OMB APPROVAL |
OMB Number: 3235-0145 |
Expires: December 31, 2005 |
Estimated average burden hours per response...15 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 901 14 4 105 | Page 2 of 10 | |||||
1. | Name of Reporting Person: Ault Glazer & Company Investment Management LLC |
I.R.S. Identification Nos. of above persons (entities
only): 95-4696208 |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: Delaware |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting
Power: 98,000 | |||||
9. | Sole Dispositive
Power: 0 | |||||
10. | Shared Dispositive
Power: 98,000 | |||||
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 98,000 |
|||||
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by
Amount in Row (11): Approximately 9.96% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporations semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005) | |||||
14. | Type of Reporting Person (See
Instructions): IA/HC | |||||
2
CUSIP No. 901 14 4 105 | Page 3 of 10 | |||||
1. | Name of Reporting Person: Franklin Capital Corporation |
I.R.S. Identification Nos. of above persons (entities
only): 13-3419202 |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): WC |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: Delaware |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting
Power: 98,000 | |||||
9. | Sole Dispositive
Power: 0 | |||||
10. | Shared Dispositive
Power: 98,000 | |||||
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 98,000 |
|||||
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by
Amount in Row (11): Approximately 9.96% (based upon 983-776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporations semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005) | |||||
14. | Type of Reporting Person (See
Instructions): IV | |||||
3
CUSIP No. 901 14 4 105 | Page 4 of 10 | |||||
1. | Name of Reporting Person: Milton C. Ault, III |
I.R.S. Identification Nos. of above persons (entities
only): |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO and PF |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: USA |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting
Power: 98,000 | |||||
9. | Sole Dispositive
Power: 0 | |||||
10. | Shared Dispositive
Power: 98,000 | |||||
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 98,000 |
|||||
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): þ |
|||||
13. | Percent of Class Represented by Amount in Row (11): Approximately 9.96% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporations semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005) | |||||
14. | Type of Reporting Person (See
Instructions): IN | |||||
4
Ault Glazer & Company Investment Management LLC, a Delaware limited liability company (Adviser), Franklin Capital Corporation, a Delaware corporation (Franklin), and Milton C. Ault, III (Ault), pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the 1934 Act), hereby file this Schedule 13D (the Statement) with the Securities and Exchange Commission. The Adviser, Franklin, and Ault are collectively referred to herein as the Reporting Persons.
Item 1. Security and Issuer
This Statement relates to the Common Stock, $0.01 par value (the Common Stock"), issued by Tuxis Corporation (Tuxis), a Maryland corporation. The principal executive offices of Tuxis are located at 11 Hanover Square, New York, NY 10005.
Item 2. Identity and Background
The Reporting Persons are as follows:
Name: Ault Glazer & Company Investment Management LLC
Place of Organization: Delaware
Principal Business: Investment Adviser
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Name: Franklin Capital Corporation
Place of Organization: Delaware
Principal Business: Investment Company
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Name: Milton C. Ault, III
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Citizenship: United States
Pursuant to Rule 13d-3 of the 1934 Act, Adviser may be deemed to beneficial own approximately 62,000 shares of Tuxis Common Stock held by certain individually managed accounts and private investment funds (the Advisory Clients) over which Adviser holds discretionary voting and investment authority. Adviser disclaims beneficial ownership of all shares of Tuxis Common Stock held on behalf of such Advisory Clients.
Franklin directly holds approximately 36,000 shares of Tuxis Common Stock.
Ault is the Chief Investment Officer and managing member of Adviser, and the Chairman and Chief Executive Officer of Franklin. As a result, pursuant to Rule 13d-3 of the 1934 Act, Ault may be deemed to beneficially own the shares of Tuxis Common Stock beneficially owned by both Franklin and Adviser as a result of the executive positions he holds with both entities. Mr. Ault disclaims beneficial ownership over all shares of Tuxis Common Stock imputed to him by virtue of his respective positions with Adviser and Franklin.
Based upon Aults positions with both Adviser and Franklin, and pursuant to Rule 13d-5(b) of the 1934 Act, each of Ault, Adviser and Franklin may be deemed to be acting as a group for the purpose of acquiring, holding, voting or disposing of shares of Tuxis Common Stock. As a result, each Reporting Person may individually be deemed to beneficially own the aggregate number of shares of Tuxis Common Stock collectively held by all of the Reporting Persons. Each of Ault, Adviser and Franklin disclaim
Page 5 of 10 pages
beneficial ownership of all shares of Tuxis Common Stock imputed to them by virtue of their designation as members of a group under Rule 13d-5(b) of the 1934 Act.
