Schedule 13D Amendment No. 2

-----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, DfY5C1K9F+TSgySUwC2mJfizeuQwAvb2GS3axYKYaig2T0S4yvlRPgMEkQrmbKeP Kfe7xS6YCrdSkLnyMQD44Q== 0001193125-10-007050.txt : 20101123 0001193125-10-007050.hdr.sgml : 20101123 20100115124337 ACCESSION NUMBER: 0001193125-10-007050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100115 DATE AS OF CHANGE: 20101005 GROUP MEMBERS: BARRY J. LIPSKY GROUP MEMBERS: FRANK A. MUSTO GROUP MEMBERS: TOSHIHIDE HOKARI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRONIC PUBLISHERS INC CENTRAL INDEX KEY: 0000356841 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 222476703 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37836 FILM NUMBER: 10529609 BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PLAZA CITY: BURLINGTON STATE: NJ ZIP: 08016 BUSINESS PHONE: 6093862500 MAIL ADDRESS: STATE: NJ ZIP: 08016 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN COMPUTER CORP DATE OF NAME CHANGE: 19900510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saunders Acquisition Corp CENTRAL INDEX KEY: 0001477520 IRS NUMBER: 264656665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 BRIARWOOD COURT CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08850 BUSINESS PHONE: 609-509-3024 MAIL ADDRESS: STREET 1: 2 BRIARWOOD COURT CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08850 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Franklin Electronic Publishers, Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

3535109

(CUSIP Number)

Saunders Acquisition Corporation

Barry J. Lipsky

Toshihide Hokari

Frank A. Musto

c/o Barry J. Lipsky, 2 Briarwood Court,

Princeton Junction, New Jersey 08850 (609-509-3024)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

David A. Boillot, Esq., Reitler Kailas & Rosenblatt LLC,

885 Third Avenue, 20^th Floor, New York, NY 10022 (212-209-3050)

January 11, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO.: 3535109
1)	NAMES OF REPORTING PERSON Saunders Acquisition Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3)	SEC Use Only
4)	SOURCE OF FUNDS WC
5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER 0
		8)	SHARED VOTING POWER 2,741,126
		9)	SOLE DISPOSITIVE POWER 0
		10)	SHARED DISPOSITIVE POWER 2,741,126
11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,741,126
12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.7%(1)
14)	TYPE OF REPORTING PERSON CO

(1) The percentage is calculated based upon 8,386,299 shares of common stock outstanding as of December 30, 2009.


CUSIP NO.: 3535109
1)	NAMES OF REPORTING PERSON Barry J. Lipsky I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3)	SEC Use Only
4)	SOURCE OF FUNDS PF
5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER 352,119 (1)
		8)	SHARED VOTING POWER 2,741,126 (2)
		9)	SOLE DISPOSITIVE POWER 352,119 (1)
		10)	SHARED DISPOSITIVE POWER 2,741,126(2)
11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,245
12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.4%(3)
14)	TYPE OF REPORTING PERSON IN

(1) Represents 352,119 shares of common stock which may be acquired by Mr. Lipsky upon exercise of stock options.

(2) Represents 2,741,126 shares of common stock which Mr. Lipsky, in his capacities as the president and sole member of the board of directors of Saunders Acquisition Corporation, may be deemed to beneficially own.

(3) The percentage is calculated based upon 8,386,299 shares of common stock outstanding as of December 30, 2009.


CUSIP NO.: 3535109
1)	NAMES OF REPORTING PERSON Toshihide Hokari I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3)	SEC Use Only
4)	SOURCE OF FUNDS PF
5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER 25,000(1)
		8)	SHARED VOTING POWER 2,741,126 (2)
		9)	SOLE DISPOSITIVE POWER 25,000(1)
		10)	SHARED DISPOSITIVE POWER 2,741,126 (2)
11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,766,126
12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%(3)
14)	TYPE OF REPORTING PERSON IN

(1) Represents 25,000 shares of common stock which may be acquired by Mr. Hokari upon exercise of stock options.

(2) Represents 2,741,126 shares of common stock which Mr. Hokari, in his capacity as the secretary of Saunders Acquisition Corporation, may be deemed to beneficially own.

