SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 1998
MICROFRAME, INC.
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(Exact Name of Registrant as Specified in Charter)
NEW JERSEY
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(State of jurisdiction of incorporation)
0-13117 22-2413505
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(Commission File No.) (IRS Employer Identification No.)
21 Meridian Avenue, Edison, New Jersey 08820
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(Address of Principal Executive Offices) (Zip Code)
732-494-4440
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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On May 19, 1998, the Company issued a press release (the "Press
Release") reporting its Letter of Intent to acquire SolCom Systems Limited.
A copy of the Press Release is attached to this report as Exhibit
99.01.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
99.01: MicroFrame, Inc. Press Release dated May 19, 1998
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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 thereunto duly authorized.
MICROFRAME, INC.
Dated: May 19, 1998 By: /s/ Stephen B. Gray
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Stephen B. Gray
President
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EXHIBIT INDEX
Exhibit
Number Description
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99.01 MicroFrame, Inc. Press Release dated May 19, 1998.
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Exhibit 99.01
MICROFRAME, INC. SIGNS LETTER OF INTENT
TO ACQUIRE UK'S SOLCOM SYSTEMS, LTD.
AGREEMENT WOULD PROVIDE ENTRY INTO FAST GROWING REMOTE MONITORING MARKET
MAY 19, 1998 - EDISON, NEW JERSEY - MicroFrame, Inc. (NASDAQ:MCFR) today
announced it has signed a letter of intent to acquire privately held SolCom
Systems, Ltd. (SolCom), based in Livingston, Scotland. SolCom is a leading
developer of remote monitoring (RMON) technology. No terms were disclosed.
Consummation of the transaction is subject to approval of MicroFrame and SolCom
shareholders as well as various regulatory approval and is likely to take
several months to complete.
Originally approved by the Internet Engineering Task Force (IETF) in
1992, Remote MONitoring, or RMON, is a standard protocol for users to
proactively manage multiple LANs and WANs from a central site. RMON 1 identifies
errors, alerts administrators to network problems and baselines networks in
addition to its remote network analyzer capabilities. RMON's recent enhancement,
RMON 2, enables Network Managers to access higher-level network-wide application
and protocol information. RMON 2 also provides enterprise-wide and/or
point-to-point traffic statistics that enables easy trouble-shooting and
effective network capacity planning.
"Both companies are excited about the possibility of a future
business combination," stated Stephen B. Gray, MicroFrame's Chief Executive
Officer. "The acquisition of SolCom's intellectual capital and RMON technology
engine would create global market opportunities that could greatly enhance the
Company's growth prospects and thereby enhance shareholder value."
Peter Wilson, SolCom's Director of Marketing, added, "SolCom is a
recognized leader in the development of RMON technology and would provide
MicroFrame with the range of technology and expertise required to successfully
and more quickly enter and compete in the standards-based data oriented network
market space for LAN and WAN network management."
MicroFrame, Inc. is a leading developer and manufacturer of hardware
and software solutions for secured internet/intranet and remote network
management systems for voice, video and data communications. Based in Edison,
New Jersey, MicroFrame has installed systems worldwide, with five direct sales
offices in the U.S., a wholly-owned subsidiary in Antwerp, Belgium, and
distribution networks on four continents.
SolCom Systems, Ltd. is a technology leader in the world market for
RMON network management products with a full range of WAN and LAN RMON 1 and
RMON 2 compliant probes, including Ethernet, Token Ring, FDDI, ATM and Frame
Relay probes as well as a complimentary suite of Windows and UNIX RMON
reporting/analysis
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application software. Based in Livingston, Scotland and with a sales office in
Reston, Virginia, SolCom's principal distribution is in the U.K., Europe and the
U.S.
This press release contains information which may constitute
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements may be affected by certain risks and uncertainties described in the
Company's filings with the Securities and Exchange Commission. The Company's
actual results could differ materially from such forward-looking statements.
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