8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 4, 2009

AMERITRANS CAPITAL CORPORATION

 (Exact Name of Registrant as Specified in Its Charter)

Delaware	333-63951	52-2102424
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

747 Third Avenue, 4th Floor

New York, New York 10017

(Address of Principal Executive Offices (Zip Code))

(212) 355-2449

 (Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name of Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

On December 10, 2009, the stockholders of Ameritrans Capital Corporation (the “Company”) approved an Investment Advisory and Management Agreement (the “Advisory Agreement”) with Velocity Capital LLC (“Velocity”).  Stockholder approval of the Advisory Agreement was obtained  in accordance with the requirements of the Investment Company Act of 1940. Following such approval, the Advisory Agreement became effective on said date. The material terms of the Advisory Agreement, as well as descriptions of any material relationships with Velocity, are set forth in the Company’s Definitive Proxy Statement on Schedule 14A in respect of the stockholders’ meeting to approve the Advisory Agreement filed with the Securities and Exchange Commission on October 30, 2009 in the section entitled “PROPOSAL NO. 1”.

Item 3.02  Unregistered Sale of Equity Securities.

Pursuant to the terms of the Advisory Agreement, the Company has agreed to issue to Velocity on the effective date of the Advisory Agreement, warrants exercisable for a term of five years to purchase 100,000 shares of the Company’s Common Stock at  an exercise price equal to the market price for shares of the Company’s Common Stock on the NASDAQ Capital Market on the date of grant. The issuance of warrants will be exempt from registration under the Securites Act of 1933 (the “Securities “Act”) pursuant to Section 4(2) of the Act.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2009, the Company increased the size of the Company’s Board of Directors to ten members and elected Elliot Singer to serve as a new director to fill the vacancy created by the increase in Board members until the next annual meeting of stockholders.  The election of Mr. Singer has increased the number of independent directors to six members.  On the same date, Mr. Singer was also elected to serve as a member of the Board of Directors of Elk Associates Funding Corporation (“Elk”), a wholly-owned subsidiary of the Company, subject to approval by the Small Business Administration.  

Mr. Singer will receive compensation as a director in accordance with the Company’s and Elk’s standard compensation policies for non-employee directors, which are described in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A, filed with the Securities and Exchange Commission on October 28, 2009, in the section entitled “EXECUTIVE COMPENSATION - Director Compensation”.

Also on December 4, 2009, Ellen Walker informed the Company’s Board of Directors that she will not seek reelection as a director upon expiration of her term at the next annual meeting of stockholders, currently contemplated to take place in January 2010. Accordingly, the Board intends to reconstitute the number of members of the Board to its prior size of nine following the next annual meeting of stockholders.  It is currently expected that Mr. Singer will be nominated to stand for election to continue serving as a director of the Company at the next annual meeting of stockholders.

Item 8.01.  Other Events.

On December 7, 2009, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

On December 10, 2009, the Company issued the press release attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release, dated December 7, 2009.
99.2	Press Release, dated December 10, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant's behalf.

AMERITRANS CAPITAL CORPORATION

By:  /s/ Michael Feinsod                              

Name:  Michael Feinsod

Title: Chief Executive Officer and President

Dated: December 10, 2009

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated December 7, 2009.
99.2	Press Release, dated December 10, 2009

EX-99.1

Exhibit 99.1

Ameritrans Announces Appointment of New Director

NEW YORK, Dec 07, 2009 (BUSINESS WIRE) -- Ameritrans Capital Corporation (NASDAQ: AMTC, AMTCP) (the "Company") today announced that its Board of Directors has increased the size of Ameritrans' Board of Directors to ten members and has elected Elliott Singer to serve as a new director to fill the vacancy created by the increase in Board members until the next annual meeting of stockholders. The election of Mr. Singer has increased the number of independent Directors to six members.

Commenting on the appointment of Mr. Singer, Ameritrans CEO Michael Feinsod said, "We would like to welcome Elliott to Ameritrans' Board and believe that the Company will benefit greatly from Elliott's wealth of past public company experience. The Board and senior management look forward to working with Elliott as we continue to build our Company and strengthen our business."

Elliott H. Singer is a Managing Director of FairView Advisors, a financial services firm that he founded in September 2001. Mr. Singer founded and served as the Chief Executive Officer of A+ Network (formerly A+ Communications), which was acquired by Metrocall in 1996. Mr. Singer is a member of the Board of Directors of Neurologix (NASDAQ: NRGX) and numerous privately held companies. Mr. Singer holds a B.A. from Tulane University and an MBA from the Leonard R. Stern School of Business at NYU.

The Company also announced today that Ellen Walker has informed the Board that she will not seek reelection upon expiration of her term at the next annual meeting of stockholders, currently contemplated to take place in January 2010. Accordingly, the Board intends to reconstitute the number of members of the Board to its prior size of nine following the next annual meeting of stockholders.

About Ameritrans

Ameritrans Capital Corporation is an internally managed, closed-end investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended. Ameritrans originates, structures and manages a portfolio of secured business loans and selected equity securities. Ameritrans' wholly owned subsidiary Elk Associates Funding Corporation was licensed by the United States Small Business Administration as a Small Business Investment Company (SBIC) in 1980.

EX-99.2

Exhibit 99.2

Ameritrans Announces Results of Special Meeting of Shareholders

NEW YORK, December 10, 2009 -- Ameritrans Capital Corporation (NASDAQ: AMTC, AMTCP) announced today that at a special meeting of stockholders the Investment Advisory and Management Agreement between the Company and Velocity Capital Advisors, LLC has been approved by the stockholders of the Company, and has now become effective.  Michael Feinsod, CEO and President of Ameritrans commented, "We look forward to moving ahead with the continued expansion of our Corporate Loan portfolio as described in the proxy statement delivered to stockholders in respect of the special meeting. We are excited at the prospects of our relationship with Velocity Capital Advisors, LLC and believe our unique corporate structure positions the Company to take advantage of the current corporate lending environment."

About Ameritrans

Ameritrans Capital Corporation is an internally managed, closed-end investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended. Ameritrans originates, structures and manages a portfolio of secured business loans and selected equity securities. Ameritrans' wholly owned subsidiary Elk Associates Funding Corporation was licensed by the United States Small Business Administration as a Small Business Investment Company (SBIC) in 1980.

This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those presently anticipated or projected. Ameritrans Capital Corporation cautions investors not to place undue reliance on forward-looking statements, which speak only as to management's expectations on this date.

Ameritrans Capital Corporation

Michael Feinsod

212-355-2449