As
filed with the Securities and Exchange Commission on April 13, 2010
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-A
For
Registration of Certain Classes of Securities
Pursuant
to Section 12(b) or (g) of the
Securities
Exchange Act of 1934
Golub
Capital BDC, Inc.
(Exact
name of registrant as specified in its charter)
|
|
|
Delaware
|
|
27-2326940
|
(State
of incorporation of organization)
|
|
(IRS
Employer Identification No.)
|
|
|
|
150
South Wacker Drive, Suite 800
Chicago,
Illinois
|
|
60606
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.
þ
|
If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.
o
|
Securities
Act registration statement file number to which this Form
relates:
|
333-163279
(If
applicable)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be registered
|
|
Name
of Exchange on which
class
is to be registered
|
Common
Stock, par value $0.001 per share
|
|
The
NASDAQ Stock Market LLC
|
Securities
to be registered pursuant to Section 12(g) of the Act:
None.
Item 1.
Description of Registrant’s Securities
to be Registered
The
securities to be registered hereby are shares of common stock, par value $0.001,
of Golub Capital BDC, Inc. (the “Company”). All shares of our common stock have
equal rights as to earnings, assets, dividends and voting and, when they are
issued, will be duly authorized, validly issued, fully paid and nonassessable.
Distributions may be paid to the holders of our common stock if, as and when
authorized by our board of directors and declared by us out of funds legally
available therefor. Shares of our common stock have no preemptive, exchange,
conversion or redemption rights and are freely transferable, except where their
transfer is restricted by federal and state securities laws or by contract. In
the event of a liquidation, dissolution or winding up of the Company, each share
of our common stock would be entitled to share ratably in all of our assets that
are legally available for distribution after we pay all debts and other
liabilities and subject to any preferential rights of holders of our preferred
stock, if any preferred stock is outstanding at such time. Each share of our
common stock is entitled to one vote on all matters submitted to a vote of
stockholders, including the election of directors. Except as provided with
respect to any other class or series of stock, the holders of our common stock
will possess exclusive voting power. There is no cumulative voting in the
election of directors, which means that holders of a majority of the shares of
common stock present in person or represented by proxy at an annual meeting or
special meeting duly called for such purpose and entitled to vote can elect all
of our directors, and holders of less than a majority of such shares will be
unable to elect any director.
The
description of the common stock contained in the Company’s Registration
Statement on Form N-2, as filed with the Securities and Exchange Commission, as
amended from time to time (the “Registration Statement”), and any form of
prospectus or prospectus supplement to the Registration Statement that includes
such descriptions and that are subsequently filed are hereby incorporated by
reference herein.
The
following exhibits to this Registration Statement have been filed as exhibits to
the Company’s Registration Statement and are hereby incorporated herein by
reference:
3.1
|
Form
of Certificate of Incorporation (Incorporated by reference to Exhibit No.
(a)(2) of the Company’s Registration Statement on Form N-2 (Registration
No. 333-163279)).
|
3.2
|
Form
of Bylaws (Incorporated by reference to Exhibit No. (b)(2) of the
Company’s Registration Statement on Form N-2 (Registration No.
333-163279)).
|
4.1
|
Form
of Stock Certificate (Incorporated by reference to Exhibit No. (d) of the
Company’s Registration Statement on Form N-2 (Registration No.
333-163279)).
|
|
|
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: April
13, 2010
|
GOLUB
CAPITAL BDC, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
David B. Golub
|
|
Name:
|
David
B. Golub
|
|
Title:
|
Chief
Executive Officer
|