UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) October 28, 2015
 

Gladstone Capital Corporation

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction

of incorporation)

811-000000

(Commission

File Number)

54-2040781

(IRS Employer

Identification No.)

 

1521 Westbranch Drive, Suite 100

McLean, Virginia

(Address of principal executive offices)

22102

(Zip Code)

 
   

 

Registrant's telephone number, including area code: (703) 287-5800
 
   

 

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:

 

¨    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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 28, 2015 Gladstone Capital Corporation filed a Certificate of Correction to Articles Supplementary Establishing and Fixing the Rights and Preferences of Term Preferred Shares to clarify that when Term Preferred Shares are redeemed they will have the status of authorized but unissued Term Preferred Shares.

 

The Certificate of Correction is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.

 

 

Item 9.01. Financial Statements and Exhibits

 

 (c) Exhibits
   
3.1 Certificate of Correction to Articles Supplementary Establishing and Fixing the Rights and Preferences of Term Preferred Shares.

 

 

 

 

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.

 

 

Gladstone Capital Corporation

(Registrant)

October 29, 2015

By: /s/ Melissa Morrison

(Melissa Morrison, Chief Financial Officer and Treasurer)

 

 

 

 

EXHIBIT INDEX 

 

3.1 Certificate of Correction to Articles Supplementary Establishing and Fixing the Rights and Preferences of Term Preferred Shares.

 

 

Exhibit 3.1

 

GLADSTONE CAPITAL CORPORATION

 

CERTIFICATE OF CORRECTION

 

THIS IS TO CERTIFY THAT:

 

FIRST : The title of the document being corrected is Articles Supplementary (the “Articles”).

 

SECOND : The sole party to the Articles is Gladstone Capital Corporation, a Maryland corporation (the “Corporation”).

 

THIRD : The Articles were filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) on October 31, 2011.

 

FOURTH : Section 2.8 of the Articles as previously filed with the SDAT is set forth below:

 

Term Preferred Shares that at any time have been redeemed or purchased by the Corporation shall, after such redemption or purchase, have the status of authorized but unissued shares of Capital Stock.

 

FIFTH : Section 2.8 of the Articles as corrected hereby is set forth below:

 

Term Preferred Shares that at any time have been redeemed or purchased by the Corporation shall, after such redemption or purchase, have the status of authorized but unissued Term Preferred Shares.

 

SIXTH : The undersigned acknowledges this Certificate of Correction to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed in its name and on its behalf by its Chairman of the Board and attested to by its General Counsel and Secretary on this 28 th day of October, 2015.

 

 

ATTEST:   GLADSTONE CAPITAL CORPORATION
     
     
By: /s/ Michael LiCalsi   By: /s/ David Gladstone   (SEAL)
Name: Michael LiCalsi   Name: David Gladstone    
Title: General Counsel and Secretary   Title: Chairman and Chief Executive Officer    
             
             

 

 

 

 

 

 

 

 

-2-