(3) The percentage is calculated based upon 8,386,299 shares of common stock outstanding as of December 30, 2009.


CUSIP NO.: 3535109
1)	NAMES OF REPORTING PERSON Frank A. Musto I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3)	SEC Use Only
4)	SOURCE OF FUNDS PF
5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER 15,000 (1)
		8)	SHARED VOTING POWER 2,741,126 (2)
		9)	SOLE DISPOSITIVE POWER 15,000(1)
		10)	SHARED DISPOSITIVE POWER 2,741,126 (2)
11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,756,126
12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%(3)
14)	TYPE OF REPORTING PERSON IN

(1) Represents 15,000 shares of common stock which may be acquired by Mr. Musto upon exercise of stock options.

(2) Represents 2,741,126 shares of common stock which Mr. Musto, in his capacity as the treasurer of Saunders Acquisition Corporation, may be deemed to beneficially own.

(3) The percentage is calculated based upon 8,386,299 shares of common stock outstanding as of December 30, 2009.

ITEM 1.

SECURITY AND ISSUER

This Schedule 13D Amendment No. 2 (this “Schedule 13D/A”) amends the Schedule 13D Amendment No. 1 of Saunders Acquisition Corporation, a Delaware corporation (“Saunders”), as filed with the SEC on January 5, 2010, and the Schedule 13D of Saunders, as filed with the SEC on December 21, 2009. This Schedule 13D/A relates to the common stock, $.01 par value (the “Common Stock”) of Franklin Electronic Publishers, Incorporated, Pennsylvania corporation (the “Company”). The address of the principal executive offices of the Company is One Franklin Plaza, Burlington, New Jersey 08016.

ITEM 2.

IDENTITY AND BACKGROUND


(a)		This Schedule 13D/A is being filed by Saunders, Barry J. Lipsky (“Mr. Lipsky”), Toshihide Hokari (“Mr. Hokari”) and Frank A. Musto (“Mr. Musto”, and together with Saunders and Messrs. Lipsky and Hokari, the “Reporting Persons”). The Reporting Persons are filing this Schedule 13D/A because they may be deemed to be a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the transactions described in Item 4 of this Schedule 13D/A. Except as expressly set forth in this Schedule 13D/A, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person.

(b)-(c)		Saunders is a Delaware corporation, its principal business is the acquisition of the Company in accordance with the transactions described in Item 4 of this Schedule 13D/A and the address of its principal office is 2 Briarwood Court, Princeton Junction, New Jersey 08850. The principal occupation of Mr. Lipsky, the President and sole director of Saunders, is President and Chief Executive Officer of the Company. The principal business office and address of Mr. Lipsky is c/o Franklin Electronic Publishers, Incorporated, One Franklin Plaza, Burlington, New Jersey 08016. The principal occupation of Mr. Hokari, the Secretary of Saunders, is the Senior Vice President and Chief Operating Officer of the Company. The principal business office and address of Mr. Hokari is c/o Franklin Electronic Publishers, Incorporated, One Franklin Plaza, Burlington, New Jersey 08016. The principal occupation of Mr. Musto, the Treasurer of Saunders, is the Vice President, Chief Financial Officer, Treasurer and Secretary of the Company. The principal business office and address of Mr. Musto is c/o Franklin Electronic Publishers, Incorporated, One Franklin Plaza, Burlington, New Jersey 08016.

(d)		During the last five (5) years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)		During the last five (5) years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, were or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Saunders is a Delaware corporation. Messrs. Lipsky and Musto are citizens of the United States of America. Mr. Hokari is a citizen of Japan.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Information set forth in Item 4 of this Schedule 13D/A is hereby incorporated in this Item 3 by reference.

The shares of Common Stock beneficially owned by Messrs. Lipsky, Hokari and Musto may be acquired by each of them upon exercise of stock options.

