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): December 3, 2007
TICC CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 000-50398 | 20-0188736 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 983-5275
TECHNOLOGY INVESTMENT CAPITAL CORP.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K 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 December 3, 2007, TICC filed Articles of Amendment for the purpose of amending its current Articles of Incorporation in order to change its corporate name from Technology Investment Capital Corp. to TICC Capital Corp. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
The name change was previously announced in a Current Report on Form 8-K filed by TICC on October 1, 2007 (the “Prior Form 8-K”). As contemplated in the Prior Form 8-K, as a result of the name change TICC will no longer maintain a policy to invest, under normal circumstances, at least 80% of the value of its net assets (including the amount of any borrowings for investment purposes) in technology-related companies.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit No. |
Description |
|
| 3.1 | Articles of Amendment | |
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.
| Date: December 3, 2007 | TICC CAPITAL CORP. | |||||||
| By: | /s/ Saul B. Rosenthal | |||||||
| Saul B. Rosenthal | ||||||||
| President | ||||||||
Exhibit 3.1
TECHNOLOGY INVESTMENT CAPITAL CORP.
ARTICLES OF AMENDMENT
Technology Investment Capital Corp., a Maryland corporation (the “Corporation” ), having its principal office in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department” ) that:
FIRST : The Corporation desires to, and does hereby, amend its charter (the “Charter” ) as currently in effect as hereafter set forth.
SECOND : The Charter is hereby amended by deleting the existing Article II in its entirety and substituting in lieu thereof a new Article II which reads as follows:
ARTICLE II
NAME
The name of the corporation (the “Corporation” ) is:
TICC Capital Corp.
THIRD : The amendment to the Charter as set forth above has been approved by the Board of Directors of the Corporation in accordance with the requirements of Section 2-605 of the Maryland General Corporation Law.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Corporate Secretary on December 3, 2007.
| TECHNOLOGY INVESTMENT CAPITAL CORP. | ||||||||
| Attest: | /s/ Patrick F. Conroy | By: | /s/ Jonathan H. Cohen | |||||
| Patrick F. Conroy | Jonathan H. Cohen | |||||||
| Corporate Secretary | Chief Executive Officer | |||||||
THE UNDERSIGNED, Jonathan H. Cohen, Chief Executive Officer of Technology Investment Capital Corp., who executed on behalf of said corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth herein with respect to the approval thereof are true in all material respects, under penalties of perjury.
| /s/ Jonathan H. Cohen |
| Jonathan H. Cohen |