UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)
FRANKLIN CAPITAL CORPORATION
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
35252P105
(CUSIP Number)
with a copy to:
Steven J. Bodnar
Bodnar Capital Management LLC
680 Old Academy Road, Fairfield, CT 06824
(203) 255-3444
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 3, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 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 section 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. 35252P105
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
BODNAR CAPITAL MANAGEMENT LLC
56-2345469
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)
FRANKLIN CAPITAL CORPORATION
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
35252P105
(CUSIP Number)
with a copy to:
Steven J. Bodnar
Bodnar Capital Management LLC
680 Old Academy Road, Fairfield, CT 06824
(203) 255-3444
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 3, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 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 section 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. 35252P105
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
STEVEN J. BODNAR
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
6. Citizenship or Place of Organization: Connecticut
Number of 7. Sole Voting Power: 281,250
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each Reporting 9. Sole Dispositive Power: 281,250
Person With 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 281,250
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 26.9%
14. Type of Reporting Person (See Instructions): IA
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, $1.00 par value (the "Common
Stock"), issued by Franklin Capital Corporation (the "Issuer"), a Delaware
corporation, including shares of Common Stock issuable upon exercise of
five-year warrants (the "Warrants") to purchase additional shares of Common
Stock. The principal executive offices of the Issuer are located at 450 Park
Avenue, 29th Floor, New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this report are Steven J. Bodnar, who is a managing member of
Bodnar Capital Management, LLC ("BCM"), and BCM, the entity which purchased
187,500 shares of Common Stock of the Issuer, including 93,750 shares of Common
Stock issuable upon exercise of the Warrants.
The principal office and business address of Steven J. Bodnar and BCM is 680 Old
Academy Road, Fairfield, Connecticut 06824.
The principal business of Steven J. Bodnar and BCM is to invest in equity and
equity-related securities and other securities of any kind or nature.
Neither Steven J. Bodnar nor BCM have never been convicted in any criminal
proceeding, nor has BCM been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
they were or is now 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. BCM
is a Connecticut limited liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
BCM utilized its own available net assets to purchase the securities referred to
in this Schedule.
ITEM 4. PURPOSE OF TRANSACTION.
The securities referred to in this Schedule have been acquired by BCM for
investment purposes and not with the purpose or effect of changing or
influencing control of the Issuer. BCM acquired the securities in the ordinary
course of business and is holding the securities for the benefit of its
investors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
BCM owns 187,500 shares of Common Stock and warrants exercisable to purchase
93,750 shares of Common Stock, or 26.9% of the shares outstanding of the Issuer.
Mr. Bodnar has the power to vote and direct the disposition of all shares of
Common Stock owned by BCM.
No other transactions occurred within the last sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
No contracts, arrangements, understandings or similar relationships exist with
respect to the securities of the Issuer between Mr. Bodnar and BCM and any other
individual or entity, with the exception of the Securities Purchase Agreement
and Warrants pursuant to which BCM purchased the aforementioned securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
December 17, 2004
Bodnar Capital Management, LLC
/s/Steven J. Bodnar
----------------------------------------
Steven J. Bodnar
Managing Member
/s/Steven J. Bodnar
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Steven J. Bodnar