8-K

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):

March 2, 2006

TECHNOLOGY INVESTMENT CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland	000-50398	20-0118736
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 983-5275

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On March 2, 2006, the Company issued a press release announcing its financial results for the three months and year ended December 31, 2005. The text of the press release is included as an exhibit to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

Exhibit No.	Description
99.1	Press release dated March 2, 2006

SIGNATURES

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.

Date: March 2, 2006	TECHNOLOGY INVESTMENT CAPITAL CORP.
	By:	/s/ Saul B. Rosenthal
		Saul B. Rosenthal
		President

EX-99.1

Exhibit 99.1

TICC Declares First Quarter 2006 Dividend of $0.30 per Share and Reports Earnings of $0.37 and $1.21 per Share for the Quarter

and the Year Ended December 31, 2005

Record Quarterly Increase in Shareholders’ Equity

GREENWICH, CT – (MARKET WIRE) - 3/02/2006 – Technology Investment Capital Corp. (Nasdaq: TICC) announced today that its Board of Directors has declared a dividend of $0.30 per share for the first quarter of 2006.

The dividend is payable as follows:

• Payable Date: March 31, 2006

• Record Date: March 10, 2006

In addition, TICC announced its financial results for the quarter and year ended December 31, 2005.

HIGHLIGHTS

• We had an increase in stockholders’ equity resulting from operations of approximately $5.5 million or $0.37 per share for the fourth quarter of 2005. The increase in stockholders’ equity resulting from operations consisted of net investment income of $3.8 million or approximately $0.26 per share, and net realized and unrealized gains of $1.7 million, or approximately $0.11 per share.

• For the year ended December 31, 2005 we had an increase in stockholders’ equity resulting from operations of approximately $16.3 million or $1.21 per share. The increase in stockholders’ equity resulting from operations consisted of net investment income of $14.4 million, or approximately $1.07 per share, and net realized and unrealized gains of $1.9 million or approximately $0.14 per share.

• We closed one transaction during the fourth quarter of 2005 and realized capital gains in two portfolio companies:

• Optimus Corporation: $7.5 million in senior unsecured notes with warrants

• Innovation Interactive: realized a gain on the sale of warrants of approximately $966,000.

• Advanced Aesthetics: realized a gain on the sale of warrants of approximately $773,000.

• We funded and committed approximately $168.5 million in 17 transactions during 2005.

• On December 14, 2005, we announced the closing of a public offering of common stock in which a total of 5,750,000 shares of common stock were sold. We raised approximately $78.8 million in net proceeds in the public offering, after deducting underwriting discounts and commission and offering expenses.

• We declared a special dividend of $0.12 per share during the fourth quarter of 2005 payable on January 18, 2006 to holders of record as of December 30, 2005.

• At December 31, 2005, the weighted average yield on our debt investments excluding cash and cash equivalents was approximately 10.9%.

• At December 31, 2005, our NAV per share was $13.77.

SUBSEQUENT EVENTS

• To date, we have closed 3 additional transactions during 2006, totaling $25 million:

• On January 23, 2006, we announced a $7 million investment in senior secured notes of one of the largest Internet domain registrars and on February 16, 2006 we purchased an additional $3 million in senior secured notes of this company.

• On February 21, 2006, we announced a $15 million transaction with MortgageIT, Inc. consisting of senior secured notes.

We will host a conference call to discuss our annual and fourth quarter results on, March 2nd at 10:00 AM EST. Please call 877-407-8031 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 877-660-6853, the account number is 286 and the access code is 192969.

The following financial statements are unaudited and without footnotes. Readers who would like additional information should obtain our Form 10-K for the period ended December 31, 2005 when it becomes available, and subsequent reports on Form 10-Q as they are filed.

About Technology Investment Capital Corp.

We are a publicly-traded business development company principally engaged in providing capital to small to mid-size technology-related companies. While the structures of our financings vary, we look to invest primarily in the debt and equity of established technology-related businesses. Companies interested in learning more about financing opportunities should contact Barry Osherow at (203) 661-9572 or visit our website at www.ticc.com.

Forward-Looking Statements

This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events.

TECHNOLOGY INVESTMENT CAPITAL CORP.

BALANCE SHEET (PRELIMINARY & UNAUDITED)

	December 31, 2005			December 31, 2004
ASSETS
Investments, at fair value (cost: $211,218,202 @ 12/31/05; $82,124,730 @ 12/31/04)	$	211,398,202		$	82,124,730
Cash and cash equivalents		55,811,584			57,317,398
Interest receivable – debt investments		2,022,660			489,431
Interest receivable – cash and cash equivalents		3,271			7,538
Securities sold not settled		773,486			0
Prepaid expenses		72,740			102,696
Other assets		25,875			460,666
TOTAL ASSETS	$	270,107,818		$	140,502,459
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Investment advisory fee payable to affiliate	$	1,498,813		$	697,022
Dividends payable		2,316,528			0
Accrued expenses		187,001			243,900
Accrued offering expenses		200,000			300,000
Total Liabilities		4,202,342			1,240,922
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, 100,000,000 shares authorized, and 19,304,401 and 10,157,848 issued and outstanding, respectively		193,044			101,578
Capital in excess of par value		263,885,376			139,410,302
Unrealized appreciation on investments		180,000			0
Accumulated realized gains on investments		1,739,015			0
Accumulated net investment loss		(91,959	)		(250,343	)
Total Stockholders’ Equity		265,905,476			139,261,537
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	270,107,818		$	140,502,459
Net asset value per share	$	13.77		$	13.71

TECHNOLOGY INVESTMENT CAPITAL CORP.

