FRANKLIN TELECOMMUNICATIONS CORP.
SOME CORPORATE HISTORY
The predecessor to Franklin Telecom, Franklin Systems, was founded in 1975. At that
time, the founder, Frank Peters envisioned a series of products based on the new
personal computer technology which had not yet experienced a large growth rate. (This
was five years before IBM introduced the PC.) Experience at IBM and Jacquard
Systems, the first intelligent terminal maker, spawned these ideas. Franklin's first
product was a Store & Forward Message Switch designed for Telex and TWX. This
product was based on an S100 Bus personal computer, the forerunner of the PC.
Franklin was then purchased by Exxon and operated as a division of Exxon Enterprises,
Communications Systems Group for 3 years at which point the founder purchased the
company back from Exxon.
Franklin Telecom was incorporated in California in 1981. The company has always been
in the communications industry. Between 1984-1989 the company grew from zero to
$50 million in sales and purchased ABM Computer of Irvine in 1986 which was a public
company. In 1989, two divisions that represented $46 million in sales in the PC area
were sold off to concentrate on the communications end of the business. With focus on
our technical engineering, we have grown steadily, developing a sophisticated line of
routers, channel banks, and high speed network interface cards for Ethernet Novell
systems, etc. As a result, we can now provide virtually all of the components necessary
for the end-users operating the Internet.
HISTORY
1975 FRANKLIN was founded at the beginning of the personal computer industry and
has been developing and marketing communications technology since that time.
FRANKLIN's first product was a Store & Forward Message Switch designed for
automatically transmitting and receiving Telex and TWX international traffic. This product
was sold to First Interstate Bank, Wells Fargo, Bank of America, State Bank of India, the
American Armed Forces Radio & Television Service (DOD), just to name a few.
1980 Exxon Enterprises acquired Franklin for its store & forward message switching
software. FRANKLIN TELECOMMUNICATIONS CORP. was incorporated in 1981.
1983 The founder purchased the company back from Exxon in 1983 and started the PC
division of FRANKLIN, selling computers, disk drives and peripherals.
1986 Franklin Telecom became a public company in 1986 by acquiring ABM Computer
Systems, a public company manufacturing data communications boards in Irvine,
California. FRANKLIN Telecom combined ABM's hardware technology with an
experienced packet switching and protocol software development team to create the
MPP product line. FRANKLIN Datacom was formed to sell these proprietary products
via the sales channels being used by the other divisions. Franklin Datacom was
incorporated in 1988 and is held by FRANKLIN TELECOM.
1987 The Shamrock Mail Order division was formed in 1987 and grew at a rate of
$100,000 per month for 12 months. Shamrock sold the same products as the PC
division but under the Shamrock Label at a higher profit margin.
1989 Between 1985 and 1989 Franklin grew to $50 Million in sales from 3 divisions.
FRANKLIN Datacom enjoyed a 62% GPM, then and now, while the other two divisions
started losing money. During 1989, FRANKLIN Telecom divested itself of its operations
as an OEM supplier and Value Added Reseller of personal computers and related
products in order to concentrate on its Datacom business. The two divisions which
were sold were doing about $45 Million in sales and running at a small loss.
1990 After the divestitures in 1989, FRANKLIN Telecom remained liable for trade
accounts payable which amounted to about $3,000,000 in May 1991. By 1993, portions
of the largest debt were restructured into a long term royalty agreement and all other
debts were settled on a case to case basis.
1992 FRANKLIN Telecom filed an SEC Form 15 in late 1992 and ceased reporting in
order to save on auditing fees and a myriad of other expenses connected with reporting
to the SEC. Accordingly we have not filed any 10Q or 10K reports to the SEC since
then.
1993 As a result of a restructuring in 1990 and 1991 FRANKLIN Telecom cleaned up the
balance sheet and showed a net profit of $120,000 on operations for the 1993 fiscal
year.
1994 NASDAQ changed the trading symbol from "FTCO" to "FTEL" on Feb. 1, 1994
when the company did a one for ten stock split. There are approximately 10.5 million
shares outstanding. The Standard & Poors CUSIP number was changed from
354727-10-9 to 354727-20-8
1994 In Dec. 1994 Franklin acquired 99% of the shares, a manufacturing license and the
rights to two patents of LAN Performance Labs, a maker of Fast Ethernet Network
Interface Cards (NIC). FTC began shipping Fast Ethernet Network Interface boards in
Jan. 1995.
