<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FRANKLIN TELECOMMUNICATIONS CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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<PAGE> 2
FRANKLIN TELECOMMUNICATIONS CORP.
733 Lakefield Road
Westlake Village, CA 91361
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 2000
To the Holders of Common Stock of Franklin Telecommunications Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Franklin Telecommunications Corp. will be held at the Westlake Inn Hotel,
Lakeside Room, 32001 Agoura Road., Westlake Village, California 91361, on June
28, 2000, at 1:00 P.M., local time, for the following purposes:
1. To elect a board of five directors, with each director so
elected to hold office until the next Annual Meeting and until
their successors have been duly elected and qualified; and
2. To transact such other business as may properly come before the
Annual Meeting and any continuation or adjournment thereof.
The Board of Directors has fixed the close of business on May 12, 2000
as the record date for the determination of the shareholders entitled to notice
of and to vote at the Annual Meeting, and only shareholders of record at the
close of business on that date will be entitled to vote at the Annual Meeting.
All shareholders are cordially invited to attend the Annual meeting in
person. YOU ARE URGED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING PRE-ADDRESSED, STAMPED ENVELOPE. Your proxy will not
be used if you are present at the Annual Meeting and desire to vote your shares
personally.
By Order of the Board of Directors,
Frank W. Peters, Chief Executive Officer
Westlake Village, California
May 30, 2000
IMPORTANT: IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED SO THAT THE PRESENCE
OF A QUORUM MAY BE ASSURED. PLEASE SIGN AND DATE THE ENCLOSED
PROXY AND MAIL IT PROMPTLY. NO POSTAGE REQUIRED IF MAILED IN THE
UNITED STATES.
<PAGE> 3
FRANKLIN TELECOMMUNICATIONS CORP.
733 Lakefield Road
Westlake Village, CA 91361
-------------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 28, 2000
This Proxy Statement is being furnished to the shareholders of Franklin
Telecommunications Corp., a California corporation (the "Company"), in
connection with the solicitation of proxies by the Company's Board of Directors
for use at the Annual Meeting of Shareholders of the Company to be held at the
Westlake Inn Hotel, Lakeside Room, 32001 Agoura Road., Westlake Village,
California 91361, on June 28, 2000, at 1:00 P.M, local time, and at any
continuation or adjournment thereof.
This Proxy Statement, and the accompanying Notice of Annual Meeting and proxy
card, are first being mailed on or about May 30, 2000 to shareholders of record
on May 12, 2000, the record date for the determination of the stockholders
entitled to notice of and to vote at the Annual Meeting. A copy of the Company's
Annual Report to Shareholders, which contains audited financial statements for
the fiscal year ended June 30, 1999 is concurrently being mailed to all
shareholders of record as of May 12, 2000.
The cost of soliciting proxies will be borne by the Company. In addition to the
solicitation of proxies by mail, solicitation may be made by telephone,
telegraph or personal interview by Directors, officers and other regular
employees of the Company, without extra compensation. Brokerage houses,
nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares and will be reimbursed
for their expenses.
VOTING RIGHTS
As of May 12, 2000, the record date for the determination of the shareholders of
the Company entitled to notice of and to vote at the Annual Meeting, there were
34,532,199 shares of the Company's Common Stock outstanding. Each share of
Common Stock entitles the holder to one vote on each matter to come before the
Annual Meeting, except that shareholders may be entitled to cumulative voting
rights in the election of directors as described below.
Cumulative voting rights entitle a shareholder to give one nominee that number
of votes equal to the number of directors to be elected multiplied by the number
of shares of Common Stock he or she is entitled to vote, or to distribute such
number of votes among two or more nominees in such proportion as the shareholder
may choose. The five nominees receiving the highest number of votes at the
Annual Meeting will be elected. In order for shareholders to cumulate votes, one
shareholder must give notice to the Secretary prior to commencement of voting of
his or her intention to cumulate his or her votes.
Properly executed and returned proxies, unless revoked, will be voted as
directed by the shareholder or, in the absence of such direction, by the persons
named therein for the election of the five director nominees listed below. As to
any other business which may properly come before the Annual Meeting, the proxy
holders will vote in accordance with their best judgment. A proxy may be revoked
at any time before it is voted by delivery of written notice of revocation to
the Secretary of the Company or by delivery of a subsequently dated proxy, or by
attendance at the Annual Meeting and voting in person. Attendance at the Annual
Meeting without also voting will not in and of itself constitute the revocation
of a proxy.