The shares of Common Stock beneficially owned by Saunders were acquired pursuant to (a) that certain Exchange Agreement, dated May 29, 2009 (the “May Exchange Agreement”), by and among Saunders, Messrs. Lipsky, Hokari, Musto and Howard L. Morgan (“Dr. Morgan”), James H. Simons (“Dr. Simons”), Marcy Lewis (“Ms. Lewis”) and Shining Sea Limited, an exempted company organized under the laws of the Island of Bermuda (“Shining Sea”), a copy of which is filed herewith as Exhibit 7.02 and incorporated herein by reference, and (b) that certain Exchange Agreement, dated September 11, 2009 (the “September Exchange Agreement,” and, together with the May Exchange Agreement, the “Exchange Agreements”), by and among Saunders and Julien David (“Mr. J. David”) and Morton David (“Mr. M. David”), a copy of which is filed herewith as Exhibit 7.03 and incorporated herein by reference. Pursuant to the Exchange Agreements, as described in greater detail in Item 6, each of Messrs. Lipsky, Hokari, Musto, J. David and M. David, Dr. Morgan, Dr. Simons, Ms. Lewis and Shining Sea have contributed their shares of Common Stock of the Company to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock, par value $0.01 per share of the Reporting Person (the “Series A Preferred Stock”). Pursuant to the Merger Agreement (as defined in Item 4), each Reporting Person has agreed to vote its shares of Common Stock of the Company in favor of the proposed Merger (as defined in Item 4).

In connection with the transactions described in Item 4, the Reporting Persons estimate that the total amount of funds necessary to acquire all of the Common Stock not currently owned by the Reporting Persons in the Merger and pay estimated fees and expenses will be approximately $14,477,000. In connection with the Revised Proposal (as defined in Item 4), (i) Mr. Lipsky has subscribed for 200,000 shares of Saunders’s Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred”), for an aggregate purchase price of $500,000, (ii) Dr. Morgan has subscribed for 400,000 shares of Series B Preferred for an aggregate purchase price of $1,000,000, and (iii) Mr. M. David has subscribed for 80,000 shares of Series B Preferred for an aggregate purchase price of $200,000 (collectively, the “Original Subscription Agreements”). Copies of the Original Subscription Agreements are filed herewith as Exhibit 7.04 and incorporated into this Item 3 by reference. On September 30, 2009, in connection with the proposed Merger, Noah Education Holdings Ltd. (“Noah”) has agreed to subscribe for 400,000 shares of Series B Preferred for an aggregate purchase price of $1,000,000 (the “Noah Subscription Agreement”). A copy of the Noah Subscription Agreement is filed herewith as Exhibit 7.05 and incorporated into this Item 3 by reference.

To the extent that any amounts are due or may be paid by the Reporting Persons or the surviving corporation in connection with the consummation of the Merger, such funds may be paid from generally available working capital of the surviving corporation.

ITEM 4.

PURPOSE OF TRANSACTION

On May 20, 2009, Messrs. Lipsky, Hokari and Musto, Dr. Morgan, Dr. Simons, Ms. Lewis and Shining Sea submitted a non-binding proposal (the “Original Proposal”) for a going-private transaction to the board of directors of the Company (the “Board of Directors”). A copy of the Original Proposal is filed herewith as Exhibit 7.06 and incorporated into this Item 4 by reference. On May 20, 2009, the Board of Directors formed a special committee of independent directors (the “Special Committee”) to consider the terms and conditions of the Original Proposal and to recommend to the Board of Directors whether to approve the Original Proposal. On September 11, 2009, Messrs. Lipsky, Hokari, Musto, J. David and M. David, Dr. Morgan, Dr. Simons, Ms. Lewis and Shining Sea submitted to the Special Committee a revised non-binding proposal for a going-private transaction (the “Revised Proposal”) which contemplated the merger (the “Merger”) of Saunders with and into the Company. A copy of the Revised Proposal is filed herewith as Exhibit 7.07 and incorporated into this Item 4 by reference.

