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) SEPTEMBER 15, 2004
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FRANKLIN CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
811-05103 13-3419202
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(Commission File Number) (IRS Employer Identification No.)
450 PARK AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 486-2323
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] 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))
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
On September 21, 2004, Franklin Capital Corporation ("Franklin")
issued a press release (the "Press Release"), as required by the American Stock
Exchange pursuant to its notice to Franklin dated September 15, 2004. The Press
Release is filed herewith as an exhibit and is incorporated by reference herein.
ITEM 8.01 OTHER EVENTS
The Press Release is incorporated by reference herein.
ADDITIONAL INFORMATION
In connection with the restructuring plan referenced in the
attached press release, Franklin filed a preliminary proxy statement with the
Securities and Exchange Commission (the "SEC") on July 30, 2004, concerning the
transactions contemplated by the restructuring plan, and will be filing
amendments to the preliminary proxy statement, as well as other relevant
documents, concerning the transactions contemplated by the restructuring plan
with the SEC. STOCKHOLDERS OF FRANKLIN ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT, ANY AMENDMENTS TO THE PRELIMINARY PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
DO, OR WILL, CONTAIN IMPORTANT INFORMATION. Investors and security holders can
obtain free copies of the preliminary proxy statement, any amendments to the
preliminary proxy statement and other documents when they become available by
contacting Franklin Capital Corporation at 450 Park Avenue, New York, New York
10022, or at 212 486-2323. In addition, documents filed with the SEC by Franklin
will be available free of charge at the SEC's web site at http://www.sec.gov.
Ault Glazer & Company Investment Management LLC ("Ault Glazer"),
Franklin and their respective executive officers and directors may be deemed to
be participants in the solicitation of proxies from the stockholders of Franklin
in favor of the transactions contemplated by the restructuring plan. Information
about the executive officers and directors of Franklin and their ownership of
Franklin stock is set forth in the preliminary proxy statement that was filed by
Franklin with the SEC. Certain directors and executive officers of Franklin may
have direct or indirect interests in the transactions contemplated by the
restructuring plan due to securities holdings, pre-existing or future
indemnification arrangements or vesting of options, or, in the case of Mr.
Stephen Brown, rights to certain severance payments following these
transactions. Information about Ault Glazer and Mr. Milton "Todd" Ault III can
be found in Schedule 13Ds filed with the SEC since May 2004. Additional
information regarding Ault Glazer, Franklin and the interests of their
respective executive officers and directors in the transactions contemplated by
the restructuring plan are contained in the preliminary proxy statement
regarding these transactions that was filed by Franklin with the SEC, and will
be contained in any amendments to the preliminary proxy statement regarding
these transactions that will be filed by Franklin with the SEC.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press release, dated September 21, 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/ Stephen L. Brown
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Name: Stephen L. Brown
Title: Chairman and Chief Executive Officer
Date: September 21, 2004
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated September 21, 2004.
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