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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): December 21, 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
Not Applicable
(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 3.02 Unregistered Sales of Equity Securities
On November 3, 2004, Franklin Capital Corporation ("Franklin") entered into a
Subscription Agreement with several accredited investors relating to the
issuance and sale by Franklin of shares of its common stock (the "Shares") and
five-year warrants (the "Warrants") to purchase additional shares of its common
stock (the "Warrant Shares") in one or more closings of a private placement (the
"Private Placement") exempt from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act").
On December 21, 2004, Franklin issued and sold to several accredited investors
an aggregate of 29,250 Shares and Warrants to purchase an aggregate of up to
14,625 Warrant Shares in a fourth closing of the Private Placement pursuant to
the terms of the Subscription Agreement. These issuances resulted in aggregate
gross proceeds to Franklin of $234,000, and no discount or commission was paid
by Franklin in connection with such issuances.
Each Warrant issued in connection with the Private Placement allows the holder
thereof to purchase Warrant Shares at an exercise price per Warrant Share equal
to 110% of the closing price of Franklin's common stock on the date of the
issuance of the Warrant. Each Warrant further specifies that Franklin may
require the holder thereof to exercise the Warrant in accordance with its terms
in the event that the average closing price of Franklin's common stock during
any period of five consecutive trading days exceeds 200% of the Warrant's
exercise price per share.
The foregoing issuances were made in reliance upon the exemption provided in
Section 4(2) of the Securities Act and the safe harbor of Rule 506 under
Regulation D promulgated under the Securities Act. No form of general
solicitation or general advertising was conducted in connection with the Private
Placement. Each of the Warrants and the certificates representing Shares and
Warrant Shares contain or will contain restrictive legends preventing the sale,
transfer or other disposition of such Shares, Warrant Shares or Warrants, unless
registered under the Securities Act, and each investor was informed by Franklin
of these restrictions prior to the issuance of the Shares and Warrants.
Item 7.01 Regulation FD Disclosure
On December 22, 2004, Franklin issued a press release announcing the issuance
and sale of Shares and Warrants in connection with the third closing of the
Private Placement. 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
1
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 December 22, 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/ Milton "Todd" Ault III
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Milton "Todd" Ault III
Chairman and Chief Executive Officer
Date: December 23, 2004
Index to Exhibits
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Exhibit No. Description of document
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99.1 Press release dated December 22, 2004