prospect8k.htm
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
August
17, 2009
Date of
Report (Date of earliest event reported)
Prospect
Capital Corporation
(Exact
name of registrant as specified in its charter)
| Maryland |
333-114552 |
43-2048643 |
| (State or
other jurisdiction |
(Commission
File No.) |
(I.R.S.
Employer |
| of incorporation) |
|
Identification
No.) |
|
10
East 40th Street, 44th
Floor
|
|
New
York, NY 10016
|
(Address
of principal executive offices and zip code)
(Registrant's
telephone number, including area code) 212-448-0702
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
1.01 Entry
into a Material Definitive Agreement.
On August
17, 2009, Prospect Capital Corporation (the "Corporation") entered into a stock
purchase agreement (the "Purchase Agreement"), by and among the Corporation and
the purchasers named therein (the "Purchasers") to issue and sell an aggregate
3,449,686 shares (the "Shares") of its common stock, par value $0.001 per share
(the "Common Stock") with gross proceeds to the Corporation of $29,322,331
before deduction of any expenses related to the offering or an aggregate
commission of $76,500. At the time of purchase, each Purchaser was an
existing stockholder of the Corporation. The shares issued in the
private placement were sold at an aggregate offering price of $8.50 per
share. The Corporation will use the proceeds from the sale of the
Shares for general corporate purposes.
On August
17, 2009, the Corporation entered into a registration rights agreement (the
“Registration Rights Agreement”), by and between the Corporation and the
Purchasers. Pursuant to the Registration Rights Agreement, the
Corporation granted the Purchasers certain registration rights with respect to
the Shares. Pursuant to the Registration Rights Agreement, the
Corporation has agreed to prepare and file with the Securities Exchange
Commission (the "SEC"), a post-effective amendment to its registration statement
on Form N-2, currently on file with the SEC. Such post-effective
amendment will be filed in accordance with Rule 415 covering the resale of the
Shares (the "Registrable Securities"). Under the terms and conditions
of the Registration Rights Agreement, the Corporation will use its reasonable
best efforts to file with the SEC within sixty (60) days after the date of the
Registration Rights Agreement the post-effective amendment to the registration
statement on Form N-2. The Corporation will also use its reasonable
best efforts to cause such post-effective amendment to be declared effective by
the SEC within one hundred twenty (120) days after the date of the Registration
Rights Agreement. Under the Registration Rights Agreement, the
Corporation may be obligated to make liquidated damages payments to holders upon
certain events.
The
foregoing descriptions of the Purchase Agreement and the Registration Rights
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Purchase Agreement and the Registration Rights
Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2,
respectively, and incorporated herein by reference.
Item
3.02 Unregistered
Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
The
Corporation offered and sold the Shares to the Purchasers, each of which is a
“qualified institutional buyer” as that term is defined in Rule 144A of the
Securities Act of 1933, as amended (the “Securities Act”) in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act and
Regulation D promulgated thereunder.
|
Item
9.01
|
Financial
Statements and Exhibits
|
Exhibit
No. Description
|
|
|
Stock
Purchase Agreement, dated as of August 17, 2009, among Prospect Capital
Corporation and the purchasers named
therein.
|
|
|
|
Registration
Rights Agreement, dated as of August 17, 2009, among Prospect Capital
Corporation and the purchasers named
therein.
|
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.
| August 21,
2009 |
Prospect Capital
Corporation |
| |
|
| |
|
| |
|
| |
By: /s/ John F. Barry
III
|
| |
Name: John F. Barry III |
| |
Title: Chief Executive
Officer |