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 Commission File No. 1-9727
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August 28, 2001
Franklin Capital Corporation
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(Exact name of registrant specified in its charter)
Delaware 13-3419202
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
450 Park Avenue, 10th Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 486-2323
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Item 2. Acquisition of Assets
On September 5th, 2001, Franklin Capital Corporation announced that on August
28, 2001, Franklin and Sunshine Wireless, LLC have purchased the assets of
Winstar Radio Networks, Global Media and Winstar Radio Productions (collectively
"WRN") for a total purchase price of $6.25 million. Change Technology Partners a
public company that invests and manages technology and media companies provided
$2.25 million of senior financing for the deal. Franklin invested $2.65 million
through a subsidiary, eCom Capital, Inc. and will own in excess of 50% of the
new company on a fully diluted basis.
WRN, which is owned by Winstar New Media, a wholly owned subsidiary of Winstar
Communications, Inc. produces and syndicates programs and services heard on more
than 2,000 radio stations nationwide across most major formats. Through its
Global Media Sales unit, WRN also sells the advertising inventory radio stations
provide in exchange for the Winstar content.
The programming and content acquired by Franklin and Sunshine include prep
services as well as long form and short form programming. Additionally, Global
Media has a number of independent producer clients, which range from talk and
music programs to news and traffic services.
Item 7. Financial Statements and Exhibits
(a), (b) Neither audited nor unaudited financial statements are
currently available for the assets acquired by the Company
on August 28, 2001. Accordingly, it is not practicable to
provide the historical or pro-forma financial statements
required by Item 7 of Form 8-K at the time this Current
Report on Form 8-K is filed. The Company shall file the
required historical and pro-forma financial statements as
soon as they are available, but in no event later than the
time provided for under the applicable rules.
(c) Exhibits
99.1 Asset Purchase Agreement dated August 28, 2001.
99.2 Press Release dated September 5, 2001, announcing the
acquisition of the assets from Winstar Radio Networks.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FRANKLIN CAPITAL CORPORATION
By: /s/ Spencer L. Brown
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Spencer L. Brown
Senior Vice President
Dated: September 14, 2001
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Asset Purchase Agreement dated August 28, 2001.
99.2 Press Release dated September 5, 2001, announcing the
acquisition of the assets from Winstar Radio Networks.
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