On September 30, 2009, Saunders entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company, pursuant to which, subject to the receipt of shareholder approval and certain other conditions, Saunders will merge with and into the Company on the terms and conditions set forth in the Merger Agreement. Following the completion of the proposed Merger, the separate existence of Saunders will cease and the Company will be the corporation surviving the proposed Merger (the “Surviving Corporation”). On the effective date of the proposed Merger, all outstanding shares of Common Stock, other than shares held by Saunders, will be cancelled and will be converted into the right to receive $2.50 in cash, without interest. Vested stock options to purchase Common Stock of the Company with an exercise price of less than $2.50 will be settled for an amount equal to the product of (i) the number of shares of Common Stock of the Company subject to such stock option and (ii) the difference between $2.50 and the exercise price of such stock option. All vested options with an exercise price equal to or greater than $2.50 and unvested stock options will be cancelled without consideration.

The Company may terminate the Merger Agreement under certain circumstances, including if the Board of Directors determines in good faith that it has received an unsolicited bona fide Superior Proposal (as defined in the Merger Agreement), and otherwise complies with certain terms of the Merger Agreement. In connection with such termination, or a termination of the Merger Agreement under certain other circumstances, the Company must pay a fee of $650,000 to Saunders. In certain circumstances, the Merger Agreement provides for Saunders to pay to the Company a fee of $650,000 upon termination of the Merger Agreement. The Company is also required, under certain circumstances, to reimburse Saunders for its actual expenses if Saunders terminates the Merger Agreement due to the Company’s board of directors violating certain of the Merger Agreement’s covenants.

If the proposed Merger is consummated, the Common Stock of the Company would be eligible for termination of registration pursuant to Section 12(g) of the Exchange Act and the Common Stock of the Company would be delisted from the NYSE Amex Equities, and following the proposed Merger the Surviving Corporation will be controlled by Saunders.

As a result of the Exchanges (defined below in Item 6) effected by Messrs. Lipsky, Hokari, Musto, J. David and M. David, Ms. Lewis, Dr. Morgan, Dr. Simons and Shining Sea described in Item 6, Saunders now beneficially owns 2,741,126 shares of Common Stock, representing approximately 32.7% of the total outstanding votes of the Common Stock entitled to vote on the proposed Merger as a single class. The foregoing beneficial ownership calculation

does not include an aggregate of 392,119 shares of Common Stock that may be acquired upon the exercise of stock options currently held by Messrs. Lipsky, Hokari and Musto, which such stock options have per share exercise prices that are greater than $2.50. If the proposed Merger is consummated in accordance with the Merger Agreement, such stock options will be cancelled without consideration.

A proxy statement will be distributed to shareholders of the Company in connection with the proposed Merger. Shareholders of the Company should read the Company’s proxy statement and other relevant documents regarding the proposed Merger filed with the SEC when they become available because they will contain important information relevant to the decision to approve the proposed Merger. Shareholders will be able to receive these documents (when they become available), as well as other documents filed by the Reporting Person and its shareholders with respect to the proposed Merger, free of charge at the SEC’s web site, www.sec.gov.

Other than as set forth in the Merger Agreement, the Reporting Persons have no plans or proposals that relate to or would result in any of the events set forth in this Item 4 of Schedule 13D. However, if the proposed Merger is not consummated for any reason, the Reporting Persons intend to review continuously the Company’s business affairs, capital needs and general industry and economic conditions, and, based on such review, the Reporting Persons may, from time to time, determine to increase their ownership of Common Stock, approve an extraordinary corporate transaction with regard to the Company or engage in any of the events set forth in this Item 4 of Schedule 13D, except that the Reporting Persons currently have no intention of selling any shares of Common Stock.

The foregoing is a summary of the Merger Agreement and the proposed Merger and should not be construed as an offer to purchase shares of the Company’s Common Stock. The information set forth in response to this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 7.08, and is incorporated herein by reference.

ITEM 5.

INTEREST IN SECURITIES OF THE COMPANY.

(a) Saunders beneficially owns 2,741,126 shares of Common Stock, which represents approximately 32.7% of the Common Stock.

Mr. Lipsky beneficially owns 3,093,245 shares of Common Stock, which represents approximately 35.4% of the Common Stock, and includes 352,119 shares of Common Stock that may be acquired by Mr. Lipsky upon exercise of stock options at the exercise prices set forth in the table set forth below. If the proposed Merger is consummated in accordance with the Merger Agreement, the following stock options will be cancelled without consideration.


