 4,954,000
shares of the Company's Common Stock, without par value (the "Shares"), for
issuance upon exercise of options granted or to be granted under the Company's
1986 Stock Option Plan, 1988 Stock Option Plan , 1993 Stock Option Plan, 1994
Stock Option Plan, 1998 Stock Option Plan, and 1998 Executive Stock Option Plan
(collectively, the "Plans").
In connection with this opinion, we have examined and relied upon
the Registration Statement, the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws, the Plans, and the originals or
copies certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of
the opinion that the Shares, when sold and issued in accordance with the
Registration Statement and the Plans, will be validly issued, fully paid, and
nonassessable shares of Common Stock of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HADDAN & ZEPFEL LLP
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Haddan & Zepfel LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated September 20, 1996
(except as to note 12, which is as of October 31, 1996), with respect to the
consolidated financial statements of Franklin Telecommunications Corp. and
subsidiaries included in its Annual Report on Form 10-K for the year ended June
30, 1998.
CORBIN & WERTZ
Irvine, California
January 22, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 14, 1998, accompanying the
consolidated financial statements of Franklin Telecommunications Corp. and
subsidiaries included in the Annual Report on Form 10-K for each of the two
years in the period ended June 30, 1998 which are incorporated by reference in
the Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
January 22, 1999
