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): ~~August~~ 22September 12, 2014

FRANKLIN CREDIT MANAGEMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-54781

75-2243266

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

101 Hudson Street
Jersey City, New Jersey

(Address of Principal Executive Offices)

07302

(Zip Code)

Registrant’s telephone number, including area code: (201) 604-1800

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 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

OnAs ~~August~~previously ~~22,~~reported ~~2014,~~on ~~Franklin~~a ~~Credit~~Current ~~Management~~Report ~~Corporation~~on ~~(the~~Form ~~“Company”) implemented a company~~8-~~wide~~K ~~work~~filed ~~force~~by ~~reduction,~~the ~~which~~Company ~~affected~~on ~~approximately~~October 3516, ~~salaried employees~~2013, inFranklin anCredit ~~attempt~~Management toCorporation ~~partly~~(“FCRM” ~~offset~~or ~~continuing operating losses at~~ the “Company.”) and ~~Following~~Thomas ~~the~~J. ~~reduction~~Axon, inChairman, ~~force~~President and asmajority stockholder of ~~the~~ ~~date~~Franklin ofCredit ~~this~~Management ~~filing~~Corporation, ~~the~~on ~~Company~~October ~~has~~11, 542013 entered ~~employees.~~into As a ~~result~~capital ofcontribution agreement (the ~~reduction~~“Agreement”), ineffective ~~force~~September 30, it2013, isto ~~not~~increase ~~expected~~the ~~that material~~net ~~charges~~worth ~~will~~and beliquidity ~~incurred~~of by the Company.

OnPursuant ~~August~~to ~~29,~~and ~~2014,~~under anthe ~~unrelated~~terms ~~mortgage servicing~~of ~~client~~the Agreement, ~~for~~Mr. ~~which~~Axon ~~the~~is ~~Company~~entitled ~~has~~to ~~sub-serviced~~one ~~mortgage~~share ~~loans~~of ~~and~~non-transferrable ~~real~~restricted ~~estate~~Series ~~assets~~A ~~since~~Convertible ~~October~~Preferred ~~2013,~~Stock ~~elected, without~~(“Preferred ~~cause,~~Stock”) toof ~~terminate its servicing agreement with~~ the Company, ~~effective~~par ~~November~~value ~~27, 2014~~$0. ~~The Company~~001, asfor ofevery $2 the ~~date~~Company ofreceives ~~this filing,~~in ~~sub-services~~capital ~~approximately~~contributions ~~647~~made ~~mortgage~~by ~~loans~~Mr. ~~and~~Axon. ~~real~~An aggregate ~~estate~~of ~~assets~~2,050,000 ~~with~~shares anof ~~unpaid~~Preferred ~~principal~~Stock ~~balance~~is ofreserved ~~approximately $133.0 million,~~ for ~~this~~issuance ~~client.~~under ~~Included~~the interms ~~servicing~~of ~~revenues were fees from this client that totaled about $211,000 during~~ the ~~three~~ ~~months ended June 30, 2014~~Agreement.

~~There~~As ~~can~~of beAugust no19, ~~assurances~~2014, ~~that~~Mr. ~~the~~Axon ~~Company~~had been ~~will~~issued bea ~~able~~total toof ~~add~~2,050,000 ~~business~~shares orof ~~take~~Preferred ~~further~~Stock, ~~appropriate~~which ~~cost~~he ~~saving~~had ~~measures~~purchased tofrom ~~offset~~the ~~its~~Company ~~continuing~~for ~~operating~~$4,100,000, ~~losses~~under ~~and~~the ~~reduced~~terms ~~revenues,~~of ~~which~~the ~~would~~Agreement. ~~affect~~Each ~~its~~share ~~ability~~of toPreferred ~~continue~~Stock in(a) ~~business.~~carries ~~The~~a ~~Company~~cumulative ~~had~~dividend anrate ~~annual~~of ~~operating~~7% ~~loss~~per ~~during~~annum, ~~the~~to ~~year~~be ~~ended December~~paid ~~31,~~if ~~2013~~and ofas ~~$2.9~~declared by ~~million,~~FCRM’s ~~and~~board ~~during~~of ~~the~~directors ~~most~~or ~~recent~~as ~~quarter~~otherwise ~~ended~~provided ~~June~~under ~~30,~~the ~~2014~~Agreement, ~~the~~in ~~Company~~preference ~~had~~to anany ~~operating~~payment ~~loss~~ of any dividend on ~~$897,000.~~the ~~Any~~common ~~such~~stock ~~operating~~of ~~losses,~~the ifCompany; ~~they~~and ~~continue,~~(b) ~~will~~has ~~continue~~no toliquidation ~~deplete~~preference. ~~net~~The ~~worth~~accrued and ~~result~~unpaid individends ~~noncompliance~~on ~~with~~ the Preferred Stock ~~requirements~~as toof ~~maintain~~the ~~servicing~~date ~~and~~of ~~collection~~this ~~licenses~~report, inwhich aremain ~~number~~an obligation of ~~states~~the Company to Mr. Axon, total approximately $121,000.