SCHEDULE OF INVESTMENTS (PRELIMINARY & UNAUDITED)

COMPANY	INDUSTRY	INVESTMENT	PRINCIPAL AMOUNT		COST		FAIR VALUE
Questia Media, Inc.	digital media	senior secured notes(3)(4) (11%, due Jan. 28, 2009)	$	12,039,331		12,039,331		12,039,331
MortgageIT, Inc.	financial services	senior secured notes (5.5%, due March 29, 2007)	$	15,000,000		15,000,000		15,000,000
Advanced Aesthetics Institute	medical services	senior secured notes(5) (12%, due March 31, 2009)	$	10,000,000		10,000,000		10,000,000
Endurance International	webhosting	senior secured notes(4)(5)(6) (10.04%, due July 23, 2009)	$	13,000,000		12,729,661		12,729,661
		convertible preferred stock(9)				345,000		345,000
DirectRevenue, LLC	internet advertising	senior secured notes(6)(7) (12%, due Aug. 19, 2007)	$	3,220,000		3,158,305		3,158,305
		warrants to purchase common units(9)				240,000		0
Avue Technologies Corp.	software	warrants to purchase common stock(9)				13,000		13,000
TrenStar Inc.	logistics technology	senior secured notes(3)(5) (10.03%, due Sept. 1, 2009)	$	17,074,493		17,074,493		17,074,493
		warrants to purchase convertible preferred stock(9)				—		—
3001, Inc.	geospatial imaging	senior unsecured notes(5) (10.0%, due Oct. 1, 2010)	$	10,000,000		10,000,000		10,000,000
		preferred stock(8)(9)				2,000,000		2,000,000
		common stock(8)(9)				1,000,000		1,000,000
Segovia, Inc.	satellite communications	senior secured notes(5)(6) (10.0%, due Feb. 8, 2010)	$	17,000,000		16,786,198		16,786,198
		warrants to purchase common stock(9)				260,000		680,000
WhittmanHart, Inc.	IT consulting	senior secured notes(4)(5) (10.25%, due March 23, 2010)	$	5,000,000		4,924,350		4,924,350
		warrants to purchase common stock(9)				—		—
		preferred stock(9)				476,000		476,000
		warrants to purchase preferred stock(9)				24,000		24,000
CrystalTech WebHosting, Inc	webhosting	senior secured notes(5) (12.0%, due March 10, 2010)	$	8,000,000		8,000,000		8,000,000
Falcon Communications	satellite communications	senior unsecured notes(5) (10.0%, due March 31,2011)	$	6,000,000		6,000,000		6,000,000
		common stock(9)				2,000,000		2,000,000
Climax Group, Inc.	software	senior secured notes(5)(6) (14.0%, due April 30,2008)	$	5,000,000		4,924,350		4,924,350
		warrants to purchase common stock(9)				100,000		100,000
Willow CSN Inc.	virtual workforce services	senior secured notes(5) (10.5%, due June 30, 2010)	$	13,500,000		13,320,068		13,320,068
		warrants to purchase convertible preferred stock(9)				200,000		200,000
NetQuote, Inc	web-based services	senior secured notes(5) (12.5% due August 16, 2010)	$	15,000,000		15,000,000		15,000,000
StayOnline, Inc.	Internet services	senior secured notes(5) (10.5%, due September 2, 2010)	$	15,000,000		14,662,937		14,662,937
		preferred stock(9)				360,588		360,588
GenuTec Business Solutions	software	senior secured notes(5) (9.0%, due September 16, 2010)	$	15,000,000		14,929,271		14,929,271
		warrants to purchase common stock(9)				75,000		75,000
Mortgagebot Acquisitions	financial services	senior secured notes(5) (10.0%, due October 29, 2010)	$	11,000,000		11,000,000		11,000,000
Optimus Corp.	IT consulting	senior unsecured notes(5) (14.0%, due September 23, 2010)	$	14,500,000		14,200,000		14,200,000
		warrants to purchase common stock(9)				300,000		300,000
Total investments					$	211,218,202	$	211,398,202

(1) We do not “control” and are not an “affiliate” of any of our portfolio companies, each as defined in the Investment Company Act of 1940 (the “1940 Act”). In general, under the 1940 Act, we would be presumed to “control” a portfolio company if we owned 25% or more of its voting securities and would be an “affiliate” of a portfolio company if we owned 5% or more of its voting securities.