Number of Options		Exercise Price
36,000		$7.50
50,000		$7.50
30,000		$2.80
106,119		$3.50
30,000		$2.70
37,500		$3.84
37,500		$3.80
25,000		$3.82

Mr. Hokari beneficially owns 2,766,126 shares of Common Stock, which represents approximately, 32.9% of the Common Stock, and includes 25,000 shares of Common Stock that may be acquired by Mr. Hokari upon exercise of stock options at an exercise price of $2.95 per share. If the proposed Merger is consummated in accordance with the Merger Agreement, these stock options will be cancelled without consideration.

Mr. Musto beneficially owns 2,756,126 shares of Common Stock, which represents approximately, 32.8% of the Common Stock, and includes 15,000 shares of Common Stock that may be acquired by Mr. Musto upon exercise of stock options at an exercise price of $2.95 per share. If the proposed Merger is consummated in accordance with the Merger Agreement, these stock options will be cancelled without consideration.

The percentage of the Common Stock set forth for each Reporting Person in this Item 5 was calculated based upon 8,386,299 shares of common stock outstanding as of December 30, 2009.

(b) Messrs. Lipsky, Hokari and Musto may be deemed to share the power to vote and dispose of the 2,741,126 shares of Common Stock beneficially owned by Saunders.

Mr. Lipsky has the sole power to vote and dispose of 352,119 shares of Common Stock that may be acquired by Mr. Lipsky upon exercise of stock options. Mr. Lipsky, in his capacities as the president and sole member of the board of directors of Saunders, may be deemed to beneficially own 2,741,126 shares of Common Stock beneficially owned by Saunders.

Mr. Hokari has the sole power to vote and dispose of 25,000 shares of Common Stock that may be acquired by Mr. Hokari upon exercise of stock options. Mr. Hokari, in his capacity as the secretary of Saunders, may be deemed to beneficially own 2,741,126 shares of Common Stock beneficially owned by Saunders.

Mr. Musto has the sole power to vote and dispose of 15,000 shares of Common Stock that may be acquired by Mr. Musto upon exercise of stock options. Mr. Musto, in his capacity as the treasurer of Saunders, may be deemed to beneficially own 2,741,126 shares of Common Stock beneficially owned by Saunders.

(c) Except as disclosed in Item 6 below, none of the Reporting Persons have effected any transactions in any shares of Common Stock of the Company during the past 60 days.

(d) Saunders and Messrs. Lipsky, Hokari and Musto, may be deemed to share the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 2,741,126 shares of Common Stock beneficially owned by Saunders. Except as disclosed in the immediately preceding sentence, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Saunders.

No person other than Mr. Lipsky has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 352,119 shares of Common Stock that may be acquired by Mr. Lipsky upon exercise of stock options.

No person other than Mr. Hokari has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 25,000 shares of Common Stock that may be acquired by Mr. Hokari upon exercise of stock options.

No person other than Mr. Musto has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 15,000 shares of Common Stock that may be acquired by Mr. Musto upon exercise of stock options.

(e) Not applicable

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY.

Reference is made to the disclosure set forth under Item 3, Item 4 and Item 5 of this Schedule 13D/A, which disclosure is incorporated herein by reference. Except as disclosed in Item 3, Item 4 and Item 5 of this Schedule 13D/A, and except as otherwise described in this Item 6, to the best knowledge of each of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Pursuant to the Exchange Agreements:

•

On (a) December 2, 2009, Mr. Lipsky transferred 49,322 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock, and (b) December 4, 2009, Mr. Lipsky transferred 19,406 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

•

On (a) December 4, 2009, Mr. Hokari transferred 2,750 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock, (b) December 17, 2009, Mr. Hokari transferred 100 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock and (c) January 5, 2010, Mr. Hokari transferred 1,508 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

•

On (a) December 4, 2009, Mr. Musto transferred 2,200 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock, (b) December 7, 2009, Mr. Musto transferred 1,900 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock and (c) January 5, 2010, Mr. Musto transferred 1,206 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

•

On (a) December 2, 2009, Dr. Morgan transferred 34,000 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock, and (b) December 4, 2009, Dr. Morgan transferred 39,048

shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

•

On (a) December 2, 2009, Dr. Simons transferred 410,000 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock, and (b) December 4, 2009, Dr. Simons transferred 39,048 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

•

On December 4, 2009, Ms. Lewis transferred 300,000 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

•

On December 4, 2009, Shining Sea transferred 1,684,638 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

•

On December 29, 2009, Mr. J. David transferred 39,000 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

•

On December 30, 2009, Mr. M. David transferred 117,000 shares of Common Stock to the Reporting Person in exchange for an equal number of shares of Series A Preferred Stock.

