SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 2006
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FRANKLIN CREDIT MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-17771 75-2243266
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
Six Harrison Street
New York, New York 10013
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (201) 604-4402
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Check the appropriate box below in 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 24, 2006, the registrant filed a Current Report on Form 8-K
disclosing that, on April 18, 2006, the registrant received notice from the
NASDAQ Stock Market ("NASDAQ") that its common stock would be delisted from
NASDAQ effective with the open of business on April 27, 2006, as a result of its
failure to timely file its Annual Report on Firm 10-K for the year ended
December 31, 2005 (the "2005 Form 10-K") as required by NASDAQ Marketplace Rule
4310(c)(14). Such Form 8-K also disclosed that the registrant requested a
hearing in accordance with the Marketplace Rule 4800 Series, which hearing
request would stay the delisting of the registrant's securities pending a
decision by a NASDAQ Listing Qualifications Panel.
This Form 8-K/A is being filed to reflect that, subsequently, on the
evening of April 24, 2006, the registrant filed its 2005 10-K and notified
NASDAQ of such filing. As the 2005 10-K was filed after 5:30 p.m. (Eastern
Time), the 2005 10-K will be deemed to have been filed on April 25, 2006. The
registrant believes that such filing restores the Company's compliance with
Marketplace Rule 4310(c)(14) and will render the previously requested hearing
unnecessary.
On April 24, 2006, the registrant issued a press release announcing its
receipt of the notice from the NASDAQ Staff, and its subsequent filing of its
2005 Form 10-K. A copy of the press release is attached as Exhibit 99.1 to this
report and is incorporated herein by reference. The updated press release
attached to this Form 8-K/A replaces the press release that was attached to the
previously filed Form 8-K, which press release was not released to the media.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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99.1 Press Release, dated April 24, 2006, entitled "Franklin Credit
Management Filed Annual Report on Form 10-K on Evening of April
24, 2006; Delinquency Notice Received from NASDAQ."
SIGNATURE
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 CREDIT MANAGEMENT CORPORATION
By: /s/ Paul D. Colasono
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Name: Paul D. Colasono
Title: Chief Financial Officer and
Executive Vice President
Date: April 24, 2006