8-K/A: Current report filing
Published on January 3, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 30, 2004
------------------------------------------------
Date of Report (Date of earliest event reported)
DIGICORP
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Utah 0-33067 87-0398271
------------------------------- ------------------------ ----------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1206 W. South Jordan Parkway, Unit B South Jordan, UT 84095
------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 566-3000
----------------------------------------------------
(Registrant's telephone number, including area code)
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))
Section 5-Corporate Governance and Management and Section 8-Other Events
ITEM 5.01: Changes in Control of Registrant; Item 5.02 Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers;
and Item 8.01 Other Events
The directors of DigiCorp ("Company") along with several other shareholders
entered into an Agreement with Franklin Capital Corporation ("Franklin") to sell
2,229,527 common shares in the Company. The directors of the Company Gregg B.
Colton, Don J. Colton, Norman Sammis and Glenn W. Stewart agreed to sell 80% of
their common stock in the Company at $.135 per share. Another shareholder that
was not a principal shareholder or director of the Company sold 100% of his
common stock in the Company at $.145 per share. The directors and shareholders
under the agreement agreed to sell an additional 1,224,000 common shares to
Franklin upon the shares being registered with the Securities and Exchange
Commission. Prior to the acquisition and change of control, Franklin owned
327,500 common shares of the Company. Based on the shares currently acquired
Franklin owns approximately 26% of the Company's outstanding shares and upon the
acquisition of the shares requiring registration Franklin would own 35% of the
Company's outstanding common shares.
Pursuant to the agreement with Franklin, Melanie Glazer was appointed as
chairman of the Board of Directors of the Company on December 30, 2004, before
Glenn W. Stewart, Norman Sammis and Don J. Colton resigned as directors of the
Company. The effective date of the resignation of Don J. Colton, Norman Sammis
and Glenn W. Stewart is December 30, 2004. The present directors of the Company
consist of Melanie Glazer and Gregg B. Colton, the President of the Company.
Melanie Glazer received her Bachelor of Art degree in History in 1964 from
George Peabody College, part of Vanderbilt University. Mrs. Glazer began her
career in banking in 1976 as Officer of United American Bank, responsible for
business development, government relations and public relations. From 1978 to
1985 she was Vice President of Investors Savings & Loan Association in
Nashville, Tennessee, where she managed a branch office and was responsible for
business development, advertising for all offices, public relations, and was in
charge of the savings incentive program. Mrs. Glazer joined Dobson & Johnson,
Inc. in 1986, where she was a Real Estate Broker. In 1989, Mrs. Glazer
established her own Realty company, Morris Glazer Realty, which she ran
successfully until 2003. Mrs. Glazer co-founded Ault Glazer & Company Investment
Management LLC in 1998 where she currently serves as an analyst.
Franklin Capital Corporation is a business development company that operates by
furnishing capital and making available managerial expertise to companies that
do not have ready access to capital through conventional financial channels.
Franklin invests primarily in equity securities, including common stock,
preferred stock, convertible preferred stock or other equity derivatives, such
as options, warrants or rights to acquire stock. At December 31, 2003,
Franklin's significant investment was in Excelsior Radio Networks, Inc.
(Excelsior). Franklin owned 36.4% of Excelsior (13.8% on a fully diluted basis).
Excelsior is engaged in the production and syndication of programs and services
heard on more than 2,000 radio stations in the United States across major
formats. At December 31, 2003, Franklin also held 30.7% of the total assets and
49.4% of net assets of Alacra Corporation, which is a global provider of
business and financial information. Franklin trades on the American Stock
Exchange under the symbol FKL.
Item 7: Financial Statements and Exhibits.
(c) Exhibits. None.
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.
DigiCorp
Registrant
Date: January 3, 2005 /s/ Gregg B. Colton
------------------------------
Gregg B. Colton
President