The foregoing exchanges are sometimes referred to herein as the “Exchanges”.

As a result of the Exchanges, each of Messrs. Lipsky, Hokari, Musto, J. David and M. David, Dr. Morgan, Dr. Simons, Ms. Lewis and Shining Sea have no further right, title or interest as a shareholder of Company or in or to the shares of Common Stock exchanged for shares of Series A Preferred Stock by them.

Messrs. Lipsky, Hokari, Musto, J. David and M. David, Dr. Morgan, Dr. Simons, Ms. Lewis, and Shining Sea have also entered into a Stockholders’ Agreement, which will provide for the governance of the Surviving Corporation following the completion of the proposed Merger (the “Stockholders’ Agreement”). In connection with the purchase by Noah of shares of Series B Preferred pursuant to the Noah Exchange Agreement, Noah will execute a joinder agreement to the Stockholders’ Agreement.

Shining Sea and Noah entered into that certain Share Purchase Agreement, dated September 30, 2009 (the “Shining Sea Purchase Agreement”), a copy of which is filed herewith as Exhibit 7.09 and incorporated herein by reference. Pursuant to the Shining Sea Purchase Agreement, following the consummation of the proposed Merger, Shining Sea will sell to Noah 800,000 shares of Series A Preferred Stock received by Shining Sea in connection with the Exchanges for an aggregate purchase price of $2,000,000. Each of Shining Sea, Dynamic View Investments Limited, a British Virgin Islands limited liability company (“Dynamic”), and Global Wise Technologies Ltd., a British Virgin Islands limited liability company (“Global”), entered into that certain Share Purchase Agreement, dated September 30, 2009 (the “Noah Purchase Agreement”), a copy of which is filed herewith as Exhibit 7.10 and incorporated herein by

reference. Pursuant to the Noah Purchase Agreement, simultaneously with the closing of the Shining Sea Purchase Agreement, Dynamic and Global will sell to Shining Sea an aggregate of 365,630 Ordinary Shares of Noah for an aggregate purchase price of $1,999,996.10.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.01 Joint Filing Agreement, dated January 15, 2010, among Saunders Acquisition Corporation, Barry J. Lipsky, Toshihide Hokari and Frank A. Musto.

Exhibit 7.02 Exchange Agreement, dated May 29, 2009, among Saunders Acquisition Corporation, Barry J. Lipsky, Toshihide Hokari, Frank A. Musto, Howard L. Morgan, James H. Simons, Marcy Lewis and Shining Sea Limited.*

Exhibit 7.03 Exchange Agreement, dated September 11, 2009, among Saunders Acquisition Corporation, Julien David and Morton David.*

Exhibit 7.04 Subscription Agreements, dated September 11, 2009, between Saunders Acquisition Corporation and each of Barry J. Lipsky, Howard L. Morgan, James H. Simons and Morton David.*

Exhibit 7.05 Subscription Agreement, dated September 30, 2009, between Saunders Acquisition Corporation and Noah Education Holdings Ltd.*

Exhibit 7.06 Proposal dated May 20, 2009.*

Exhibit 7.07 Revised Proposal dated September 11, 2009.*

Exhibit 7.08 Agreement and Plan of Merger, dated September 30, 2009, between Franklin Electronic Publishers, Incorporated and Saunders Acquisition Corporation.*

Exhibit 7.09 Shining Sea Purchase Agreement, dated September 30, 2009, between Shining Sea Limited and Noah Education Holdings Ltd.*

