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As filed with the Securities and Exchange Commission on
June 21, 2005
Registration No. 333-123699
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
x Pre-Effective
Amendment No. 3
o Post-Effective
Amendment No.
Gladstone Investment Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State of Incorporation)
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83-0423116
(I.R.S. Employer Identification No.) |
1521 Westbranch Drive, Suite 200
McLean, Virginia 22102
(703) 287-5800
(Address and telephone number, including area code, of
principal executive offices)
David Gladstone
Chairman and Chief Executive Officer
Gladstone Investment Corporation
1521 Westbranch Drive, Suite 200
McLean, Virginia 22102
(Name and address of agent for service)
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Copies to: |
Thomas R. Salley, Esq.
Darren K. DeStefano, Esq.
Noah B. Pittard, Esq.
Cooley Godward LLP
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, Virginia 20190
(703) 456-8000
(703) 456-8100 (facsimile) |
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John A. Good, Esq.
Helen W. Brown, Esq.
Bass, Berry & Sims PLC
The Tower at Peabody Place
100 Peabody Place, Suite 900
Memphis, Tennessee 38103-3672
(901) 543-5900
(888) 543-5999 (facsimile) |
Approximate Date of Proposed Public Offering: As soon as
practicable after the effective date of the Registration
Statement.
If any securities being registered on this form will be offered
on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933, other than securities offered
in connection with a dividend reinvestment plan, check the
following
box. o
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as
the Commission, acting pursuant to Section 8(a), may
determine.
Part C
Other information
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Item 25. |
Financial Statements and Exhibits |
The following financial statements of Gladstone Investment
Corporation (the Company or the
Registrant) are included in the registration
statement in Part A: Information Required in a
Prospectus:
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Audited Balance Sheet
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Report of Independent Registered Public Accounting Firm
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F-2 |
Balance Sheet as of March 31, 2005
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F-3 |
Notes
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F-4 |
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Exhibit |
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Number |
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Description |
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a.1 |
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Certificate of Incorporation. |
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a.2 |
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Form of Amended and Restated Certificate of Incorporation to be
filed prior to completion of this offering. |
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b.1 |
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Bylaws. |
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b.2 |
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Amended and Restated Bylaws. |
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c |
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Not applicable. |
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d |
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Specimen Stock Certificate. |
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e |
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Dividend Reinvestment Plan. |
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f |
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Not applicable. |
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g |
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Form of Investment Advisory and Management Agreement between the
Company and Gladstone Management Corporation. |
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h |
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Form of Underwriting Agreement. |
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i |
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Not applicable. |
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j |
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Custody Agreement with The Bank of New York with respect to
safekeeping. |
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k.1 |
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Form of Stock Transfer Agency Agreement between the Company and
the Bank of New York. |
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k.2 |
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Form of Administration Agreement between the Company and
Gladstone Administration, LLC. |
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k.3 |
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Trademark License Agreement between the Company and Gladstone
Management Corporation. |
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l |
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Opinion of Cooley Godward LLP. |
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m |
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Not applicable. |
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n.1 |
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Consent of independent registered public accounting firm. |
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n.2 |
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Consent of Cooley Godward LLP (included in Exhibit l). |
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n.3 |
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Consent of Anthony W. Parker to serve as director. |
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n.4 |
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Consent of David A.R. Dullum to serve as director. |
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n.5 |
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Consent of Michela A. English to serve as director. |
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n.6 |
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Consent of Paul W. Adelgren to serve as director. |
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n.7 |
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Consent of Maurice W. Coulon to serve as director. |
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n.8 |
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Consent of John H. Outland to serve as director. |
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o |
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Not applicable. |
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p |
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Founder Stock Purchase Agreement dated February 18, 2005. |
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q |
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Not applicable. |
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r |
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Code of Business Conduct and Ethics. |
C-1
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Item 26. |
Marketing Arrangements |
The information contained under the heading
Underwriting on page 81 of the prospectus is
incorporated herein by reference.
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Item 27. |
Other Expenses of Issuance and Distribution |
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Commission registration fee
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$ |
24,364 |
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Nasdaq National Market Listing Fee
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100,000 |
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Accounting fees and expenses
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75,000 |
* |
Legal fees and expenses
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750,000 |
* |
Printing and engraving
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225,000 |
* |
Transfer agent and registrar fees
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25,000 |
* |
Miscellaneous fees and expenses
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100,636 |
* |
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Total
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$ |
1,300,000 |
* |
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* |
Estimated for filing purposes. |
All of the expenses set forth above shall be borne by the
Company.
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Item 28. |
Persons Controlled By or Under Common Control |
Entities under common control with the Company:
Gladstone Capital Corporation, Maryland corporation controlled
by the Companys board of directors
Gladstone Capital Advisers, Inc., Delaware corporation and
wholly-owned subsidiary of Gladstone Capital Corporation
Gladstone Commercial Corporation, Maryland corporation
controlled by the Companys board of directors
Gladstone Commercial Partners, LLC, Delaware limited liability
company and wholly-owned subsidiary of Gladstone Commercial
Gladstone Commercial Limited Partnership, Delaware limited
partnership controlled by its general partner Gladstone
Commercial Partners, LLC
Gladstone Land Corporation, Delaware corporation, controlled,
through 100% stock ownership, by David Gladstone
Gladstone Management Corporation, Delaware corporation
controlled, through 100% stock ownership, by David Gladstone
Gladstone Administration, LLC, Delaware limited liability
company and wholly-owned subsidiary of Gladstone Management
Corporation.
