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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1999
REGISTRATION NO. 333-87551
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRANKLIN TELECOMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
CALIFORNIA 3670 95-3733534
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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733 LAKEFIELD ROAD, WESTLAKE VILLAGE, CALIFORNIA 91361 (805) 373-8688
ADDRESS AND TELEPHONE NUMBER, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FRANK W. PETERS
733 LAKEFIELD ROAD, WESTLAKE VILLAGE, CALIFORNIA 91361
(805) 373-8688
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
ROBERT J. ZEPFEL, ESQ.
HADDAN & ZEPFEL LLP
4675 MACARTHUR COURT, SUITE 710
NEWPORT BEACH, CALIFORNIA 92660
(949) 752-6100
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Amendment to Registration Statement is declared
effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit Price Fee
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Common Stock(1) 4,264,736 $2.81 $11,983,908 $3,331.52
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment to Registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Westlake Village, State of California, on September 22, 1999.
FRANKLIN TELECOMMUNICATIONS CORP.
By /s/ FRANK W. PETERS
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Frank W. Peters
President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated:
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SIGNATURE TITLE DATE
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(1) Principal Executive Officer
/s/ FRANK W. PETERS Chief Executive Officer and a September 22, 1999
- ----------------------------------------------------- Director
Frank W. Peters
(2) Principal Financial and Accounting Officer
/s/ THOMAS RUSSELL Chief Financial Officer and a September 22, 1999
- ----------------------------------------------------- Director
Thomas Russell
(3) Directors
/s/ PETER S. BUSWELL President and a Director September 22, 1999
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Peter S. Buswell
/s/ ROBERT S. HARP Director September 22, 1999
- -----------------------------------------------------
Robert S. Harp
/s/ HERB MITCHELL Director September 22, 1999
- -----------------------------------------------------
Herb Mitchell
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15
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTIONS
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3.1* Restated Articles of Incorporation of Franklin
Telecommunications Corp.
3.2* Bylaws of Franklin Telecommunications Corp.
5.1** Opinion of Haddan & Zepfel LLP
10.1* Employment Agreement, dated March 1, 1993 between Franklin
Telecommunications Corp. and Frank W. Peters.
10.2** Stock Purchase Agreement, dated August 30, 1999 between
Registrant and Crescent International Ltd.
10.3** Warrant, dated August 30, 1999, issued To Crescent
International Ltd. (Early Put Warrant)
10.4** Warrant, dated August 30, 1999, issued To Crescent International
Ltd. (Incentive Warrant)
10.5** Registration Rights Agreement, dated August 30, 1999 between the
Registrant and Crescent International Ltd.
10.6** Amendment to Stock Purchase Agreement, dated September 15, 1999
between Registrant and Crescent International Ltd.
10.7** Amendment to Registration Rights Agreement, dated September 15,
1999 between Registrant and Crescent International Ltd.
10.8** Letter Agreement, dated September 15, 1999 between Registrant
and Crescent International Ltd.
23.1 Consent of Singer, Lewak, Greenbaum & Goldstein LLP
23.2** Consent of Haddan & Zepfel LLP (included as part of Exhibit
5.1).
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* 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.
** Previously filed.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report, dated August 20, 1999, which appears in the
Annual Report on Form 10-K of Franklin Telecommunications Corp. and subsidiaries
for the year ended June 30, 1999. We also consent to the reference to our Firm
under the caption "Experts" in the aforementioned Registration Statement.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
September 22, 1999
