-----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, LB1AOErvOAodWyzQjKGyGhe3nFg6qGPuTPV1qITCGedt/DJszq6c7qc1hInEcAmJ ppbDGXaVmIYlz/T1gCRtVA== 0000910680-96-000113.txt : 19960508 0000910680-96-000113.hdr.sgml : 19960508 ACCESSION NUMBER: 0000910680-96-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960426 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960507 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROFRAME INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 222413505 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 96557115 BUSINESS ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 8-K 1 FORM 8-K DATE OF REPORT 4/26/96 ================================================================================ 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): April 26, 1996 MICROFRAME, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 0-13117 22-2413505 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) 21 Meridian Road Edison, New Jersey 08820 (Address of Principal Executive Offices) (Zip Code) (908) 494-4440 (Registrant's telephone number, including area code) ================================================================================ This Current Report on Form 8-K is filed by MicroFrame, Inc., a New Jersey corporation (the "Company"), in connection with the matters described herein. ITEM 5. OTHER EVENTS On April 26, 1996, the Company announced that it has sold for an aggregate purchase price of $1,055,000 to accredited investors 844,000 shares of Common Stock, 844,000 Class A Warrants exercisable during a four year period for a like number of shares of Common Stock at an exercise price of $1.50 per share and 844,000 Class B Warrants exercisable during a four year period for a like number of shares of Common Stock at an exercise price of $2.00 per share. Since the announcement, the Company subsequently has sold an additional 16,000 shares of Common Stock, Class A Warrants and Class B Warrants. The proceeds of the private placement will be used for working capital purposes, including new product development. Certain individuals and corporations, including certain officers and directors of the Company, have the right to purchase up to an additional 684,550 shares of Common Stock, Class A Warrants and Class B Warrants on the same terms and conditions as the investors in this private placement. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. --------- 99 Press Release dated April 26, 1996. -2- 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. Date: May 7, 1996 MICROFRAME, INC. By: /s/ STEPHEN B. GRAY ------------------------------ Stephen B. Gray, President and Chief Operating Officer -3- EXHIBIT INDEX Exhibit No. Page - ----------- ---- 99 Press Release dated April 26, 1996. -4- EX-99 2 PRESS RELEASE Exhibit 99 MICROFRAME, INC. ANNOUNCES PRIVATE PLACEMENT Edison, New Jersey - April 26, 1996 - MicroFrame, Inc. (OTC - NASDAQ SmallCap: MCFR), announced today that it has sold for an aggregate purchase price of $1,055,000 to accredited investors 844,000 shares of Common Stock, 844,000 Class A Warrants exercisable during a four year period for a like number of shares of Common Stock at an exercise price of $1.50 per share and 844,000 Class B Warrants exercisable during a four year period for a like number of shares of Common Stock at an exercise price of $2.00 per share. The proceeds of the private placement will be used for working capital purposes, including new product development. Certain individuals and corporations, including certain officers and directors of the Company, have the right to purchase up to an additional 684,550 shares of Common Stock, Class A Warrants and Class B Warrants on the same terms and conditions as the investors in this private placement. The Company develops and markets a wide range of hardware and software products and systems that provide security, network management and remote telemaintenance for voice and data communications networks. The Company has established a worldwide customer base which includes major US and non-US telecommunications providers, PBX vendors, financial institutions, Fortune 500 companies and numerous government agencies. The Company has more than 2,000 installations across North America, South America, Europe and the Pacific Rim. -5- -----END PRIVACY-ENHANCED MESSAGE-----