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): December 22, 2005
FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-09318 |
13-2670991 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) | ||||||
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of incorporation) |
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One Franklin Parkway, San Mateo, California |
94403 |
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(Address of principal executive offices) |
(Zip Code) | ||
Registrant’s telephone number, including area code: (650) 312-3000
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.02 |
UNREGISTERED SALES OF EQUITY SECURITIES. |
On various dates between October 1, 2005 and December 22, 2005, holders of approximately $341,979,000 in aggregate principal amount of the Liquid Yield Option Notes due 2031 (Zero Coupon-Senior) (the “LYONs”) of Franklin Resources, Inc. (the “Company”) converted the LYONs into an aggregate of 3,201,043 shares of its common stock, par value $.10 per share, as described in the table below. There is $529,065,000 in remaining principal amount of LYONs as of December 22, 2005.
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Date of Conversion |
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Principal Amount |
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Common |
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October 03, 2005 |
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15,000 |
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139 |
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October 12, 2005 |
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2,000 |
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18 |
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October 17, 2005 |
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14,000 |
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131 |
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October 31, 2005 |
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8,000 |
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74 |
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October 31, 2005 |
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3,000 |
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28 |
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November 22, 2005 |
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4,000 |
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37 |
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November 23, 2005 |
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13,000 |
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121 |
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November 29, 2005 |
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1,000,000 |
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9,360 |
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November 29, 2005 |
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123,000 |
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1,151 |
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December 06, 2005 |
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30,000 |
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280 |
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December 07, 2005 |
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717,000 |
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6,711 |
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December 09, 2005 |
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4,283,000 |
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40,090 |
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December 09, 2005 |
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3,809,000 |
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35,652 |
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December 09, 2005 |
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4,904,000 |
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45,902 |
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December 15, 2005 |
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2,000 |
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18 |
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December 15, 2005 |
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16,934,000 |
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158,507 |
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December 19, 2005 |
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600,000 |
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5,616 |
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December 20, 2005 |
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147,000 |
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1,375 |
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December 21, 2005 |
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220,236,000 |
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2,061,495 |
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December 22, 2005 |
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89,135,000 |
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834,338 |
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As previously reported in a press released attached as exhibit 99.1 to the Company’s Form 8-K dated September 16, 2005, commencing October 1, 2005, the LYONs became eligible for conversion into shares of the Company’s common stock at a rate of 9.3604 shares of common stock per $1,000 principal amount of LYONs surrendered for conversion. Holders may convert their LYONs into shares of the Company’s common stock at any time before 5:00 p.m. Eastern Time on December 31, 2005. The LYONs were issued in May 2001.
The shares of common stock were issued solely to holders of the LYONs upon conversion of the LYONs pursuant to the exemption from registration provided under Section 3(a)(9) of the
Securities Act of 1933, as amended, which is available since the shares of common stock were exchanged by the Company with its existing security holders exclusively where no commission or other renumeration was paid or given directly or indirectly for soliciting such an exchange.
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.
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FRANKLIN RESOURCES, INC. |
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Date: December 23, 2005 |
/s/ Kenneth A. Lewis |
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Kenneth A. Lewis |
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Vice President and Treasurer |
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