UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROSPECT CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland
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43-2048643
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(State of incorporation or
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(I.R.S. Employer or
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organization)
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Identification No.)
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10 East 40th Street, 42nd Floor
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New York, New York
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10016
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
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to be so registered
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each class is to be registered
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None
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None
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please check the following box. o
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective General Instruction A.(d), please check the following box. x
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o
Securities Act registration statement file number to which this form relates: 333-236415
Securities to be registered pursuant to Section 12(g) of the Act:
5.50% Series A1 Preferred Stock, par value $0.001
5.50% Series M1 Preferred Stock, par value $0.001
5.50% Series M2 Preferred Stock, par value $0.001
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Prospect Capital Corporation (the “Company”) hereby incorporates by reference (i) the description of each of its 5.50% Series A1 Preferred Stock (the “A Shares”), 5.50% Series M1 Preferred Stock (the “Series M1 Shares”) and 5.50% Series M2 Preferred Stock (the “Series M2 Shares”) to be registered hereunder, set forth under the section entitled “The Offering” in the Company’s prospectus supplement dated August 3, 2020 (the “Prospectus Supplement”), as filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2020 pursuant to Rule 497 under the Securities Act of 1933, as amended (the “Securities Act”), to the prospectus dated February 13, 2020 (the “Prospectus”), constituting part of the Registration Statement on Form N-2 (File No. 333-236415) of the Company, filed with the SEC under the Securities Act on February 13, 2020; (ii) the related information under the headings “Description of Our Capital Stock - Preferred Stock” and “Description of Our Preferred Stock” in the Prospectus and “Description of the Preferred Stock” in the Prospectus Supplement; and (iii) any description of the A Shares, Series M1 Shares and Series M2 included in a form of prospectus supplement subsequently filed by the Company under Rule 424(b) under the Securities Act. The A Shares, Series M1 Shares and Series M2 Shares are not listed on any national securities exchange.
ITEM 2. EXHIBITS.
The following exhibits are included, or incorporated by reference, in this registration statement (and are numbered in accordance with Item 601 of Regulation S-K).
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Exhibit No.
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Description
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3.1
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Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on May 9, 2014.
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3.2
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Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on December 11, 2015.
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3.3
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Articles of Amendment, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on August 5, 2020.
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3.4
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Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on August 5, 2020.
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4.1
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Form of Subscription Agreement, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on August 5, 2020.
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10.1
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Dealer Manager Agreement, dated as of August 3, 2020, by and between Prospect Capital Corporation and Preferred Capital Securities, LLC, incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K, filed on August 5, 2020.
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10.2
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Escrow Agreement, by and between Preferred Capital Securities, LLC, Prospect Capital Corporation and UMB Bank, National Association, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed on August 5, 2020.
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10.3
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Preferred Stock Dividend Reinvestment Plan, incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K, filed on August 5, 2020.
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[The remainder of this page was left intentionally blank. The signature is on the following page.]
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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PROSPECT CAPITAL CORPORATION
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(Registrant)
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Date: September 8, 2020
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By:
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/s/ M. Grier Eliasek
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Name:
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M. Grier Eliasek
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Title:
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President and Chief Operating Officer
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