1995 Franklin Internet (FNet) is established as a new division of Franklin, providing direct
Internet Service, hardware to other Internet Service Providers.
1995 In May 1995 the company signed an Investment Banking Contract with M.H.
Meyerson.
1995 In September the company raised $1,000,000 in cash through a SEC Regulation D
section 504 Private Placement of 2,000,000 shares of common stock. There were also
2,000,000 warrants issued at $0.75 if exercised before March 24, 1996 and $1.25 after
March 24, 1996 which could raise an additional $1,500,000 if exercised before March 24
or $2,500,000 if exercised afterwards or a combination average of the two.
1996 Franklin formed a Joint Venture with StarComm of Huntington Beach CA. to
develop a combined Channel Bank and Modem product named the "Cyclone". In July
Franklin entered into a contract with GridNet division of World Com to take FNet national.
In April FTC entered into an agreement with DCI Telecom providing for DCI to raise
bridge capital for FNet. The contract term was April 16, 1996 through Sept. 18, 1996.
1996 In September the company raised $1,000,000 in cash through a SEC Regulation D
section 504 Private Placement of FTEL shares of common stock priced at $0.85 per
share.
1996 It is our intent, as soon as the audit for FY ending June 30, 1996 is complete for the
last three years, Franklin will file a Form 10 with the SEC to begin reporting again. There
are approximately 14 million shares outstanding. FRANKLIN now has no Bank debt and
the normal trade payable are all current. The cash to payables ratio is 20 to 1.
THE MARKET MAKERS FOR OUR STOCK ARE: NASDAQ OTC MARKET MAKERS FOR FTEL (FTC)
M. H. Meyerson Co.
Mr. Joe Schmidt
30 Montgomery St.
9th Floor
Jersey City, NJ 07302
Phone: 800-888-8118
Fax: 201-434-1008
Herzog
Mr. David Friedman
19495 Biscayne Blvd
Miami, FL 33180
Phone: 800-966-7022
FAX: 305-935-1591
Hill Thompson, Magid &
Co.
Harlan Sender
7900 Glades Rd. #640
Boca Raton, FL 33434
Phone: 800-450-2566
Fax: 407-477-3499
Paragon Capitol Corp.
Mr. Rob Ginsberg
Ms. Cheryl Colidge (Asst.)
2424 N. Federal Hwy.
Suite 266
Boca Raton, FL 33431
Phone: 800-521-8877
Fax: 407-394-4580
NAIB Trading
David Ginsberg
800 E. Cypress Creek Rd.
Suite 302
Ft. Lauderdale, FL 33334
Phone: 800-952-6559
Fax: 305-938-5290
Wilson Davis Co.
* Mr. Paul Davis
46 West 300 South
Suite 116
Salt Lake City, UT 84101
Phone: 801-532-1313
Fax: 801-578-2823
Troster Singer
Ms. Anne Matus
Mr. Ron Pasternack
Mr. John Beckert
Mr. Todd Goldring
Mr. Matthew Brand
10 Exchange Place
9th Floor
Jersey City, NJ 07302
Phone: 800-222-0890
Fax: 201-332-0176
William W. Frankel & Co.
Mr. Kevin Malone
Mr. Joe Dondadio
30 Montgomery Street
Suite 1410
Jersey City, NJ 07302
Phone: 800-631-3091
Fax: 201-434-4877
Wien Securities
Larry Wien
111 Pavonia Ave.
12th Floor
Jersey City, NJ 07310
Phone: 201-216-0100
Fax: 201-216-0991
Nash Weiss
Nick Ardito
30 Montgomery Street
Jersey City, NJ 07302
Phone: 800-526-3041
Fax: 201-432-4756
Mayer & Schweitzer Co
Mr. Alan Yoskowitz
111 Pavonia Ave. East
Jersey City, NJ 07310
Phone: 212-804-3333
Fax: 201-798-3647
Hill Thompson Capital
Markets
Mr. Phillippe de La Chapelle
437 Madison Ave.
NY, NY 10022-7001
Phone: 212-759-9080
(Unconfirmed)
Paragon Partners
Fax: 212-785-0469
OPERATIONS
FRANKLIN currently sells its products principally to "Fortune 500" companies, OEM's,
and the Federal Government through a small, technically oriented sales force.
