-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WB3ZZEU0ci51OKdxOIEDqkg61D27tzlx0KS/vD4U81aVYwyEhAQCo+Rj/DSLxCU/ NzJBYpVYLxTK1ZXpZ4o5bA== 0001019687-03-001988.txt : 20030926 0001019687-03-001988.hdr.sgml : 20030926 20030926164113 ACCESSION NUMBER: 0001019687-03-001988 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030826 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN WIRELESS CORP CENTRAL INDEX KEY: 0000722572 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 953733534 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14891 FILM NUMBER: 03912922 BUSINESS ADDRESS: STREET 1: 733 LAKEFIELD RD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8053738688 MAIL ADDRESS: STREET 1: 733 LAKEFIELD ROAD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN TELECOMMUNICATIONS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ABM COMPUTER SYSTEMS DATE OF NAME CHANGE: 19870317 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATED BUSINESS MACHINES INC DATE OF NAME CHANGE: 19830802 8-K 1 franklin_8k-082603.txt 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: August 26, 2003 Franklin Wireless Corp. (Exact name of the Company as specified in its charter) California 0-11616 95-3733534 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 733 Lakefield Road, Westlake Village California, 91361 (Address of principal executive offices) The Company's telephone number, including area code: 805-373-8688 Franklin Telecommunications Corp. (Former name or former address, if changed since last report) Item 1. Changes in Control of the Company As a result of the merger transaction described in Item 2 below, the former shareholders of Accetio, Inc., a California corporation ("Accetio"), received 623,644,443 shares of Common Stock of the Company (previously known as Franklin Telecommunications Corp.), representing 80% of the outstanding shares after giving effect to the merger. As part of the same transaction, as provided in the Agreement and Plan of Merger, immediately upon completion of the merger the former management of Accetio, Inc. designated four persons to the Board of Directors, O.C. Kim, Nick Lim, Kwang Ho Kim and Jin Yong Lee. Frank Peters, Gary Rogers and Gary Nelson remain on the Board of Directors. Item 2. Acquisition or Disposition of Assets. On August 25, 2003, the Company, through a merger, acquired Accetio, Inc., a California corporation ("Accetio")engaged in the design and manufacture of wireless telephone equipment. Under the terms of the Agreement and Plan of Merger, the Company issued 623,644,443 shares of its Common Stock to the shareholders of Accetio, so that immediately after the merger the former shareholders of Accetio hold 80% of the outstanding shares of the combined entity. Each shareholder of Accetio received 34.1743 shares of Common Stock of the Company for each share of Common Stock of Accetio held by him. As part of the transaction, the Company's name was changed from "Franklin Telecommunications Corp." to "Franklin Wireless Corp." Item 7. Financial Statements and Exhibits Audited financial statements of Accetio will be filed within sixty days of the date the initial Report on Form 8-K is required to be filed. The following exhibits are filed herewith: Exhibit No. Description - ----------- ----------- 2 Amended and Restated Agreement and Plan of Merger, dated July 31, 2003, between Accetio, Inc. and Franklin Telecommunications Corp. 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 hereunto duly authorized. Franklin Wireless Corp., a California corporation By: /s/ Frank W. Peters ----------------------------- Chief Executive Officer Date: September 26, 2003 EX-2 3 franklin_8kex2.txt Exhibit 2 Endorsed-Filed in the Office of the Secretary of State of the State of California August 26, 2003 Kevin Shelley, Secretary of State AGREEMENT OF MERGER This Agreement of Merger is entered into between Franklin Telecommunications Corp., a California corporation (the "Surviving Corporation"), and Accetio, Inc., a California corporation (the "Merging Corporation"). 1. Merging Corporation shall be merged into Surviving Corporation. 2. Each outstanding share of Merging Corporation shall be converted to 34.1743 shares of Surviving Corporation. 3. The outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger. 4. Article I of the Restated Articles of Incorporation of the Surviving Corporation shall be amended to read in its entirety as follows: 1. The name of the corporation is: Franklin Wireless Corp. 5. Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger. 6. The effect of the merger and the effective date of the merger are as prescribed by law. IN WITNESS WHEREOF, the parties have executed this Agreement as of August 15, 2003. Franklin Telecommunications Corp. By: /s/ Frank W. Peters ----------------------------- President By: /s/ Helen West ----------------------------- Secretary Accetio, Inc. By: /s/ O.C. Kim ----------------------------- President By: /s/ O.C. Kim ----------------------------- Secretary FRANKLIN TELECOMMUNICATIONS CORP. OFFICERS' CERTIFICATE OF APPROVAL OF MERGER The undersigned, Frank Peters and Helen West, do hereby certify that: 1. They are the President and Secretary, respectively, of Franklin Telecommunications Corp., a California corporation ("the Company"). 2. The principal terms of the Agreement of Merger in the form attached to this Certificate providing for the merger of Accetio, Inc., a California corporation, with and into the Company, were duly approved by the Board of Directors of the Company. 3. The authorized capital stock of the Company consists of 900,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. There are 155,911,030 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued or outstanding. The votes of holders of more than fifty percent (50%) of the outstanding shares of Common Stock of the Company were required to approve the Agreement of Merger. 4. The Agreement of Merger was approved by the consent of the holders of more than fifty percent (50%) of the outstanding shares of Common Stock of the Company, which vote exceeded the vote required. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. IN WITNESS WHEREOF, the undersigned have executed this Certificate as of August 15, 2003. /s/Frank W. Peters ----------------------------- Frank W. Peters, President /s/Helen West ----------------------------- Helen West, Secretary ACCETIO, INC. OFFICERS' CERTIFICATE OF APPROVAL OF MERGER The undersigned, O.C. Kim, does hereby certify that: 1. He is the President and Secretary of Accetio, Inc., a California corporation ("Accetio"). 2. The Agreement of Merger in the form attached to this Certificate providing for the merger of Accetio with and into Franklin Telecommunications Corp., a California corporation, was duly approved by the Board of Directors of Accetio. 3. The authorized capital stock of Accetio consists of 40,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock. There are 18,248,931 shares of Common Stock outstanding, and no shares of Preferred Stock outstanding. A vote of more than fifty percent (50%) of the outstanding shares of Common Stock of Accetio was required to approve the Agreement of Merger. 4. The Agreement of Merger was approved by the consent of the holders of more than fifty percent (50%) of the outstanding shares of Common Stock of Accetio, which vote exceeded the vote required. The undersigned declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. IN WITNESS WHEREOF, the undersigned have executed this Certificate as of August 15, 2003. /s/ O.C. Kim ----------------------------- O.C. Kim, President /s/ O.C. Kim ----------------------------- O.C. Kim, Secretary -----END PRIVACY-ENHANCED MESSAGE-----