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<PAGE> 4
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information regarding the ownership of the
Company's Common Stock as of May 12, 2000, by (i) each of the current directors
and nominees for election as a director of the Company, (ii) each person or
group known by the Company to be the beneficial owner of more than 5% of the
Company's outstanding Common Stock, and (iii) all current directors and
executive officers of the Company as a group. Except as otherwise noted and
subject to community property laws where applicable, each beneficial owner has
sole voting and investment power with respect to all shares shown as
beneficially owned by him. Except as otherwise indicated, the address of each
holder identified below is in care of the Company, 733 Lakefield Road, Westlake
Village, California 91361.
<TABLE>
<CAPTION>
Name and Address Shares Percent of
of Beneficial Owner Beneficially Owned (1) Class (1)
------------------- ---------------------- ----------
<S> <C> <C>
Frank W. Peters 4,754,393 14%
Thomas Russell 217,992 1%
Robert S. Harp 25,000 -0-
Herb Mitchell 193,875 1%
Sidney B. Smith 10,000 -0-
All directors and executive officers of the
Company as a group (5 persons) 5,201,260 15%
</TABLE>
(1) In calculating beneficial and percentage ownership, all shares of Common
Stock which a named shareholder will have the right to acquire within 60
days of the record date for the Annual Meeting upon exercise of stock
options and stock purchase warrants are deemed to be outstanding for the
purpose of computing the ownership of such shareholder, but are not deemed
to be outstanding for the purpose of computing the percentage of Common
Stock owned by any other shareholder. As of May 12, 2000, an aggregate of
34,532,199 shares of Common Stock were outstanding.
ELECTION OF DIRECTORS
The Company's current Board of Directors has nominated five individuals, Frank
W. Peters, Robert S. Harp, Thomas Russell, Herb Mitchell and Sidney B. Smith,
for election as directors of the Company at the Annual Meeting, each to serve as
such until the next annual meeting of the Company's shareholders and until their
respective successors are elected and qualified. Each of the nominees is a
current member of the Company's Board of Directors. Although it is not presently
contemplated that any nominee will decline or be unable to serve as a Director,
in either such event, the proxies will be voted by the proxy holders for such
other persons as may be designated by the present Board of Directors. In the
event that anyone other than the five nominees listed below should be nominated
for election as a director, the persons named in the accompanying proxy will
have the authority, to be exercised in their discretion, to vote cumulatively
for less than all of the nominees. The five nominees receiving the highest
number of votes at the Annual Meeting will be elected.
NOMINEES
Certain information concerning the five individuals nominated by the Company's
Board of Directors for election at the Annual Meeting to serve as directors of
the Company for the ensuing year is set forth below:
Mr. Peters has been Chairman and Chief Executive Officer of the Company since
its organization in 1981. Between 1975 and 1984 he was also President of
Franklin Data Systems and Franklin Systems Corporation. From 1973 to 1975, he
was Vice President of Jacquard Systems Corporation, a computer hardware and word
processing software development marketer.
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<PAGE> 5
Dr. Harp has been Chairman of Quesant Instruments, a manufacturer of scanning
probe microscopes, since 1992. Between 1987 and 1992, he was Chairman of Vertek,
a manufacturer of PC peripheral devices. He is also a founder of Vector Graphic,
Inc. Dr. Harp has been a director of the Company since 1996.
Mr. Russell has been the Chief Financial Officer and a director of the Company
since 1996. He also served as its Chief Financial Officer between 1988 and 1990.
Between 1990 and 1996 Mr. Russell was President of Russell Industries, a
manufacturer's representative and distribution firm for optical storage memory
products. Prior to that time Mr. Russell was a founder and CFO of Plasmon PLC, a
UK based manufacturer of optical media and jukeboxes for the computer industry
and partner at Sorenson, Russell & Company, a public accounting firm, and was
employed by Peat Marwick. Mr. Russell is a Certified Public Accountant.
Mr. Mitchell has thirteen years experience as a stockbroker with Hornblower &
Weeks in Boston. He negotiated the first cultural exchange program between Los
Angeles and her sister city Leningrad (now St. Petersburg), for which he
received a commendation from the Mayor of Los Angeles. He is currently enjoying
a successful career as an actor, writer and producer for theatre, motion
pictures and television.
