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 29, 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))
ITEM 1.02 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 29, 2004, Franklin Capital Corporation ("Franklin"), entered into a
Common Stock Purchase Agreement with certain shareholders of DigiCorp (the
"Agreement"), to purchase an aggregate of 3,453,527 shares of DigiCorp common
stock. Of such shares, 2,229,527 shares were purchased for $.135 per share on
December 29, 2004, 100,787 shares were purchased for $.145 on December 29, 2004.
Franklin agreed to purchase an additional 1,224,000 shares of DigiCorp common
stock from the selling shareholders at such time as the shares are registered
for resale with the Securities and Exchange Commission. The purchase price for
such shares shall be $.135 or $.145 per share, depending on when the closing
occurs. Digicorp's common stock is traded on the OTC Bulletin Board.
In connection with the Agreement, Franklin is entitled to designate two members
to the Board of Directors of Digicorp. Franklin's first designee, Melanie
Glazer, was appointed on December 29, 2004.
ITEM 7.01 REGULATION FD DISCLOSURE
On December 30, 2004, Franklin issued a press release announcing the purchase of
DigiCorp common stock. 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 incorporated by reference into any registration
statement or other document filed with the SEC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Common Stock Purchase Agreement, dated as of December 29, 2004, between
Franklin Capital Corporation and certain selling stockholder.
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: January 4, 2005
Index to Exhibits
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Exhibit No. Description of document
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10.1 Common Stock Purchase Agreement, dated as of December 29,
2004, between Franklin Capital Corporation and certain selling
stockholder.
99.1 Press release dated December 22, 2004