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): June 1, 2006
FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-09318 | 13-2670991 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| One Franklin Parkway, San Mateo, California | 94403 | |
| (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):
| ¨ | 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 3.02 | Unregistered Sales of Equity Securities. |
On various dates from May 1, 2006 through June 1, 2006, holders of approximately $285,279,000 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 2,670,215 shares of the Company’s common stock, par value $0.10 per share, as described in the table below. A total of $574,000 in remaining principal amount of the LYONs was outstanding as of June 2, 2006.
| Date of Conversion |
Principal Amount of LYONs Converted |
Number of Common Stock Issued | |||
| May 1, 2006 |
$ | 206,000 | 1,928 | ||
| May 2, 2006 |
193,000 | 1,806 | |||
| May 3, 2006 |
15,000 | 140 | |||
| May 4, 2006 |
3,035,000 | 28,407 | |||
| May 5, 2006 |
1,040,000 | 9,734 | |||
| May 10, 2006 |
160,000 | 1,497 | |||
| May 11, 2006 |
4,000,000 | 37,441 | |||
| May 12, 2006 |
116,000 | 1,085 | |||
| May 15, 2006 |
923,000 | 8,639 | |||
| May 18, 2006 |
49,000 | 458 | |||
| May 24, 2006 |
239,000 | 2,237 | |||
| May 26, 2006 |
26,424,000 | 247,311 | |||
| May 30, 2006 |
23,958,000 | 224,249 | |||
| May 31, 2006 |
141,789,000 | 1,327,160 | |||
| June 1, 2006 |
83,132,000 | 778,123 | |||
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 (the “Conversion Rate”). Thereafter, as previously reported in subsequent press releases attached as Exhibit 99.1 to the Company’s Forms 8-K dated December 15, 2005, and March 17, 2006, respectively, the LYONs have continued to be eligible for conversion into shares of the Company’s common stock at the Conversion Rate.
As previously reported in a press released attached as Exhibit 99.1 to the Company’s Form 8-K dated May 19, 2006, the Company announced that it had issued a notice of redemption with respect to all of its outstanding LYONs and that, accordingly, the LYONs will be redeemed on June 5, 2006. The LYONs remained convertible into the Company’s common stock at the Conversion Rate until the close of business (5:00 p.m. Eastern Time) on June 1, 2006 (the “Conversion Deadline”). Following the Conversion Deadline, holders of LYONs that had not been converted only will be entitled to receive the redemption price in connection with the Company’s redemption. 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 remunerations were 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.
| FRANKLIN RESOURCES, INC. | ||||
| Date: June 2, 2006 | /s/ Barbara J. Green | |||
| Barbara J. Green Vice President, Deputy General Counsel and Secretary | ||||