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) AUGUST 26, 2004
------------------------
FRANKLIN CAPITAL CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
811-05103 13-3419202
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
450 PARK AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 486-2323
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
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 (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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 26, 2004, Franklin Capital Corporation ("Franklin") and
Ault Glazer & Co. Investment Management LLC ("Ault Glazer") entered into an
amendment (the "Amendment") to the Letter of Understanding (the "Letter of
Understanding"), dated June 23, 2004, previously entered into by Franklin and
Ault Glazer. The Letter of Understanding was filed as Exhibit 99.2 to the
current report on From 8-K, filed with the Securities and Exchange Commission
(the "SEC") on June 24, 2004.
Under the terms of the Amendment, the Letter of Understanding has
been amended to extend the termination dates for the Letter of Understanding so
that the Letter of Understanding will terminate upon the earliest to occur of
(i) the date upon which Franklin and Ault Glazer mutually agree in writing to
terminate the Letter of Understanding, (ii) October 1, 2004, in the event that
Franklin has not mailed the proxy statement contemplated by the Letter of
Understanding to its stockholders as of such date, or (iii) November 31, 2004.
The Amendment is filed herewith as an exhibit and is incorporated
by reference herein.
ADDITIONAL INFORMATION
In connection with the transactions contemplated in the Letter of
Understanding, Franklin filed a preliminary proxy statement with the SEC on July
30, 2004, concerning the transactions, and will be filing amendments to the
preliminary proxy statements, as well as other relevant documents, concerning
the transactions 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, 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 in the
Letter of Understanding. 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 in the Letter of Understanding due to
securities holdings, pre-existing or future indemnification arrangements or
vesting of options, or, in the case of Mr. Brown, rights to certain severance
2
payments following these transactions. Information about Ault Glazer and Mr.
Ault 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 in the Letter of Understanding 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Amendment to Letter of Understanding, dated August 26, 2004, between
Franklin and Ault Glazer.
3
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
----------------------------------------
Name: Stephen L. Brown
Title: Chairman and Chief Executive
Officer
Date: August 27, 2004
4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Amendment to Letter of Understanding, dated August 26, 2004,
between Franklin and Ault Glazer.
5