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): July 19, 2021
Prospect Capital Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARYLAND
|
|
814-00659
|
|
43-2048643
|
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer
|
|
of incorporation)
|
|
|
|
Identification No.)
|
10 East 40th Street, 42nd Floor, New York, New York 10016
(Address of principal executive offices, including zip code)
(212) 448-0702
(Registrant’s telephone number, including area code)
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:
|
|
|
|
|
|
|
|
|
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
|
Common Stock, $0.001 par value
|
PSEC
|
NASDAQ Global Select Market
|
|
6.875% Notes due 2029, par value $25
|
PBC
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 19, 2021, the Company filed a Certificate of Correction (the “Certificate of Correction”) to its Articles Supplementary filed on August 3, 2020 (the “Base Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland. The Certificate of Correction clarifies the permitted waiver of certain conversion fees upon the exercise of the “Holder Conversion Option” for an “M Share,” as each such term is defined in the Base Articles Supplementary. The Certificate of Correction became effective upon filing.
The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
Exhibit
Number
|
Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Prospect Capital Corporation
By: /s/ M. Grier Eliasek
Name: M. Grier Eliasek
Title: Chief Operating Officer
Date: July 19, 2021
PROSPECT 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 Prospect 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 August 3, 2020.
FOURTH: The defined term “Holder Conversion Settlement Amount” in Section 3 of the Articles as previously filed with the SDAT is set forth below:
“Holder Conversion Settlement Amount” means:
(i) with respect to any exercise of the Holder Conversion Option for a Series A Share, (1) the Stated Value, plus (2) an amount equal to accumulated but unpaid dividends, if any, on such Share (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Holder Conversion Exercise Date, minus (3) the applicable Holder Conversion Fee, if any;
(ii) with respect to any exercise of the Holder Conversion Option for an M Share:
(1) upon a Holder Conversion Exercise Date within one year after the Issuance Reference Date of such Share, (1) the Stated Value, plus (2) an amount equal to accumulated but unpaid dividends, if any, on such Share (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Holder Conversion Exercise Date, minus (3) an amount equal to the aggregate amount of all dividends, whether paid or accrued, on such M Share in the three months prior to the Holder Conversion Exercise Date, and
(2) upon a Holder Conversion Exercise Date occurring one year or more after the Issuance Reference Date of such Share, (1) the Stated Value, plus (2) an amount equal to accumulated but unpaid dividends, if any, on such Share
(whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Holder Conversion Exercise Date.
FIFTH: The defined term “Holder Conversion Settlement Amount” in Section 3 of the Articles as corrected hereby is set forth below:
“Holder Conversion Settlement Amount” means:
(i) with respect to any exercise of the Holder Conversion Option for a Series A Share, (1) the Stated Value, plus (2) an amount equal to accumulated but unpaid dividends, if any, on such Share (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Holder Conversion Exercise Date, minus (3) the applicable Holder Conversion Fee, if any;
(ii) with respect to any exercise of the Holder Conversion Option for an M Share:
(1) upon a Holder Conversion Exercise Date within one year after the Issuance Reference Date of such Share, (1) the Stated Value, plus (2) an amount equal to accumulated but unpaid dividends, if any, on such Share (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Holder Conversion Exercise Date, minus (3) the applicable Series M Clawback, if any; and
(2) upon a Holder Conversion Exercise Date occurring one year or more after the Issuance Reference Date of such Share, (1) the Stated Value, plus (2) an amount equal to accumulated but unpaid dividends, if any, on such Share (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Holder Conversion Exercise Date.
“Series M Clawback” means an amount equal to the aggregate amount of all dividends, whether paid or accrued, on such M Share in the three full months prior to the Holder Conversion Exercise Date. The Corporation, in its sole discretion, may decrease or waive the Series M Clawback with respect to any conversion of Shares by giving public announcement of the terms and duration of such waiver.
SIXTH: Section 7(a)(iv) of the of the Articles as previously filed with the SDAT is set forth below.
For all Shares duly submitted for Conversion pursuant to the Holder Conversion Option on or before a Holder Conversion Deadline Date, the Corporation shall determine the Holder Conversion Settlement Amount on the last Business Day prior to the next Holder Conversion Date or, in the sole discretion of the Corporation, such other Business Day occurring after the applicable Holder Conversion Deadline Date but before the next Holder Conversion Deadline Date (such date, as determined by the Corporation, the “Holder Conversion Exercise Date”).
SEVENTH: Section 7(a)(iv) of the of the Articles as corrected hereby is set forth below.
For all Shares duly submitted for Conversion pursuant to the Holder Conversion Option on or before a Holder Conversion Deadline Date, the Corporation shall determine the Holder Conversion Settlement Amount on the last Business Day prior to the next Holder Conversion Deadline Date or, in the sole discretion of the Corporation, such other Business Day occurring after the applicable Holder Conversion Deadline Date but before the next Holder Conversion Deadline Date (such date, as determined by the Corporation, the “Holder Conversion Exercise Date”).
EIGHTH: The undersigned officer 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 officer 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 President and attested to by its Secretary on this 19th day of July, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTEST:
|
|
|
PROSPECT CAPITAL CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kristin Van Dask
|
|
By:
|
/s/ M. Grier Eliasek
|
|
Name:
|
Kristin Van Dask
|
|
Name:
|
M. Grier Eliasek
|
|
Title:
|
Secretary
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|