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: September 4, 2008
(Date
of earliest event reported)
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(Exact
name of registrant as specified in its
charter)
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MD
(State
or other jurisdiction
of
incorporation)
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333-114552
(Commission
File Number)
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43-2048643
(IRS
Employer
Identification
Number)
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10
East 40th Street, 44th Floor, New York, New York
10016
(Address
of principal executive offices)
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10016
(Zip
Code)
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212
448-0702
(Registrant's
telephone number, including area code)
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Not
Applicable
(Former
Name or Former Address, if changed since last
report)
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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))
Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements
of Certain Officers
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On
September 4, 2008, the Board of Directors (the “Board”) of Prospect Capital
Corporation (the “Company”) appointed Eugene Stark as a member of its Board to
fill a newly created Board seat. Mr. Stark will serve as a Class III member
of
the Board and will serve as a member of the Audit Committee and the Nominating
and Corporate Governance Committee.
Mr.
Stark
has served as Principal Financial Officer, Chief Compliance Officer and Vice
President - Administration of General American Investors Company, Inc. from
May
2005 to present. Prior to his role with General American Investors Company,
Inc., Mr. Stark served as the Chief Financial Officer of Prospect Capital
Corporation from January 2005 to April 2005. From May 1987 to December 2004
Mr.
Stark served as Senior Vice President (division level) and Vice President
(corporate level) with Prudential Financial, Inc. in various financial
management positions. Mr. Stark serves as a member of the Board of Directors
of
Prospect Capital Funding LLC, a wholly-owned subsidiary of the Company, and
sits
on the Board of Trustees and is a Member of the Finance Committee of Mount
Saint
Mary Academy.
Mr.
Stark
has not been compensated by the Company for his service on the Board
of
Directors of Prospect Capital Funding LLC.
For his
services as a member of the Board of the Company, Mr. Stark is entitled to
receive the same compensation as the other independent directors of the
Board.
There
are
no understandings or arrangements between Mr. Stark or any other person and
the
Company or any of its subsidiaries pursuant to which Mr. Stark was selected
to
serve as a member of the Company’s Board of Directors. There are no family
relationships between Mr. Stark and any director or executive officer and there
are no transactions between Mr. Stark or any of his immediate family members
and
the Company or any of its subsidiaries.
Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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Effective
as of September 4, 2008, the Board of the Company approved amendments to Section
4 of Article III and included a new Section 16 of Article III of the Company’s
Amended and Restated Bylaws (the “Bylaws”). Set forth below is a description of
the specific amendments to the Bylaws.
Section
4
of Article III of the Bylaws, which addresses special meetings of the Board,
has
been amended to provide a special meeting of the Board may be called by or
at
the request of a majority of the independent directors of the
Board.
The
Bylaws have been amended to include a new Section 16 of Article III, which
addresses agenda items of regular or special meeting of the Board, providing
that items shall be added to the agenda of any regular or special meeting of
the
Board at the request of the majority of the independent directors.
The
Company’s Amended and Restated Bylaws reflecting the amendments described above
are attached hereto as Exhibit 3.2
Item
9.01. |
Financial
Statements and Exhibits
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(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Shell company transactions:
None
(d)
Exhibits
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3.2 |
Amended
and Restated Bylaws of Prospect Capital
Corporation
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SIGNATURE
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.
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Dated:
September 10, 2008
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PROSPECT
CAPITAL CORPORATION
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By: |
/s/
John
F. Barry III |
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John
F. Barry III |
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Chief
Executive Officer |
Exhibit
No.
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Description
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3.2
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Amended
and Restated Bylaws of Prospect Capital
Corporation
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