Mr. Smith, currently Manager of ITS Services for TRW, Inc., brings extensive
experience in the telecommunications industry, including overall responsibility
for TRW's entire communications networks. Mr. Smith also serves as a systems
engineer in TRW's worldwide satellite communications subsidiary and is a member
of TRW's Architectural Review Board. Mr. Smith has been with TRW for thirteen
years. Prior to joining TRW, Mr. Smith was the principal in Sidney B. Smith &
Associates, an engineering consulting firm, with a client list including Bechtel
Corp., TRW, First Interstate Bank, and GTEL-GTE. He holds a Bachelors degree in
Engineering and majored in Industrial Engineering with a minor in Mathematics.
Mr. Smith has been a Director for the Company since May, 2000.
STRUCTURE AND FUNCTION OF THE BOARD OF DIRECTORS
During the last fiscal year, the Company's Board of Directors held four regular
and special meetings or otherwise took action by written consent. The Board has
established an Audit Committee, comprised of Messrs. Harp, Mitchell and Russell,
and a Compensation Committee, comprised of Messrs. Peters, Harp and Mitchell.
The Audit Committee meets to consult with the Company's independent auditors
concerning their engagement and audit plan, and thereafter concerning the
auditor's report and management letter and with the assistance of the
independent auditors, also monitors the adequacy of the Company's internal
accounting controls. With respect to compensation, the Compensation Committee
determines the compensation of corporate officers, and will determine the
persons entitled to participate in stock option, bonus and other similar plans.
The Board of Directors continues to meet as a whole to nominate the individuals
to be proposed by the Board of Directors for election as directors of the
Company, and has no separate nominating committee.
The Company does not pay any Directors' fees or meeting fees. Each non-employee
director has been granted certain non-qualified stock options. The Company pays
the expenses of its non-employee directors in attending Board meetings.
There is no family relationship between any nominee and any other nominee or
executive officer of the Company.
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<PAGE> 6
PERFORMANCE GRAPH
The following graph summarizes cumulative total shareholders return data
(assuming reinvestment of dividends) for the five-year period beginning June 30,
1994. The graph assumes that $100 was invested on June 30, 1994: (i) in the
Common Stock of Franklin Telecommunications, Corp., (ii) in the S&P 500 Index
and (iii) a peer group of comparable companies. The stock price performance on
the following graph is not necessarily indicative of future stock price
performance.
[GRAPH]
EXECUTIVE OFFICERS
The executive officers of the Company are Frank W. Peters, Chief Executive
Officer, Phillip Ericson, President and Chief Operations Officer, Steven Lee,
Executive Vice President and Thomas Russell, Chief Financial Officer. Subject to
the terms of applicable employment agreements, officers serve at the pleasure of
the Board of Directors.
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<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth certain compensation paid or accrued by the
Company during the years ended June 30, 1998 and June 30, 1999 to its Chief
Executive, President and Chief Operating Officer, and its Chief Financial
Officer (the "Named Executive Officers").
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
-------------------------------------------- ------------------------------------------------------
<S> <C> <C> <C> <C>
Frank W. Peters, CEO ........................ 1998 $309,048(1) -0- -0-
1999 $341,583(1) -0- -0-
Peter Buswell, President and COO (2) ........ 1998 $ 16,298 -0- -0-
1999 $226,125 -0- -0-
Thomas Russell, Chief Financial Officer ..... 1998 $109,167 $ 5,000 -0-
1999 $137,016 -0- -0-
</TABLE>
----------------
(1) Portions of these amounts were deferred.
(2) Mr. Buswell was employed as by the Company beginning in June 1998 and
resigned in January 2000.
Except as disclosed above, no compensation characterized as long-term
compensation, including restricted stock awards issued at a price below fair
market value or long-term incentive plan payouts, were paid by the Company
during the years ended June 30, 1998 and 1999 to any of the Named Executive
Officers.
Employment Arrangements. The Company's CEO is employed pursuant to a six year
Employment Agreement, effective January 1, 1998. The Employment Agreement
provides for compensation at the rate of $27,000 per month, with annual
increases of 6%. The Company's President was employed pursuant to a two year
Employment Agreement, commencing in June 1998. The Employment Agreement provided
for compensation at the rate of $18,750 per month, with annual increases of 6%.
The Company's President's employment agreement was terminated January 2000 with
his resignation. The Company's Chief Financial Officer is employed pursuant to
Employment Agreement for a two year period, commencing on January 10, 1999,
providing monthly compensation at the rate of $12,500 per month, with annual
increases of 6%.