FRANKLIN's current products are access level X.25 ("X-Dot-25") packet switches,
PAD's and concentrators that are used to facilitate the flow of information between
geographically separate data processing facilities such as bank ATM's, (Automatic
Teller Machines) local area networks (LANS), wide area networks (WANS), point of sale
equipment (retail stores), and personal computers. This protocol (X.25 and Frame
Relay) are of great use to banks and the like because they "Guarantee" accurate
delivery of the data.
The Company's manufacturing facility is combined with the Company's headquarters in
Westlake Village, California in a leased 10,000 square foot building. Board-level
assembly of the Company's proprietary Datacom products is contracted out to local
board assembly houses, with final systems assembly and testing completed at the
Company's facility. The Company's manufacturing operations consist primarily of
procurement, inspection and testing of components, final assembly of subsystems, and
extensive testing of finished products. Quality and reliability are emphasized in the
selection of components and in the assembly of final products. Accordingly, each of the
Company's products undergoes thorough quality inspection and testing throughout the
assembly process.
STRENGTHS:
COMMUNICATIONS TECHNOLOGY EXPERIENCE
Franklin has always had one basic premise: Open new frontiers in communications
technology by utilizing the PC and the microprocessor to its fullest. From Franklin's
inception, the toughest challenge has been in maintaining the flexibility of its product
capabilities. Because every piece of hardware in use today has its own particular
software conventions, the number of software and hardware combinations that
customers can implement is almost infinite. As a result, the Company has been tasked
with developing a vast number of interconnecting hardware and software solutions.
Franklin has developed over 300 software modules and 20 hardware co-processors and
interface boards. Most products are boards which plug into a PC (ISA, EISA, VESA, PCI
or Micro Channel Bus) and are 'Software Driven', i.e. there are never any
communication protocols or application code in firmware or in EPROM's which would
compromise the ability of FRANKLIN to update its products remotely. This last principle
allows FRANKLIN to upgrade its products by changing the software. These updates can
be accomplished from remote locations without sending technicians to the actual unit to
locate, remove and replace cards.
PROTECTION
Copyrights & Patents
The Company holds two major patents on hardware designs in the LAN transmission
area. The Company also holds copyrights on over 300 software programs and 20
hardware designs. These copyrights and patents plus the trade secrets form a
significant competitive advantage. Most of the engineering effort at the Company is in
software development and therefore copyrights are used for all software. The Company
relies principally on a combination of patent, contract, copyright and trade secret laws to
protect the company's proprietary interest in its products.
OWNERSHIP
FNet has 20 Million shares outstanding and is owned by FRANKLIN Telecom, 15.8M
shares, Frank Peters, 4M shares & Colin Patterson, .2M shares. FTC's stock is publicly
traded and the founder of FTEL. Approximately 30 percent of Telecom's stock is held by
the founder and his family. Five percent is held by Gandalf Technologies & four percent
by Mr. Colin Patterson, the co-founder of Gandalf Technologies.
PRODUCTS
FRANKLIN product lines are divided into the following groups.
PRODUCT DEVELOPMENT
The engineering staff at FRANKLIN has developed products which will expand our
market rather than trying to "capture" market share. This product line extension involves
building on the strengths of its MPP, or Multi-Protocol PAD, with products to allow the
MPP to connect with a broader variety of digital interfaces including T-1 transmission
lines, LAN's, and Voice.
The flexibility of these new products allows FRANKLIN to enhance existing customers'
equipment by providing a broader base of solutions. The goal is to develop a full line of
products in order to provide a modular growth path toward a full-feature data packet
switching platform, which allows access to any combination of public and/or private
networks. The continued development of products based on the IBM PC platform offers
customers the familiarity of commonplace hardware with system upgradability and
interchangeability to customize their data communications interfaces. All of the new
products will maintain the ease of field upgradability with respect to software and
firmware in a similar fashion to existing products.
The Company's current products consist of the following three groups:
1. Franklin Branch Node (FBN)
The Franklin Branch Node is a fully integrated T-1 packet/circuit switch and multiplexer
with LAN bridge/routing. The FBN is designed for small offices who need support for the
interconnection of data, voice, FAX and LAN. The new products the Company has
developed to make up the FBN line include:
A) The ICT-1 is a 24 channel CSU/DSX T-1 card with a Franklin Above Board Bus.
