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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 20, 2000
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FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21852 94-3123210
(State of 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
On January 20, 2000, Franklin Ophthalmic Instruments Co., Inc.
(the "Company") filed a petition for relief under Chapter 7 of the
United States Bankruptcy Code in the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division. The Company
elected to liquidate for the benefit of creditors and dissolve its
business as a result of the termination of a Forebearance Agreement
(the "Agreement") between the Company and Harris Trust and Savings Bank
("Harris Bank"). The case is pending under case number 00 B 01851 and
is before the Honorable Joan Humphry Lefkow. The Company's bankruptcy
counsel is Matthew T. Gensburg and Keith J. Shapiro of the Chicago
office of the law firm of Greenberg Traurig.
The Company and Harris Bank had entered into a Forebearance
Agreement ("Agreement") effective November 29, 1999 in which Harris
Bank would forebear its rights and remedies with respect to existing
defaults for a period of time not to exceed March 31, 2000. Pursuant
to the Agreement, the Company had agreed to liquidate through
operations its inventory and accounts receivable. During the period up
to December 31, 1999, the Company had a limited budget in which to fund
operations. Thereafter, expenses related to liquidation were expected
to be incurred by officers of the Company in connection with provisions
in the Agreement that allow for the reduction of amounts owed under
personal guarantees of officers of the Company if certain projections
are met. As a result of the inability for the Company to meet the
terms of the financial targets, Harris notified the Company that it was
exercising its rights to terminate the Agreement. As such, the Company
elected to file the above mentioned petition.
Shortly thereafter, the Company and Lombart Instrument Company of
Norfolk, Virginia entered into an asset purchase agreement with the
consent of Harris. The execution of this purchase agreement is
conditioned upon court approval.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not Applicable.
ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. Not Applicable.
(b) Pro Forma Financial Statements. Not Applicable.
Exhibits.
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99.03 Notice of Chapter 7 Bankruptcy Case, Meeting of
Creditors & Deadlines
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
SIGNATURES
Pursuant to 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: January 28, 2000 By: /s/ Michael J. Carroll
Michael J. Carroll, President & CEO
EXHIBIT 99.03
FORM B9B (CHAPTER 7 Corporation/Partnership Case No. 00B01851
No Asset Case)(9/97)
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION
NOTICE OF CHAPTER 7 BANKRUPTCY CASE, MEETING OF CREDITORS & DEADLINES
A chapter 7 bankruptcy case concerning the debtor corporation listed
below was filed on January 20, 2000
You may be a creditor of the debtor. You may want to consult an
attorney to protect your rights. All documents filed in the case may
be inspected at the bankruptcy clerk's office at the address listed
below. Note: The staff of the bankruptcy clerk's office cannot give
legal advice.
Debtor (name(s) and address):
FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
DBA FRANKLIN MOI OPHTHALMIC INSTRUMENTS CO, AKA
MIDWEST OPHTHALMIC INSTRUMENTS CO., INC.
1265 NAPERVILLE DRIVE
NAPERVILLE, IL 60446
CASE NUMBER TAXPAYER ID NOS.:
0-1851 94-3123210
Attorney for Debtor Bankruptcy Trustee
(name and address): (name and address):
MATTHEW GENSBURG DEBORAH EBNER
GREENBERG TRAURIG 11 E. ADAMS ST SUITE 800
227 W MONROE STREET SUITE 3500 CHICAGO, ILLINOIS 60603
CHICAGO, IL 60606
Telephone number (312) 456-8400 Telephone number (312) 922-8722
Meeting of Creditors
Date: February 17, 2000 Time: 1:30 PM
Location: Will County Courthouse, 14 West Jefferson, Courtroom 307,
Joliet, Ill 60432
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CREDITORS MAY NOT TAKE CERTAIN ACTIONS:
The filing of the bankruptcy case automatically stays certain
collection and other actions against the debtor and the debtor's
property. If you attempt to collect a debt or take other action in
violation of the Bankruptcy Code, you may be penalized.
Please Do Not File A Proof of Claim Unless You Receive a Notice To Do So.
Address of the Bankruptcy Clerk's Office: For the Court:
U.S. Bankruptcy Court Clerk of the Bankruptcy Court:
219 S. Dearborn Wayne E. Nelson
Chicago, IL 60604
Telephone number: 1-888-232-6814 (Recorded)
Hours Open: Date:
9:00 A.M. TO 4:30 P.M. (M-F) January 29, 2000
