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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 26, 1996
MICROFRAME, INC.
(Exact Name of Registrant as Specified in its Charter)
New Jersey 0-13117 22-2413505
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
21 Meridian Road
Edison, New Jersey 08820
(Address of Principal Executive Offices) (Zip Code)
(908) 494-4440
(Registrant's telephone number, including area code)
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This Current Report on Form 8-K is filed by MicroFrame, Inc., a New
Jersey corporation (the "Company"), in connection with the matters described
herein.
ITEM 5. OTHER EVENTS
On April 26, 1996, the Company announced that it has sold for an
aggregate purchase price of $1,055,000 to accredited investors 844,000 shares of
Common Stock, 844,000 Class A Warrants exercisable during a four year period for
a like number of shares of Common Stock at an exercise price of $1.50 per share
and 844,000 Class B Warrants exercisable during a four year period for a like
number of shares of Common Stock at an exercise price of $2.00 per share. Since
the announcement, the Company subsequently has sold an additional 16,000 shares
of Common Stock, Class A Warrants and Class B Warrants. The proceeds of the
private placement will be used for working capital purposes, including new
product development.
Certain individuals and corporations, including certain officers and
directors of the Company, have the right to purchase up to an additional 684,550
shares of Common Stock, Class A Warrants and Class B Warrants on the same terms
and conditions as the investors in this private placement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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99 Press Release dated April 26, 1996.
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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.
Date: May 7, 1996
MICROFRAME, INC.
By: /s/ STEPHEN B. GRAY
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Stephen B. Gray,
President and Chief Operating Officer
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EXHIBIT INDEX
Exhibit No. Page
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99 Press Release dated April 26, 1996.
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Exhibit 99
MICROFRAME, INC. ANNOUNCES PRIVATE PLACEMENT
Edison, New Jersey - April 26, 1996 - MicroFrame, Inc. (OTC - NASDAQ SmallCap:
MCFR), announced today that it has sold for an aggregate purchase price of
$1,055,000 to accredited investors 844,000 shares of Common Stock, 844,000 Class
A Warrants exercisable during a four year period for a like number of shares of
Common Stock at an exercise price of $1.50 per share and 844,000 Class B
Warrants exercisable during a four year period for a like number of shares of
Common Stock at an exercise price of $2.00 per share. The proceeds of the
private placement will be used for working capital purposes, including new
product development.
Certain individuals and corporations, including certain officers and directors
of the Company, have the right to purchase up to an additional 684,550 shares of
Common Stock, Class A Warrants and Class B Warrants on the same terms and
conditions as the investors in this private placement.
The Company develops and markets a wide range of hardware and software products
and systems that provide security, network management and remote telemaintenance
for voice and data communications networks. The Company has established a
worldwide customer base which includes major US and non-US telecommunications
providers, PBX vendors, financial institutions, Fortune 500 companies and
numerous government agencies. The Company has more than 2,000 installations
across North America, South America, Europe and the Pacific Rim.
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