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):
October 22, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
At a Special Meeting of Stockholders of Franklin Capital Corporation
(the "Company") held on October 22, 2004, the following persons were elected as
Directors of the Company: Brigadier General (Ret.) Lytle Brown III, Herbert
Langsam, Alice M. Campbell and Louis Glazer, as replacements for the following
Directors who did not stand for reelection: Stephen L. Brown, David T. Lender,
Irving Levine and Laurence I. Foster.
Following the Special Meeting, Stephen L. Brown resigned from his
positions as the Company's Chairman and Chief Executive Officer and Hiram M.
Lazar resigned from his positions as the Company's Chief Financial Officer and
Secretary. In order to fill the vacancies created by these resignations, the
newly elected Board of Directors elected Milton "Todd" Ault III to serve as the
Company's Chairman and Chief Executive Officer and Lynne Silverstein to serve as
the Company's President and Secretary.
Mr. Ault, age 34, has served as a director of the Company since June
23, 2004. He is the co-founder, in 1998, the controlling and managing member and
chief investment officer of Ault Glazer & Company Investment Management LLC
("Ault Glazer"), a private investment management firm headquartered in Santa
Monica, California that manages an estimated $15 million in individual client
accounts and private investment funds. Mr. Ault also serves on the board of
directors of Definitely for Kids, a philanthropic organization devoted to
assisting hearing-impaired children. Prior to founding Ault Glazer, Mr. Ault
served as a portfolio manager and regional institutional financial advisor for
Prudential Securities. Mr. Ault has also previously served as an institutional
account executive for Dean Witter Reynolds.
Ms. Silverstein, age 33, has been Chief Executive Officer of Ault
Glazer since October 2004. Prior thereto, she was Director of Operations since
January 2001, having joined Ault Glazer in January 1999 as a Manager. From
February 1996 to October 1998 she was employed by STV Communications, a media
content and preview kiosk company, serving as Marketing Director since February
1998. Ms. Silverstein received her B.S. in Communications from the University
of Miami.
A copy of the press release issued by the Company in connection with
the Special Meeting of Stockholders is attached hereto as Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99. Press Release dated October 25, 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
-------------------------------------------
Name: Milton "Todd" Ault III
Title: Chairman and Chief Executive Officer
Date: October 27, 2004