Option Grants During the Years Ended June 30, 1998 and 1999. The following table
sets forth certain information regarding stock options granted to the Named
Executive Officers during the twelve months ended June 30, 1998 and 1999:
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES
OPTIONS IN FISCAL EXERCISE
NAME YEAR GRANTED YEAR PRICE EXERCISE DATE
--------------------------------- ---------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Frank W. Peters ................. 1998 -0- 0%
Frank W. Peters ................. 1999 -0- 0%
Peter Buswell (1) ............... 1998 350,000 32% $ .44 Various
Peter Buswell ................... 1999 700,000 25% $ .44 Various
Thomas Russell (1) .............. 1998 200,000 18% $ .44 Various
Thomas Russell .................. 1999 600,000 21% $ .44 Various
</TABLE>
(1) Options granted in 1998 were cancelled in 1999 and reissued at the current
market price.
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<PAGE> 8
REPORT ON THE REPRICING OF OPTIONS.
On October 14, 1998, the Board of Directors of the Company approved the
cancellation and reissuance of all outstanding employee stock options. The
repricing was effective October 14,1998. The repriced options are identical to
the original options except for their exercise price, which was changed to $.44
per share, the closing price of one share of Common Stock on the effective date
of the grant. The vesting and expiration dates of the options were not changed.
Stock options are intended to provide incentives to the Company's officers and
employees. The Board believes that such equity incentives are a significant
factor in the Company's ability to attract, retain and motivate key employees
who are critical to the Company's long-term success. The Board believed that, at
their original exercise prices, the disparity between the exercise price of
these options and recent market prices for the Company's Common Stock did not
provide meaningful incentives to the employees holding these options. The Board
approved the repricing of these options as a means of ensuring that optionees
will continue to have meaningful equity incentives to work toward the success of
the Company. The Board deemed the adjustment to be in the best interest of the
Company and its shareholders. The following table sets forth the specified
information concerning all options repriced for all executive officers of the
Company for the past ten years:
<TABLE>
<CAPTION>
Length of
No. of Securities Market Exercise Option Term
Underlying Price of Stock at Price at Remaining
Options Time of Time of New Exercise at Date of
Name Date Repriced Repricing Repricing Price Repricing
---- ---- -------- --------- --------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Frank Peters Oct. 14, 1998 850,000 $.44 $.78 - $1.31 $.44 All exercisable
Peter Buswell Oct. 14, 1998 400,000 $.44 $.66 - $2.59 $.44 1 to 4 years
Tom Russell Oct. 14, 1998 200,000 $.44 $2.69 $.44 1 to 4 years
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE. The Company's executive compensation
program is designed to help attract, retain, and motivate the highly qualified
personnel needed to manage the Company's business and affairs. To meet these
goals, the Company has implemented a compensation program with the following
components:
- base salaries that reflect the scope and responsibilities of the position,
as well as the skills, knowledge, experience, abilities, and contributions
of each individual executive.
- short-term incentives that are based on the financial performance of the
Company.
- long-term incentives that balance the executive officer's short- and
long-term perspectives and provide rewards consistent with shareholder
returns.
Compensation decisions are made following an assessment of the individual's
contributions to the Company's success, any significant changes in the
individual's role or responsibility, and internal equity of the Company's
compensation relationships.
The competitiveness of the Company's total compensation program-incorporating
base salaries, short-term incentives and long-term incentives is regularly
reviewed by the Compensation Committee. Based on such reviews, the Company
concluded that the compensation paid to its executives was fair and reasonable.
In general, the Company believes that the overall compensation levels for the
executive group should reflect competitive levels of compensation for comparable
positions in similarly sized companies over the long term.
The Company believes that it is essential to link executive compensation and
Company performance. To meet this objective, the Company maintains stock option
programs which provide option grants on a regular, though not necessarily
annual, basis to provide participants with an opportunity to share in the
Company's performance. Stock option grants reflect the past contributions of the
individual, the individual's ability to affect Company profitability, the scope
of the individual's responsibilities, the need to retain the individual's
services over time and management's assessments and recommendations. All
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<PAGE> 9
executive officers, including the chief executive officer, are eligible to
participate in this program.
The Company's policy of awarding cash bonuses is designed to specifically relate
executive pay to Company and individual performance. As a pay-for-performance
program, cash bonuses provide financial rewards for achievement of substantive
Company and personal objectives. Actual awards paid are based primarily on
actual Company performance.
The compensation of the Company's Chief Executive Officer, President and Chief
Financial Officer for the fiscal year ending June 30, 1999 was based on an
Employment Agreements outlined above..
