1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K --------------- [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-11616 FRANKLIN TELECOMMUNICATIONS CORP. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter --------------- California 95-3733534 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 733 Lakefield Road, Westlake Village, California 91361 ------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (805) 373-8688 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange ------------------- ----------------------- Common stock, American Stock Exchange without par value Securities registered pursuant to Section 12(g) of the Act: None --------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant at September 13, 1999 was $78,391,304 based on the closing sale price on such date of $3.69. Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date: TITLE OF EACH CLASS OF COMMON STOCK OUTSTANDING AT SEPTEMBER 13, 1999 ----------------------------------- --------------------------------- Common Stock, no par value 26,959,149 2 Part IV. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Exhibits 23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP SIGNATURES Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this Amendment to Report to be signed on its behalf by the undersigned, thereunto duly authorized. FRANKLIN TELECOMMUNICATIONS CORP. By /s/ FRANK W. PETERS ---------------------------------------- Frank W. Peters Chief Executive Officer Dated: October 15, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment to Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------------------------------- ----------------------------- --------------- (1) Principal Executive Officer /s/ FRANK W. PETERS Chief Executive Officer and a October 15, 1999 -------------------- Director Frank W. Peters (2) Principal Financial and Accounting Officer /s/ THOMAS RUSSELL Chief Financial Officer and a October 15, 1999 ------------------- Director Thomas Russell (3) Directors /s/ PETER S. BUSWELL President and a Director October 15, 1999 --------------------- Peter S. Buswell /s/ ROBERT S. HARP Director October 15, 1999 -------------------- Robert S. Harp /s/ HERB MITCHELL Director October 15, 1999 -------------------- Herb Mitchell