Item 3. Source and amount of Funds or other Consideration
The aggregate amount of funds used by Adviser to purchase shares of Tuxis Common Stock was approximately $502,097. Such amount was derived from the Advisory Clients.
The aggregate amount of funds used by Franklin to purchase shares of Tuxis Common Stock was approximately $255,764. Such amount was derived from Franklins working capital.
Item 4. Purpose of Transaction
On March 7, 2005, Ault, acting solely in his capacity as Chief Investment Officer and managing member of Adviser, contacted the management of Tuxis to recommend that Tuxis management explore a number of potential alternatives to enhance shareholder value. Specifically, Ault, on behalf of Adviser and the Advisory Clients, recommended that Tuxis management explore the possibility of effecting one or more of the following changes:
| an extraordinary corporate transaction, such as a merger, reorganization or liquidation; | |||
| a sale or transfer of a material amount of assets of Tuxis; | |||
| a change in the present board of directors or management of Tuxis, including potentially changing the number of directors or the term of office of such directors; | |||
| a material change in the present capitalization or dividend policy of Tuxis; | |||
| deregistration of the Common Stock of Tuxis from the American Stock Exchange; and/or | |||
| termination of the registration of the Common Stock of Tuxis under the Securities Exchange Act of 1934, as amended, pursuant to Section 12(g)(4) thereunder. |
Ault, on behalf of Adviser and the Advisory Clients, may seek to actively participate in facilitating one or more of the above-referenced changes, though no specific transactions are contemplated at the present time. At such time that Ault, on behalf of Adviser and the Advisory Clients seeks to undertake or engage in any of the foregoing activities or changes, Franklin may participate only to the extent that such participation or joint activity is not otherwise prohibited or restricted by the provisions of the Investment Company Act of 1940, as amended (the 1940 Act), applicable to Franklin as a business development company (a BDC).
Notwithstanding the foregoing, in the event that Franklin is no longer subject to the restrictions imposed on BDCs by the 1940 Act, Ault expects that Franklin will participate in facilitating one or more of the above-referenced changes to the fullest extent permissible by applicable law.
In addition, the Reporting Persons may acquire additional shares of Common Stock of Tuxis. Subject to availability at prices deemed favorable, the Reporting Persons may acquire additional shares of Common Stock of Tuxis from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also dispose of shares of Common Stock of Tuxis from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Person or persons affiliated therewith may also enter into transactions directly with Tuxis with respect to the acquisition or disposition of shares, or otherwise.
Except as set forth above, the Reporting Persons have no present plans or intentions that relate to or that would result in any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Page 6 of 10 pages
Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to Tuxis and the Common Stock, it should be noted that the possible activities of the Reporting Persons are subject to change at any time.
Item 5. Interest in Securities of the Issuer
(a) Pursuant to Rule 13d-5(b) of the 1934 Act, each Reporting Person may be deemed as an individual to beneficially own the aggregate number of shares held by the Reporting Persons as a group. As a result, each Reporting Person may be deemed to beneficially own, as of the date hereof, approximately 98,000 shares of Tuxis Common Stock, representing approximately 9.96% of Tuxis total number of outstanding shares. The percentage of Common Stock owned, as reported in this Statement, was calculated based upon the total number of outstanding shares of Common Stock as of December 31, 2004 (983,776) as disclosed by Tuxis in its semi-annual report to shareholders on Form N-CSR, filed with the SEC on March 11, 2005, which represents the most recent available public filing containing such information.
(b) The respective responses of each Reporting Person to Items 7 through 11 set forth on the cover page of this Statement, which relate to beneficial ownership of shares of the Tuxis Common Stock, are incorporated herein by reference.
(c) Below is a list of each transaction in shares of Tuxis Common Stock that involved a Reporting Person during the previous sixty days.