Exhibit 7.10 Noah Purchase Agreement, dated September 30, 2009, among Shining Sea Limited, Dynamic View Investments Limited and Global Wise Technologies Ltd.*

*	Incorporated by reference on Schedule 13D filed with the SEC on December 21, 2009.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of: January 15, 2010


SAUNDERS ACQUISITION CORPORATION
By:		/s/ Barry J. Lipsky
Name:		Barry J. Lipsky
Title:		President



		/s/ Barry J. Lipsky
		Barry J. Lipsky



		/s/ Toshihide Hokari
		Toshihide Hokari



		/s/ Frank A. Musto
		Frank A. Musto

EX-99.7.01 2 dex99701.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 7.01

JOINT FILING AGREEMENT

Joint Filing Agreement, dated as of January 15, 2010, among Saunders Acquisition Corporation, Barry J. Lipsky, Toshihide Hokari and Frank A. Musto (each a “Party”, and collectively, the “Parties”).

Each Party represents to the other Party that it is eligible to use Schedule 13D to report its beneficial interest in shares of common stock, $0.01 par value, of Franklin Electronic Publishers, Incorporated beneficially owned and reported in the Schedule 13D to which this agreement is an exhibit (as the same may be amended from time to time and including all such amendments, “Schedule 13D”) by each of the Parties, and each of the Parties will file the Schedule 13D on behalf of itself.

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Parties to the extent it knows or has reason to believe that any information about the other Parties is inaccurate.


SAUNDERS ACQUISITION CORPORATION

By:		/s/ Barry J. Lipsky
Name:		Barry J. Lipsky
Title:		President



		/s/ Barry J. Lipsky
		Barry J. Lipsky



		/s/ Toshihide Hokari
		Toshihide Hokari



		/s/ Frank A. Musto
		Frank A. Musto

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January 15, 2010

Via Edgar Transmission and Federal Express

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop 3628

Attention: Perry Hindin, Esq.

Re:

Schedule 13D/A filed January 5, 2009

Filed by Saunders Acquisition Corporation

File No. 005-37836

Dear Mr. Hindin:

In response to an oral comment from you on January 11, 2009 with respect to Amendment No. 1 to Schedule 13D filed on January 5, 2009 by Saunders Acquisition Corporation (“Acquisition Company”), Acquisition Company has filed today Amendment No. 2 to its Schedule 13D initially filed on December 21, 2009, and Barry J. Lipsky, Toshihide Hokari and Frank A. Musto, the officers and directors of Acquisition Company (collectively with Acquisition Company, the “Reporting Persons”), have been added as joint Reporting Persons.

In addition, we have filed as EDGAR correspondence annexed to this letter a written acknowledgment from each of the Reporting Persons as requested.

If you have any questions regarding any of our responses, please feel free to call me at (212) 209-3058.

Very truly yours,

/s/ David A. Boillot

David A. Boillot

January 15, 2010

Via Edgar Transmission and Federal Express

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop 3628

Attention: Perry Hindin, Esq.

Re: Schedule 13D filed December 21, 2009

Filed by Saunders Acquisition Corporation

Schedule 13D/A filed January 5, 2009

Filed by Saunders Acquisition Corporation

File No. 005-37836

Dear Mr. Hindin:

Saunders Acquisition Corporation (“Acquisition Company”), together with Barry J. Lipsky, Toshihide Hokari and Frank A. Musto, the officers and directors of Acquisition Company (collectively with Acquisition Company, the “Reporting Persons”), have filed today Amendment No. 2 (the “Filing”) to the Schedule 13D initially filed by Acquisition Company on December 21, 2009. Each of the Reporting Persons acknowledges that (i) such Reporting Person is responsible for the adequacy and accuracy of the disclosure in the Filing; (ii) staff comments or changes made in response to staff comments do not foreclose the Commission from taking any action with respect to the Filing; and (iii) such Reporting Person may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

SAUNDERS ACQUISITION CORPORATION

By
/s/ Barry J. Lipsky

Name: Barry J. Lipsky

Title: President

/s/ Barry J. Lipsky

Barry J. Lipsky

/s/ Toshihide Hokari

Toshihide Hokari

/s/ Frank A. Musto

Frank A. Musto

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