UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
August 3, 2004
FRANKLIN CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9727 13-3419202
(State or Other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
450 Park Avenue, 20th Floor
New York, N.Y. 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 486-2323
FORWARD LOOKING STATEMENTS
Certain statements in this Form 8-K, including statements prefaced by the
words "anticipates", "estimates", "believes", "expects" or words of similar
meaning, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
ITEM 5. OTHER EVENTS.
Franklin Capital Corporation (the "Corporation") has been advised by
Milton "Todd" Ault ("Ault") that Ault Glazer & Company Investment Management LLC
("Ault Glazer"), a private investment management firm headquartered in Santa
Monica, California, currently is in the process of purchasing additional shares
of common stock of the Company in the open market and may increase its holdings
to up to 49% of the outstanding common stock.
Ault and Ault Glazer previously stated their intentions to take control of
the Company in Amendment No. 4 to their original filing with the SEC on Schedule
13D, filed on June 2, 2004, and in each of their subsequent filings with the
SEC. Likewise, the Company previously reported in its preliminary proxy
statement filed with the SEC on July 30, 2004 that Ault Glazer, Ault and other
related parties collectively indirectly beneficially own or control
approximately 35.3% of the Company's outstanding common stock.
A copy of the press release issued by the Company in connection with
the actions of Ault Glazer is attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99. Press Release dated August 3, 2004.
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: August 3, 2004