FARMSTEAD TELEPHONE GROUP INC
8-K, 1996-08-14
ELECTRONIC PARTS & EQUIPMENT, NEC
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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): August 13, 1996
                                                         ---------------

                        FARMSTEAD TELEPHONE GROUP, INC.
             (Exact name of registrant as specified in its charter)

                        Commission File Number: 0-15938
                                                -------

          Delaware                                          06-1205743
          --------                                          ----------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification No.)

         81 Church Street,
         East Hartford, CT                                  06108-3728
         -----------------                                  ----------
(Address of principal executive offices)                    (Zip Code)


       Registrant's telephone number, including area code: (860) 282-0010
                                                           --------------
ITEM 5. OTHER EVENTS

     Effective August 13, 1996,  Farmstead Telephone Group, Inc. (the "Company")
implemented  a 1 for 10 reverse split of its  21,243,676  shares of Common Stock
outstanding  (2,124,406 shares after the reverse stock split). The reverse split
was  previously  approved by stock holders at the Company's June 13, 1996 Annual
Shareholders  Meeting.  In  connection  with the reverse  split,  the  Company's
1,835,727  outstanding  Warrants  were also  proportionally  adjusted to 183,579
Warrants with an adjusted exercise price of $5.00 per share.

     On August 13,  1996,  the Company also  commenced a Rights  Offering of one
million Units,  each Unit  consisting of one share of Common Stock,  one Class A
Warrant and one Class B Warrant,  to  shareholders of record on August 12, 1996,
pursuant to a Form SB-2  registration  statement  which was  declared  effective
August 12, 1996 by the Securities and Exchange Commission.  For the next 30 days
this offering will be available only to existing  shareholders  as of the record
date, after which time an investment firm retained by the Company will offer, on
a firm commitment basis, any remaining  securities to qualified  investors.  The
Units will be offered at a price of $4.06 per Unit,  which is the 10 day average
of the closing bid price of the Common  Stock,  after  adjusting for the reverse
split.

                                   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.

                                    FARMSTEAD TELEPHONE GROUP, INC.

Dated: August 13, 1996          By: /s/ Robert G. LaVigne
                                    --------------------------
                                    Robert G. LaVigne
                                    Vice President - Finance & Administration
                                    (Principal Financial and Accounting Officer)



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