(2) Fair value is determined in good faith by the Board of Directors of the Company.

(3) Investment includes payment-in-kind interest.

(4) Transaction also includes a commitment for additional notes and warrants upon satisfaction of certain specified conditions.

(5) Notes bear interest at variable rates.

(6) Cost and fair value reflect accretion of original issue discount.

(7) Cost and fair value reflect repayment of principal.

(8) Preferred stock and common stock held by limited liability company, in which we own membership interests.

(9) Non-income producing at the relevant period end.

(10) As a percentage of net assets at December 31, 2005, investments at fair value are categorized as follows: senior secured notes (65.3%), senior unsecured notes (11.4%), preferred stock (1.2%), common stock (1.1%) and warrants to purchase equity securities (0.5%).

(11) Aggregate gross unrealized appreciation for federal income tax purposes is $420,000; aggregate gross unrealized depreciation for federal income tax purposes is $240,000. Net unrealized appreciation is $180,000 based upon a tax cost basis of $211,218,202.

TECHNOLOGY INVESTMENT CAPITAL CORP.

STATEMENT OF OPERATIONS (PRELIMINARY & UNAUDITED)

	Three Months Ended December 31, 2005			Three Months Ended December 31, 2004		Year Ended December 31, 2005		Year Ended December 31, 2004
INVESTMENT INCOME
Interest income — debt investments	$	5,579,417		$	2,097,101	$	17,162,052	$	4,550,566
Interest income — cash and cash equivalents		169,985			266,479		1,022,852		1,092,274
Other income		603,264			523,397		3,615,633		1,745,318
Total Investment Income		6,352,666			2,886,977		21,800,537		7,388,158
EXPENSES
Salaries and benefits		105,471			54,780		724,784		207,698
Investment advisory fees		1,584,408			696,563		4,345,637		2,773,849
Professional fees		178,347			233,620		1,102,255		587,216
Insurance		23,542			23,170		98,860		83,450
Directors’ fees		32,250			38,250		135,000		141,000
Transfer agent and custodian fees		22,505			22,900		93,906		86,087
Interest expense		454,642			0		546,516		0
General and administrative		142,847			30,793		368,457		145,341
Total Expenses		2,544,012			1,100,076		7,415,415		4,024,641
NET INVESTMENT INCOME	$	3,808,654		$	1,786,901	$	14,385,122	$	3,363,517
NET UNREALIZED APPRECIATION/(DEPRECIATION) ON INVESTMENTS	$	(59,000	)	$	0	$	180,000	$	0
NET REALIZED GAINS ON INVESTMENTS	$	1,739,015		$	0	$	1,739,015	$	0
NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS	$	5,488,669		$	1,786,901	$	16,304,137	$	3,363,517
Net increase in stockholders’ equity resulting from operations per common share:
Basic and Diluted	$	0.37		$	0.18	$	1.21	$	0.33
Weighted average shares of common stock outstanding:
Basic and Diluted		14,653,320			10,125,759		13,459,343		10,093,660

TECHNOLOGY INVESTMENT CAPITAL CORP.

FINANCIAL HIGHLIGHTS (PRELIMINARY & UNAUDITED)

	YEAR ENDED DECEMBER 31, 2005			YEAR ENDED DECEMBER 31, 2004			PERIOD JULY 21, 2003 (INCEPTION) THROUGH DECEMBER 31, 2003
Per Share Data
Net asset value at beginning of period	$	13.71		$	13.80		$	15.00
Offering costs and underwriters discount		(0.14	)		0.00			(1.14	)
Net investment income (loss)		1.07			0.33			(0.06	)
Net realized and unrealized gains		0.14			0.01	(1)		0.00
Distributions from net investment income		(1.01	)		(0.33	)		0.00
Tax return of capital distribution		0.00			(0.10	)		0.00
Net asset value at end of period	$	13.77		$	13.71		$	13.80
Per share market value at beginning of period	$	15.01		$	15.55		$	15.00	(2)
Per share market value at end of period		15.10			15.01			15.55
Total return (3)		7.33	%		(0.71	)%		3.67	%
Shares outstanding at end of period		19,304,401			10,157,848			10,000,100
Ratios/Supplemental Data
Net assets at end of period (‘000s)	$	265,905		$	139,262		$	137,970
Average net assets (‘000s)		184,715			137,568			28,703
Ratio of expenses to average net assets		4.0	%		2.9	%		2.4	% *
Ratio of net investment income (loss) to average net assets		7.8	%		2.4	%		(2.0	)%*

* Not annualized.

(1) Represents rounding adjustment to reconcile change in net asset value per share; there were no actual realized or unrealized gains or losses for the periods presented.

(2) Represents initial public offering price.

(3) Total return equals the increase/decrease of the ending market value per share, plus dividends, divided by the beginning market value per share. The return for 2003 has not been annualized.