Title
of Securities to be Registered
|
Amount
to be Registered
|
Proposed
Maximum Offering
Price Per Share
|
Proposed
Maximum Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
common
stock, par value $.01 per share
|
750,000
(1)
|
(2)
|
$5,852,625
(2)
|
$626.23
|
735,000
(3)
|
$7.805
(4)
|
$5,736,675
(4)
|
||
15,000
(5)
|
$7.73
(6)
|
$115,950
(6)
|
(1) |
This
Registration Statement is being filed with the Securities and Exchange
Commission to register 750,000 shares of common stock which may be
issued
under the Franklin Credit Management Corporation 2006 Stock Incentive
Plan
(the “Plan”), of which 15,000 shares may be issued upon the exercise of
stock options that have been issued under the Plan and 735,000 shares
may
be issued pursuant to the Plan.
|
(2) |
The
Proposed Maximum Aggregate Offering Price is based on estimates in
accordance with Rule 457(c), with respect to 735,000 shares that
may be
issued pursuant to the Plan, and calculations pursuant to Rule 457(h)(1),
with respect to 15,000 shares that may be issued upon the exercise
of
stock options that have been issued under the Plan. See Footnote
Nos. 4
and 6 below.
|
(3) |
Represents
the aggregate of 735,000 shares that may be issued pursuant to the
Plan.
|
(4) |
Estimated,
in accordance with Rule 457(c), solely for the purpose of calculating
the
registration fee. The Proposed Maximum Offering Price Per Share and
the
Proposed Maximum Aggregate Offering Price are based on the average
of the
high and low prices for the common stock on The Nasdaq National Market
on
June 8, 2006 (which is within five (5) business days prior to the
date of
this Registration Statement).
|
(5) |
Represents
shares that may be issued upon the exercise of stock options that
have
been issued under the Plan.
|
(6) |
Pursuant
to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
and the
Proposed Maximum Aggregate Offering Price have been calculated based
on
the exercise prices of options previously
granted.
|
(1) |
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005, filed with the Securities and Exchange Commission (the
“Commission”) on April 25, 2006;
|
(2) |
the
Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2004, filed with the Commission on May 22, 2006;
|
(3) |
the
Registrant’s Current Reports on Form 8-K filed with the Commission on
January 17, 2006, March 6, 2006, April 6, 2006, April 6, 2006, April
24,
2006, April 24, 2006 (as amended on April 25, 2006), April 26, 2006,
April
26, 2006 and May 23, 2006; and
|
(4) |
the
description of the Registrant’s common stock contained in its Registration
Statement on Form 8-A under Section 12 of the Securities Exchange
Act of
1934, as amended (the “Exchange Act”), dated May 17, 1989, including any
amendment or reports filed for the purpose of updating such description.
|
Exhibit
Number
|
Description
|
|
4.1
|
Fifth
Amended and Restated Certificate of Incorporation. Incorporated by
reference to Appendix A to the Registrant’s Definitive Information
Statement on Schedule 14C, filed with the Commission on January 20,
2005.
|
|
4.2
|
Amended
and Restated By-laws. Incorporated by reference to Appendix B to
the
Registrant’s Definitive Information Statement on Schedule 14C, filed with
the Commission on January 20, 2005.
|
|
4.3
|
Franklin
Credit Management Corporation 2006 Stock Incentive Plan. Incorporated
by
reference to Exhibit 99.1 of the Registrant’s Revised Definitive Proxy
Statement on Schedule 14A, filed with the Commission on May 3,
2006.
|
*5.1
|
Opinion
of Kevin Gildea, Esq.
|
|
*23.1
|
Consent
of Kevin Gildea, Esq. (included in Exhibit 5.1 to this Registration
Statement).
|
|
*23.2
|
Consent
of Deloitte & Touche LLP.
|
|
*24.1
|
Power
of Attorney (included on the signature page of this Registration
Statement).
|
|
*Filed
herewith.
|
Signature
|
Title
|
Date
|
||
/s/
Alexander
Gordon
Jardin
Alexander
Gordon Jardin
|
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
June
15, 2006
|
||
/s/
Paul
D.
Colasono
Paul
D. Colasono
|
Chief
Financial Officer and Executive Vive President
(Principal
Financial Officer)
|
June
15, 2006
|
||
/s/
Kimberly
Shaw
Kimberly
Shaw
|
Vice
President - Finance, Treasurer and Controller
(Principal
Accounting Officer)
|
June
15, 2006
|
||
/s/
Thomas
J.
Axon
Thomas
J. Axon
|
President
and Chairman of the Board
|
June
15, 2006
|
||
/s/
Michael
Bertash
Michael
Bertash
|
Director
|
June
15, 2006
|
||
/s/
Robert
M.
Chiste
Robert
M. Chiste
|
Director
|
June
15, 2006
|
||
/s/
Frank
B. Evans,
Jr.
Frank
B. Evans, Jr.
|
Director
|
June
15, 2006
|
||
/s/
Steven W.
Lefkowitz
Steven
W. Lefkowitz
|
Director
|
June
15, 2006
|
||
/s/
Allan R.
Lyons
Allan
R. Lyons
|
Director
|
June
15, 2006
|
||
William
F. Sullivan
|
Director
|
|
Exhibit
Number
|
Description
|
|
4.1
|
Fifth
Amended and Restated Certificate of Incorporation. Incorporated by
reference to Appendix A to the Registrant’s Definitive Information
Statement on Schedule 14C, filed with the Commission on January 20,
2005.
|
|
4.2
|
Amended
and Restated By-laws. Incorporated by reference to Appendix B to
the
Registrant’s Definitive Information Statement on Schedule 14C, filed with
the Commission on January 20, 2005.
|
|
4.3
|
Franklin
Credit Management Corporation 2006 Stock Incentive Plan. Incorporated
by
reference to Exhibit 99.1 of the Registrant’s Revised Definitive Proxy
Statement on Schedule 14A, filed with the Commission on May 3,
2006.
|
|
*5.1
|
Opinion
of Kevin Gildea, Esq.
|
|
*23.1
|
Consent
of Kevin Gildea, Esq. (included in Exhibit 5.1 to this Registration
Statement).
|
|
*23.2
|
Consent
of Deloitte & Touche LLP.
|
|
*24.1
|
Power
of Attorney (included on the signature page of this Registration
Statement).
|
|
*Filed
herewith.
|