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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): September 30, 2002
FRANKLIN CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-9727 13-3419202
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(Commission File Number) (I.R.S. Employer Identification No.)
450 PARK AVENUE, 10TH FLOOR
NEW YORK, NEW YORK 10022
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(Address of Principal Executive offices) (Zip Code)
(212) 486-2323
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(Registrant's Telephone Number, Including Area Code
NOT APPLICABLE
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(Former Name or Former Address, if changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On Monday, September 30, 2002, Excelsior Radio Networks, Inc.
("Excelsior"), a subsidiary of Franklin Capital Corporation (the "Company"),
refinanced $2,250,000 of indebtedness owing to Change Technology Partners, Inc.
("Change") pursuant to a note entered into by Excelsior in favor of Change on
August 28, 2001. The refinancing was funded by Sunshine II, LLC ("Sunshine"),
another shareholder of Excelsior, pursuant to a Credit Agreement dated as of
September 30, 2002 between Excelsior and Sunshine. The obligations under the
Credit Agreement are guaranteed by Dial Communications Global Media, Inc.
("Dial"), a subsidiary of Excelsior, and secured by all of the accounts
receivable and proceeds of accounts receivable of Excelsior and Dial. In
connection with the refinancing, Excelsior issued to Sunshine a warrant for the
purchase of 816,551 shares of Excelsior common stock, $.01 par value, at a
strike price of $1.20 per share. The warrant expires September 30, 2012. In
addition, Excelsior issued to the Company a warrant for the purchase of 74,232
shares of Excelsior common stock, having the same strike price and expiration
date as the warrant referred to above. In connection with the refinancing,
Phoenix Enterprises LLC ("Phoenix") and Sunshine also agreed to extend until
October 31, 2002 the maturity of $750,000 in aggregate principal amount of
indebtedness of Excelsior owing to Phoenix and Sunshine.
In a related transaction, Sunshine purchased from the Company 773,196
shares of the common stock of Excelsior for an aggregate purchase price of
$1,500,000, pursuant to a stock purchase agreement between Sunshine and
Franklin. After giving effect to the purchase of the common stock, Sunshine owns
approximately 30.9% and the Company owns 59.1% of the issued and outstanding
common stock, and voting power, of Excelsior. On a fully diluted basis, after
giving effect to the exercise of all of the outstanding warrants, including the
warrants referred to above, and the conversion of Sunshine's outstanding
preferred stock of Excelsior into common stock, Sunshine and the Company own a
total of approximately 57.0% and 29.3%, respectively, of the common stock of
Excelsior. The remaining common stock of Excelsior is owned by Change. In
addition, on or before the earlier of November 30, 2002 and the next annual
meeting of Excelsior, the Company and Sunshine have agreed, based on the current
fully diluted stock ownership, to vote their shares of common stock of Excelsior
to cause the election to the board of directors of Excelsior of two designees of
the Company and five designees of Sunshine.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a, b. Not applicable.
c. Exhibits:
10.1 Credit Agreement dated as of September 30, 2002 between Excelsior and
Sunshine.
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10.2 Stock Purchase Agreement dated as of October 3, 2002 between the
Company and Sunshine.
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SIGNATURE
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 thereunto duly authorized.
FRANKLIN CAPITAL CORPORATION
Date: October 8, 2002 By: /s/ Stephen L. Brown
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Stephen L. Brown
Chairman
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EXHIBIT INDEX
10.1 Credit Agreement dated as of September 30, 2002 between Excelsior and
Sunshine.
10.2 Stock Purchase Agreement dated as of October 3, 2002 between the
Company and Sunshine.