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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
ON
FORM 8-K
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PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (date of earliest event reported): September 4, 1996
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FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-21852 94-3123210
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1265 Naperville Drive, Romeoville, Illinois 60446
(Address of principal executive offices)
(630) 759-7666/(630) 759-1744 (Facsimile)
(Registrant's telephone and facsimile numbers, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not Applicable.
ITEM 5. OTHER EVENTS
Franklin Ophthalmic Instruments Co., Inc. (the "Company") recently
completed negotiations and reached an agreement with its principal lender,
Silicon Valley Bank, (the "Bank") to convert approximately $3 million of amounts
owed to the Bank by the Company under its line of credit ("Line of Credit") into
shares of the Company's common stock. The Bank has further agreed to extend the
maturity date with respect to amounts owed under the Line of Credit. In
consideration for the agreement to renegotiate the terms of the Line of Credit,
officers of the Company have agreed to guarantee repayment of up to $200,000
under the Line of Credit. The Company's agreement with its lender, which is part
of the Company's overall plan to restructure its existing debt, is conditioned
upon the Company's receipt of at least $1,000,000 in proceeds of a private
placement of its securities.
The Company announced the foregoing by press release dated September 4,
1996. A copy of the press release has been attached hereto as Exhibit 99.01 and
is incorporated herein by reference in its entirety.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. Not Applicable.
(b) Pro Forma Financial Statements. Not Applicable.
(c) Exhibits. The following exhibits are included herein:
99.01 Press Release, dated September 4, 1996, which has
been incorporated by reference into the text hereof
in its entirety pursuant to General Instruction F to
Form 8-K. See Item 5 above.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
Date: September 6, 1996 By: /s/ Michael J. Carroll
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Michael J. Carroll, President
Exhibit 99.01: Press Release
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FOR IMMEDIATE RELEASE
CONTACT:
Michael J. Carroll, President & CEO
FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
(630) 759-7666
FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC. ANNOUNCES
SIGNIFICANT DEVELOPMENTS IN BANK NEGOTIATIONS
ROMEOVILLE, ILLINOIS, September 4, 1996 - Franklin Ophthalmic
Instruments Co., Inc. (OTC: FKLNU, FKLNW, FKLN) - announced today that it has
completed negotiations and reached an agreement with its principal lender,
Silicon Valley Bank. Pursuant to the terms of such agreement, Silicon Valley
Bank (the "Bank") has agreed to convert approximately $3 million of amounts owed
to it by the Company under its line of credit (the "Line of Credit") with the
Bank into shares of the Company's common stock at the rate of $1.52 per share.
The Bank has further agreed to extend the maturity date with respect to the
remaining $1.8 million under the Line of Credit to August 1997. The Bank's
agreement is conditioned on, among other things, the Company's receipt of at
least $1 million in capital and the personal guarantees (for an amount not to
exceed $200,000 in the aggregate) of Michael J. Carroll, James J. Urban, and
Brian M. Carroll, officers of the Company.
The Company's agreement with the Bank is part of the Company's overall
plan to restructure its existing debt. In connection therewith, the Company is
endeavoring to reach agreements with other creditors.
Franklin (a.k.a. Franklin MOI) sells and services high-quality
instrumentation utilized by ophthalmologists, optometrists, and medical
organizations. In addition, Franklin is a system integrator for digital and
electrical applications for the ophthalmic marketplace. The Company distributes
over 2,000 products from over 40 manufacturers from Romeoville, Illinois.
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