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): December 4, 2001
FRANKLIN CAPITAL CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 1-9727 13-3419202
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Franklin Capital Corporation, a Delaware corporation (the "Company") and Change
Technology Partners, Inc., a Delaware corporation ("Change"), have entered into
an Agreement and Plan of Merger, dated as of December 4, 2001.
A more complete description of the Merger Agreement and the associated
transactions can be found in the press release attached hereto as Exhibit 99.1.
All investors are encouraged to read, carefully and in their entirety, the press
release and the copy of the Merger Agreement attached to this report as Exhibit
2.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as
of December 4, 2001, by and between
Change and Franklin.
99.1 Text of Press Release, issued December
5, 2001
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SIGNATURE
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
Date: December 5, 2001 By: /s/ Spencer L. Brown
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Spencer L. Brown
Senior Vice President
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of
December 4, 2001, by and between Change and
Franklin.
99.1 Text of Press Release, issued December 5,
2001.
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