8-K

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) September 15, 2006

FRANKLIN ELECTRIC CO., INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

INDIANA	0-362	35-0827455
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

400 EAST SPRING STREET BLUFFTON, INDIANA	46714
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(260) 824-2900

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

No Change

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

On September 15, 2006, Franklin Electric Co., Inc. acquired Healy Systems, Inc., in a stock purchase transaction. A copy of the press release, announcing the acquisition, is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth above under item 1.01 is incorporated by reference into this item 2.01.

Item 9.01 Financial Statement and Exhibits

(c) Exhibits.

Exhibit No.Description

99.1Press Release, dated September 15, 2006, issued by Franklin Electric Co., Inc.

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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 thereunto duly authorized.

	FRANKLIN ELECTRIC CO., INC.
	(Registrant)
Date: September 20, 2006	By: /s/ Thomas J. Strupp
	Thomas J. Strupp
	Vice President, Chief Financial Officer
	and Secretary (Principal Financial and
	Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated September 15, 2006, issued by Franklin Electric Co., Inc.

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EX-99.1

Exhibit 99.1

For Immediate Release

For Further Information

Refer to: Thomas J. Strupp

260/824-2900

FRANKLIN ELECTRIC ANNOUNCES THE ACQUISITION OF HEALY SYSTEMS, INC.

Bluffton, Indiana - September 15, 2006 -- Franklin Electric Co., Inc. (NASDAQ: FELE), the world’s largest manufacturer of submersible electric motors and a global supplier of water pumping systems and fuel pumping systems announced today that it acquired Healy Systems, Inc., Hudson, New Hampshire (“Healy Systems”) in a stock purchase transaction. Healy Systems is a worldwide provider of Stage II Vapor Recovery Systems and Components used primarily at gasoline stations to reduce gasoline vapor emissions during vehicle refueling.

The purchase price was approximately $35 million plus a percentage of Healy Systems product sales over the next five years, and is subject to a post-closing working capital adjustment. The up front $35 million payment represents approximately seven times trailing twelve month EBITDA (earnings before interest, taxes, depreciation and amortization). Franklin Electric expects the transaction to be accretive to its earnings per share in the first year of ownership.

R. Scott Trumbull, Chairman and Chief Executive Officer of Franklin Electric, stated, “The acquisition of Healy Systems will solidify Franklin Electric’s position as a global supplier of fuel pumping equipment. Healy Systems proprietary equipment and technology provide a cost effective means for addressing one of the most significant global environmental concerns - gasoline vapor emissions to the atmosphere. They also address a serious economic issue for our customers—gasoline losses due to evaporation. In addition, the Healy Systems product line is complementary to Franklin’s existing fuel management product offering and will present cross selling opportunities.”

James W. Healy, President of Healy Systems, stated, "We are fortunate to have been acquired by a company with a corporate culture so well matched to our own. In addition, both Franklin Electric and Healy Systems are recognized world wide for the quality of the products they manufacture. The combination of Healy's gasoline vapor recovery equipment line with Franklin Electric's existing fuel management products should have a strong positive effect on sales. I am looking forward to working within Franklin Electric to achieve that goal."

CLB Partners, LLC served as exclusive financial advisor to Healy Systems in this transaction.

About Franklin Electric

Franklin Electric is a global leader in the production and marketing of water and fuel pumping systems and is a technical leader in submersible motors, drives, controls, and monitoring devices.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward looking statements contained herein involve risks and uncertainties, including but not limited to, general economic and currency conditions, various conditions specific to the Company’s business and industry, market demand, competitive factors, changes in distribution channels, supply constraints, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Securities and Exchange Commission filings. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements.

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