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Item 29. |
Number of Holders of Securities |
The following table sets forth the approximate number of record
holders of the Companys common stock at June 21, 2005.
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Number of | |
Title of Class |
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Record Holders | |
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Common stock, $0.001 par value per share
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1 |
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Subject to the 1940 Act or any valid rule, regulation or order
of the SEC thereunder, the registrants amended and
restated certificate of incorporation and bylaws provide that it
will indemnify any person who was or is a party or is threatened
to be made a party to any threatened action, suit or proceeding
whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of
C-2
the registrant, or is or was serving at the request of the
registrant as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or other enterprise to the
maximum extent permitted by Section 145 of the Delaware
General Corporation Law. The 1940 Act provides that a company
may not indemnify any director or officer against liability to
it or its security holders to which he or she might otherwise be
subject by reason of his or her willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of his or her office unless a determination is made
by final decision of a court, by vote of a majority of a quorum
of directors who are disinterested, non-party directors or by
independent legal counsel that the liability for which
indemnification is sought did not arise out of the foregoing
conduct. In addition to any indemnification to which directors
and officers of the registrant are entitled pursuant to its
certificate of incorporation and bylaws and the Delaware General
Corporation Law, the registrants certificate of
incorporation and bylaws permit it to indemnify its other
employees and agents to the fullest extent permitted by the
Delaware General Corporation Law, whether such employees or
agents are serving the registrant or, at its request, any other
entity.
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Item 31. |
Business and Other Connections of Investment
Adviser |
A description of any other business, profession, vocation or
employment of a substantial nature in which Gladstone Management
Corporation, and each director or executive officer of Gladstone
Management, is or has been during the past two fiscal years,
engaged in for his or her own account or in the capacity of
director, officer, employee, partner or trustee, is set forth in
Part A of this Registration Statement in the section
entitled Management. Additional information
regarding Gladstone Management and its officers and directors is
set forth in its Form ADV, as filed with the Securities and
Exchange Commission, and is incorporated herein by reference.
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Item 32. |
Location of Accounts and Records |
The Registrant maintains at its principal office physical
possession of each account, book or other document required to
be maintained by Section 31(a) of the 1940 Act and the
rules thereunder.
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Item 33. |
Management Services |
Not applicable.
1. The Registrant undertakes to suspend the offering of
shares until the prospectus is amended if, subsequent to the
effective date of its registration statement, (1) the net
asset value declines more than ten percent from its net
asset value as of the effective date of the registration
statement; or (2) the net asset value increases to an
amount greater than the net proceeds as stated in the prospectus.
2. The Registrant undertakes that:
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(a) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rules 430A and contained in a form of
prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of
the time it was declared effective. |
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(b) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. |
C-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Pre-effective Amendment
No. 3 to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of McLean, in the Commonwealth of Virginia, on the
21st day of June, 2005.
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GLADSTONE INVESTMENT
CORPORATION
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David Gladstone |
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Chairman of the Board and Chief |
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Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
Pre-effective Amendment No. 3 to this Registration
Statement has been signed by the following persons in the
capacities indicated on June 21, 2005.
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Signature |
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Title |
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/s/ David Gladstone
David
Gladstone |
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Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) |
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Terry
Lee Brubaker |
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Vice Chairman, Chief Operating Officer and Director |
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George
Stelljes III |
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President, Chief Investment Officer and Director |
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Harry
T. Brill, Jr. |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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*By: |
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/s/ David Gladstone
David
Gladstone
Attorney-in-Fact |
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C-4
Exhibit List
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Exhibit |
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Number |
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Description |
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a.1
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Certificate of Incorporation. |
a.2
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Form of Amended and Restated Certificate of Incorporation to be
filed prior to completion of this offering. |
b.1
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Bylaws. |
b.2
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Amended and Restated Bylaws. |
c
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Not applicable. |
d
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Specimen Stock Certificate. |
e
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Dividend Reinvestment Plan. |
f
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Not applicable. |
g
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Form of Investment Advisory and Management Agreement between the
Company and Gladstone Management Corporation. |
h
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Form of Underwriting Agreement. |
i
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Not applicable. |
j
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Custody Agreement with The Bank of New York with respect to
safekeeping. |
k.1
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Form of Stock Transfer Agency Agreement between the Company and
the Bank of New York. |
k.2
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Form of Administration Agreement between the Company and
Gladstone Administration, LLC. |
k.3
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Trademark License Agreement between the Company and Gladstone
Management Corporation. |
l
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Opinion of Cooley Godward LLP. |
m
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Not applicable. |
n.1
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Consent of independent registered public accounting firm. |
n.2
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Consent of Cooley Godward LLP (included in Exhibit l). |
n.3
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Consent of Anthony W. Parker to serve as director. |
n.4
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Consent of David A.R. Dullum to serve as director. |
n.5
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Consent of Michela A. English to serve as director. |
n.6
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Consent of Paul W. Adelgren to serve as director. |
n.7
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Consent of Maurice W. Coulon to serve as director. |
n.8
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Consent of John H. Outland to serve as director. |
o
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Not applicable. |
p
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Founder Stock Purchase Agreement dated February 18, 2005. |
q
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Not applicable. |
r
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Code of Business Conduct and Ethics. |
C-5