~~FORWARD–LOOKING~~On ~~STATEMENTS~~September 12, 2014, Mr. Axon exercised his irrevocable and exclusive option under the Agreement to exchange his 2,050,000 shares of Preferred Stock for all right, title and interest of the Company in a certain residential apartment and a commercial condominium unit, both of which are located in the borough of Manhattan in the city of New York (the “Real Estate”). The net book value of the Real Estate as of the date of this report is approximately $320,149. On the same day, the Company conveyed to Mr. Axon by recordable quitclaim deeds the fee simple interests in the Real Estate, with the commercial condominium unit conveyed subject to a particular non-recourse mortgage the company had pledged as collateral in favor of a third party. The Company will recognize a pre-tax gain in connection with this transaction.

Item 83.0102 ofUnregistered ~~this~~Sales Current Report on Form 8-K, as well as other statements made by the Company in its public filings or other public statements that are not historical fact may be forward-looking statements regarding the business, operations and financial condition of ~~the~~Equity ~~Company within the meaning of Section 27A of the~~ Securities ~~Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~. This information may involve known and unknown risks, uncertainties and other factors which may cause Company’s actual results, performance or achievements to be materially different from Company’s future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe Company’s future plans, strategies and expectations, and other statements that are not historical facts, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “potential” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. The Company’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. These factors include, but are not limited to: (i) unanticipated changes in the U.S. economy, including changes in business conditions such as interest rates, changes in the level of growth in the finance and housing markets, such as slower or negative home price appreciation and economic downturns or other adverse events in certain states; (ii) the Company’s ability to profitably build upon its current servicing and collection business; (iii) the Company’s relations with its lender and its servicing clients; (iv) The Company’s ability to obtain renewals of its credit agreement with its lender or achieve alternative refinancing opportunities; (v) the availability of or ability to retain as clients third parties holding distressed mortgage debt for servicing by the Company on a fee-paying basis; (vi) changes in the statutes or regulations applicable to the Company’s business or in the interpretation and enforcement thereof by the relevant authorities; (vii) the status of the Company’s regulatory compliance and regulatory audits and ability to satisfy regulatory net worth requirements; (viii) the risk that legal or regulatory proceedings could be brought against the Company which could adversely affect its financial results; (ix) the Company’s ability to adapt to and implement technological changes; (x) the Company’s ability to attract and retain qualified employees; (xi) the Company’s ability to obtain financing on acceptable terms to finance its growth strategy and to operate within the limitations imposed by financing arrangements; (xii) competition in the Company’s existing and potential future lines of business and the financial resources of, and products available to, competitors; (xiii) the Company’s failure to reduce quickly overhead and infrastructure costs in response to a reduction in revenue; (xiv) the risk that adverse tax consequences could result from the distribution of the Company’s common stock from its former parent company, Franklin Credit Holding Corporation; (xv) ability to advance costs and expenses or pay defense costs associated with the servicing or collection of loans for third parties; (xvi) the Company’s dependence on capital contributions from Thomas J. Axon, the Company’s Chairman, President and majority stockholder (“Mr. Axon”), to fund its operating deficits and to meet its regulatory net worth requirements, and, (xvii) other risks that will be detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Additional factors that would cause actual results to differ materially from those projected or suggested in any forward-looking statements will be contained in the Company’s SEC reports and filings, including, but not limited to, those factors discussed under the caption “Risk Factors,” which the Company urges its investors to consider. The Company undertakes no obligation to publicly release the revisions to such forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events, except as otherwise required by securities, and other applicable laws. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the results on any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

~~SIGNATURE~~See Item 2.01 above for a description of the exchange of unregistered Preferred Stock for the Real Estate.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements of~~Statements ~~the~~and ~~Securities Exchange Act of 1934, Franklin Credit Management Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

~~Date: September~~(a) 5,Financial ~~2014~~Statements of Business Acquired. Not applicable

~~FRANKLIN~~(b) ~~CREDIT~~Pro ~~MANAGEMENT~~Forma ~~CORPORATION~~Financial ~~By: /s/ Kevin P~~Information. ~~Gildea~~Not ~~Name: Title: Kevin P. GildeaEVP, Chief Legal Officer & Secretary~~applicable

(c)

Shell Company transactions. Not applicable

(d)

Exhibits:


Exhibit No.		Description

10.1		Capital Contribution Agreement between Thomas J. Axon, individually, and the Registrant, dated October 11, 2013. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 16, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Franklin Credit Management Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 12, 2014

	FRANKLIN CREDIT MANAGEMENT CORPORATION


	By:	/s/ Kevin P. Gildea
	Name:	Kevin P. Gildea
	Title:	EVP, Chief Legal Officer & Secretary

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