B) The ICC-4 is a 4 port Clear Channel Card that provides user access to the ICT-1.
C) The ICV-4 is a 4 port Voice Card with both MVIP and Franklin Above Board Buses.
It was designed to be compatible with the Company's existing line of MPPs. The FBN
provides customers with the ability to add to their connectivity solutions by upgrading
their existing Franklin equipment.
2. Multi-Protocol PAD, (Packet Assembler, Disassembler) Concentrator and Switch
(MPP):
Franklin manufactures a Multi-Protocol Switching PAD; which supports concurrently and
in any combination, the SNA/SDLC, 3270 and 3780 Bisync, Async, Burrough's
Poll/Select, Univac UTS, Honeywell VIP and the X.25 protocols. The Company also has
a Network Control Center which is designed to support a network of Franklin
Multi-Protocol PAD's (MPP's).
PAD is the acronym for Packet Assembler/Disassembler. A PAD takes data and groups
it into "packets" which are then sent across a transmission line. Another PAD, at the
receiving end, then takes the packets and disassembles them back into their original
data stream. Packetizing data provides users with more control over the transmission
process, as well as better error detection and correction.
Franklin's Network Access Products include: the EM3270, a powerful emulation
package, providing a PC application access to 32 host sessions simultaneously and in
shared memory. In addition to EM3270, Franklin also has the EMX25; which is a similar
package that provides multi-port access to an X.25 network from a PC application.
3. The D-Mark (D4) T1 Channel Bank
The D-Mark is a 24 port T1 line terminator that reduces branch office phone charges by
multiplexing phone, fax and modem traffic over a T1 line. On the T1 side the D-Mark
supports all types. On the PBX side, the D-Mark supports only loop start, not ground
start or E&M.
The D-Mark can support 8, 16 or 24 analog voice channels and can be ordered with a
built-in CSU/DSU or with a DSX interface for use with an external CSU/DSU. The
D-Mark is very easy to install. The D-Mark set-up software is on diskette and takes you
step by step through the Cross Point Switch Software configurations. Franklin offers
upgrades to stack multiple D-Mark Channel Banks. Franklin offers upgrades to
Frame-Relay or packet switched X.25. The D-Mark automatically recovers from a power
failure - without operator intervention.
FRANKLIN TELECOM PARTIAL CUSTOMER LIST
AMERICAN AIRLINES
AMERICAN EXPRESS
AT & T
AT & T BELL LABORATORIES
ATT INTERNATIONAL
BELL ATLANTIC
BELLCORE
BENDIX FIELD ENG. CORP.
BOEING COMPUTER SUPPORT MPP
C & P TELEPHONE
CAP GEMINI SESA ITALIA MPP
CITIBANK
COMPUTER SCIENCES CORP.
COMSAT SYSTEMS DIVISION
TANDEM COMPUTERS
CONTEL ASC
FIFTH THIRD BANK
FIRST BOSTON CORP.
GANDALF TECHNOLOGIES
GENERAL DATACOM INTERNATIONAL
GRAPHNET
GTE SYSTEMS DIV.
HEWLETT PACKARD - FRANCE
HUGHES AIRCRAFT
IBM FRANCE
IBM U.S.
INFOTRON/GANDALF U.K.
INTERVOIC
ITT DEFENSE COMM. DIV.
KENNY CO., INC.
KIDDER, PEABODY & CO., INC.
MOTOROLA, INC G.E.G.
NAVAL OCEAN SYSTEMS SD
NCR
NEW JERSEY BELL
NORCAL
NORTHERN TELECOM, INC.
NY Stock Exchange
ORACLE
PRICE COMPANY
QUOTRON SYSTEMS, INC.
REUTERS INFO SERVICES, INC.
REVCO, D.S., INC.
SCHLUMBERGER
SEER TECHNOLOGIES, INC.
SESA ITALIA S.P.A.
SHEARSON LEHMAN
SMS DATA PRODUCTS GROUP
SEMI-KINETICS
STANDARD & POORS TRADING
STOCKMATE
SYNC SATELLITE SYSTEMS, INC.
TELEKURS (N. AMERICA) INC.
US GEOLOGICAL SURVEY
UNITED HEALTH CARE, CANADA
US BUREAU OF LAND MANAGEMENT
US ARMY CORP OF ENGINEERS
US NAVY EOC |