Amount Bought | ||||||||||||||||||||||||
Name | Transaction Date | Company | Transaction Type | or Sold | Transaction Price | Broker | ||||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/21/2004 | Tuxis Corporation | Buy | 1000 | $ | 7.6023 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/21/2004 | Tuxis Corporation | Buy | 1000 | $ | 6.9795 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/21/2004 | Tuxis Corporation | Buy | 500 | $ | 7.0161 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/21/2004 | Tuxis Corporation | Buy | 1000 | $ | 6.9795 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/14/2005 | Tuxis Corporation | Buy | 1000 | $ | 7.6247 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/14/2005 | Tuxis Corporation | Buy | 4000 | $ | 7.5998 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/14/2005 | Tuxis Corporation | Buy | 2600 | $ | 7.5998 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/18/2005 | Tuxis Corporation | Buy | 600 | $ | 7.9599 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/18/2005 | Tuxis Corporation | Buy | 300 | $ | 7.9967 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/18/2005 | Tuxis Corporation | Buy | 500 | $ | 7.9674 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/18/2005 | Tuxis Corporation | Buy | 1500 | $ | 7.9530 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/18/2005 | Tuxis Corporation | Buy | 1500 | $ | 7.9530 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/18/2005 | Tuxis Corporation | Buy | 900 | $ | 7.9537 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/18/2005 | Tuxis Corporation | Buy | 400 | $ | 7.9723 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/20/2005 | Tuxis Corporation | Buy | 4300 | $ | 8.2000 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/20/2005 | Tuxis Corporation | Buy | 2000 | $ | 8.2000 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 2000 | $ | 8.4665 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 500 | $ | 8.5153 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 500 | $ | 8.5153 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 1500 | $ | 8.4653 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 1000 | $ | 8.4653 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 1500 | $ | 8.4653 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 1000 | $ | 8.4653 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 1000 | $ | 8.4653 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/24/2005 | Tuxis Corporation | Buy | 1000 | $ | 8.4678 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/25/2005 | Tuxis Corporation | Buy | 300 | $ | 9.0302 | BEST |
Page 7 of 10 pages
Amount Bought | ||||||||||||||||||||||||
Name | Transaction Date | Company | Transaction Type | or Sold | Transaction Price | Broker | ||||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/25/2005 | Tuxis Corporation | Buy | 200 | $ | 9.1007 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/25/2005 | Tuxis Corporation | Buy | 500 | $ | 8.9882 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/25/2005 | Tuxis Corporation | Buy | 500 | $ | 8.9882 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/25/2005 | Tuxis Corporation | Buy | 100 | $ | 9.6232 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/25/2005 | Tuxis Corporation | Buy | 6300 | $ | 8.9632 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/26/2005 | Tuxis Corporation | Buy | 10300 | $ | 8.8000 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/22/2005 | Tuxis Corporation | Buy | 500 | $ | 7.0300 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/28/2005 | Tuxis Corporation | Buy | 5000 | $ | 7.0626 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/29/2005 | Tuxis Corporation | Buy | 1000 | $ | 7.0392 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/29/2005 | Tuxis Corporation | Buy | 500 | $ | 7.0567 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/30/2005 | Tuxis Corporation | Buy | 2000 | $ | 7.0381 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/30/2005 | Tuxis Corporation | Buy | 750 | $ | 7.0876 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
12/30/2005 | Tuxis Corporation | Buy | 750 | $ | 7.0876 | BEST | |||||||||||||||||
Ault Glazer & Company Investment Management, LLC |
1/25/2008 | Tuxis Corporation | Buy | 200 | $ | 9.1007 | BEST | |||||||||||||||||
Franklin Capital Corp |
12/20/2004 | Tuxis Corporation | Buy | 29,000 | $ | 7.0355 | BEST | |||||||||||||||||
Franklin Capital Corp |
12/31/2004 | Tuxis Corporation | Buy | 6,000 | $ | 7.3666 | BEST | |||||||||||||||||
Franklin Capital Corp |
1/3/2005 | Tuxis Corporation | Buy | 1000 | $ | 7.5320 | BEST |
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as otherwise set forth in this Statement, the Reporting Persons have no contracts, arrangements, understandings or relationships with respect to the securities of Tuxis.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement Pursuant to Rule 13d-1
Page 8 of 10 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: March 16, 2005
Franklin Capital Corporation |
||||
/s/ Milton C. Ault III | ||||
Milton C. Ault, III, Chairman and | ||||
Chief Executive Officer | ||||
Ault Glazer & Company Investment Management LLC |
||||
/s/ Milton C. Ault III | ||||
Milton C. Ault, III, Managing Member | ||||
Milton C. Ault, III |
||||
/s/ Milton C. Ault III | ||||
Page 9 of 10 pages
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the Act) by and among the parties listed below, each referred to herein as a Joint Filer. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: March 16, 2005
Ault Glazer & Company Investment Management LLC |
||||
/s/ Milton C. Ault III | ||||
Milton C. Ault, III, Managing Member | ||||
Franklin Capital Corporation |
||||
/s/ Milton C. Ault III | ||||
Milton C. Ault, III, Chairman and | ||||
Chief Executive Officer | ||||
Milton C. Ault, III |
||||
/s/ Milton C. Ault III | ||||
Page 10 of 10 pages