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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
ON
FORM 8-K
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 12, 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 (Commission File Number) (I.R.S. Employer
jurisdiction 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") has completed
negotiations and reached agreements with its principal trade creditors pursuant
to which such creditors have agreed that approximately $1 million of trade debt
will be: (i) converted to shares of the Company's common stock (at the rate of
$1.52); (ii) written-off; and/or (iii) repaid pursuant to long-term notes. The
agreements with the trade creditors are conditioned on, among other things, the
Company's principal lender, Silicon Valley Bank (the "Bank"), converting
approximately $3 million of amounts owed to it by the Company into shares of the
common stock at the rate of $1.52 per share. The Company has reached an
agreement with the Bank, which agreement is conditioned upon the Company's
completion of a private placement of equity securities in exchange for proceeds
of at least $1 million.
The Company announced the foregoing by press release which was released
on September 12, 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,and released
on September 12, 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 30, 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 major trade creditors
pursuant to which approximately $1 million of trade debt would be, (i) converted
to shares of the Company's common stock (at the rate of $1.52), (ii)
written-off, and/or (iii) converted to long-term notes. The agreements with the
trade creditors are conditioned on, among other things, the Company's principal
lender, Silicon Valley Bank (the "Bank"), converting approximately $3 million of
amounts owed to it by the Company into shares of the common stock at the rate of
$1.52 per share. The Company has already reached agreement with the Bank
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 agreements with trade creditors and the Bank are part of
the Company's overall plan to restructure its existing debt. In addition, the
Company has also negotiated increased lines of credit conditioned upon the
Company's completion of the aforementioned debt restructuring, which should
better enable the Company to fulfill backorders and support future sales.
Franklin (a.k.a. Franklin MOI) sells and services high-quality
instrumentation utilized by ophthalmologists, optometrists, and medical
organizations. In addition, Franklin is a systems 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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