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
The Company analyzes its executive compensation practices and plans on an
ongoing basis with respect to Section 162(m) of the Internal Revenue Code. Where
it deems advisable, the Company will take appropriate action to maintain the tax
deductibility of its executive compensation.
CERTAIN TRANSACTIONS
In October, 1998, the Company sold and issued 570,000 restricted shares to the
Company's Chief Executive Officer, at $.35 per share.
Effective December 31, 1998, the Company's Chief Executive Officer agreed to
consolidate all notes payable and accrued interest owed to the CEO by the
Company into one single note. Changes to the note include no interest charges
from January 1, 1999, onward, removal of all security interest in the Company's
assets and elimination of previous stock conversion features. The CEO also
agreed to defer any repayment until July 1, 2000.
On March 11, 1999, the Company's President exercised options to purchase 25,000
shares of the Company's Common stock at an exercise price of $.44 per share.
On June 1, 1999, the Company's Chief Financial Officer exercised options to
purchase 100,000 shares of the Company's Common stock at an exercise price of
$.44 per share. The exercise was done on a net basis, so that the actual number
of shares issued were 82,400.
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<PAGE> 10
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the 'Exchange
Act"), requires the Company's officers and Directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file reports of ownership an changes in ownership (Forms 3, 4 and 5) with the
Securities and Exchange Commission. Officers, directors and
greater-than-ten-percent shareholders are required to furnish the Company with
copies of all such forms which they file.
To the Company's knowledge, based solely on the Company's review of such reports
or written representations from certain reporting persons the Company believes
that during the year ended June 30, 1999 filing requirements applicable to its
officers, directors, and other persons subject to Section 16 of the Exchange Act
were in compliance, except that Forms 4 were not filed for sales of securities.
INDEPENDENT ACCOUNTANTS
Singer Lewak Greenbaum & Goldstein LLP has been retained to serve as the
Company's independent certified public accountants for the fiscal year ending
June 30, 2000. A representative of Singer Lewak Greenbaum & Goldstein LLP is
expected to be present at the Annual Meeting, and to be available to respond to
any shareholder questions directed to Singer Lewak Greenbaum & Goldstein LLP.
This representative will have an opportunity to make a statement if Singer Lewak
Greenbaum & Goldstein LLP so desires.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy statement and
form of proxy relating to the Company's next annual meeting of shareholders,
proposals by the Company's shareholders intended to be presented at such annual
meeting must be received by the Company no later than February 1, 2001.
ANNUAL REPORTS
The Company's 1999 Annual Report, which includes audited financial statements
for the Company's fiscal year ended June 30, 1999, is concurrently being mailed
with this proxy statement to shareholders of record on May 12, 2000.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for action at
the meeting. However, if any matters not included in this Proxy Statement
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy to vote under the authority therein given in accordance with
his or their best judgment.
By Order of the Board of Directors,
Frank W. Peters , Chief Executive Officer
May 30, 2000
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<PAGE> 11
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
FRANKLIN TELECOMMUNICATIONS CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
ANNUAL MEETING OF SHAREHOLDERS
JUNE 28, 2000
The undersigned hereby appoints Frank W. Peters and Thomas Russell, and
each of them as attorney-in-fact and proxy for the undersigned, with full power
of substitution, to represent the undersigned and vote, as designated below, all
of the shares of Common Stock of Franklin Telecommunications Corp. (the
"Company") which the undersigned is entitled to vote at the Company's Annual
Meeting of Shareholders to be held on June 28, 2000, or at any adjournment or
continuation thereof.
With- For All
1. ELECTION OF DIRECTORS: for all nominees listed For hold Except
below (except as marked to the contrary below): [ ] [ ] [ ]
Frank W. Peters, Robert G. Harp, Thomas Russell,
Herb Mitchell and Sidney B. Smith
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
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2. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournment or continuation thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER HEREIN
SPECIFIED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE TO
THE COMPANY'S BOARD OF DIRECTORS, AND IN ACCORDANCE WITH THE DISCRETION OF THE
PROXIES ON ANY OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING.
Please sign exactly as your name appears on this card, date and return this
card promptly using the enclosed envelope. Executors, administrators,
guardians, officers of corporations, and others signing in a fiduciary capacity
should state their full title as such.
Please be sure to sign and date Date
this Proxy in the box below. ------------------------------
------------------------------- ------------------------------
Shareholder sign above Co-holder (if any) sign above
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Detach above card, sign, date and mail in postage paid envelope provided.
FRANKLIN TELECOMMUNICATIONS CORP.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY, USING THE ENCLOSED ENVELOPE.
