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) July 25, 2006
Franklin Electronic Publishers, Incorporated
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-13198 | 22-2476703 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| One Franklin Plaza, Burlington, New Jersey | 08016-4907 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (609)386-2500
(Former name or 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 25, 2006, Franklin Electronic Publishers, Incorporated (the “Registrant”) entered into a Share Sale and Transfer Agreement (the “Share Agreement”) and Earn Out Agreement (the “Earn Out Agreement”) with Kreutzfeldt Electronic Publishing GmbH, a limited liability company incorporated under the laws of Germany (“Kreutzfeldt”), to purchase 100% of the outstanding shares of Kreutzfeldt for a cash purchase price of €500,000 (approximately $629,000) subject to an additional payment by the Registrant of up to €1,550,000 (approximately $1,950,000) based upon Kreutzfeldt earnings from April 1, 2007 through March 31, 2017. The additional payments pursuant to the Earn Out Agreement will be 50% in cash and 50% in common stock of the Registrant, as valued in the Share Agreement, until the proportion of cash to stock as determined by the total consideration paid by Registrant (including the initial purchase price) consists of 75% cash and 25% common stock of the Registrant. Thereafter, the additional payment will be 75% in cash and 25% in common stock of the Registrant.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
| 99.1 | Press Release, dated July 27, 2006. |
Signature
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 Electronic Publishers, Incorporated | ||||
| Date: July 27, 2006 | By: | /s/ Arnold Levitt | ||
| Name: | Arnold D. Levitt | |||
| Title: | Senior Vice President, Chief Financial Officer | |||