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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 28, 2004
FRANKLIN CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 811-05103 13-3419202
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
100 Wilshire Boulevard, 15th Floor, Suite 1500
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (310) 752-1416
450 Park Avenue, 20th Floor
New York, New York 10022
(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 240.13e-4(c))
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Item 4.01 Changes in Registrant's Certifying Accountant
As previously reported in the current report on Form 8-K filed by Franklin
Capital Corporation ("Franklin") with the Securities and Exchange Commission
(the "SEC") on July 9, 2004, Ernst & Young LLP ("E&Y") informed Franklin on July
6, 2004 that, due to economic reasons, E&Y would not stand for re-election as
Franklin's independent accountants for the year ending December 31, 2004 and
that the client-auditor relationship between Franklin and E&Y would cease upon
the filing of Franklin's quarterly report on Form 10-Q for the quarterly period
ended June 30, 2004.
As a result of E&Y's resignation, on October 28, 2004, Franklin engaged
Rothstein, Kass & Company, P.C. ("Rothstein Kass") to serve as Franklin's
independent accountants for the fiscal year ending December 31, 2004. Prior to
this engagement, Rothstein Kass had not performed any services on behalf of
Franklin or been consulted in respect of Franklin during Franklin's two most
recent fiscal years or any subsequent interim period.
Item 7.01 Regulation FD Disclosure
On October 29, 2004, Franklin issued a press release announcing its intention to
liquidate its current investment portfolio. A copy of that press release is
being furnished as Exhibit 99.1 to this current report on Form 8-K.
The information in this Item 7.01 of this current report on Form 8-K, together
with the information in Exhibit 99.1, is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. Such
information shall not be deemed incorporated by reference into any registration
statement or other document filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release issued on October 29, 2004
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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 CAPITAL CORPORATION
By: /s/ Milton "Todd" Ault III
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Milton "Todd" Ault III
Chairman and Chief Executive Officer
Date: November 3, 2004
Index to Exhibits
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Exhibit No. Description of document
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99.1 Press release dated October 29, 2004