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):

November 7, 2007

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 November 7, 2007, the Company issued a press release announcing its financial results for the three months ended September 30, 2007. 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) Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated November 7, 2007

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: November 7, 2007	TECHNOLOGY INVESTMENT CAPITAL CORP.
	By:	/s/ Saul B. Rosenthal
		Saul B. Rosenthal
		President

EX-99.1

Exhibit 99.1

TICC Announces Financial Results for Third Quarter 2007 and Dividend of $0.36 per Share

Net Investment Income Up 9.4% Over Third-Quarter 2006

GREENWICH, CT – 11/07/2007 – Technology Investment Capital Corp. (NASDAQ: TICC) announced today that its Board of Directors has declared a dividend of $0.36 per share for the fourth quarter of 2007.

The dividend is payable as follows:

• Payable Date: December 31, 2007

• Record Date: December 10, 2007

In addition, TICC announced today its financial results for the quarter ended September 30, 2007.

HIGHLIGHTS

• For the three months ended September 30, 2007, we recorded total investment income of approximately $11.0 million, compared to approximately $8.8 million for the third quarter of 2006.

• For the nine months ended September 30, 2007, we recorded approximately $31.6 million of total investment income and $20.3 million of net investment income compared to $24.5 million of total investment income and $17.7 million of net investment income for the same period in 2006, an increase of approximately 29.0% and 14.5%, respectively.

• Net investment income for the third quarter of 2007 was approximately $6.7 million or $0.32 per share, up 9.4% from the same quarter in 2006. However, as a result of unrealized depreciation on investments of approximately $11.9 million, we had a net decrease in net assets resulting from operations of approximately $0.24 per share for the third quarter of 2007.

• We recorded unrealized depreciation on our debt investments in Falcon Communications, Inc. ($7.0 million) and GenuTec Business Solutions, Inc. ($4.0 million), based primarily upon the operating performance and financial condition of these companies. Our debt investment in Falcon was placed on non-accrual status as of September 30, 2007. GenuTec has been on non-accrual since March 31, 2007.

• Investment originations for the third quarter amounted to approximately $66.8 million, and consisted of 6 investments in new portfolio companies and additional debt investments in 2 existing portfolio companies. The significant investments were as follows:

• $8.0 million investment in senior secured notes issued by Hyland Software, Inc.

• $15.0 million investment in senior secured notes issued by WAICCS Las Vegas, LLC.

• $10.0 million investment in senior secured notes issued by Empire Scaffold, LLC. In connection with this investment, we also committed to invest in an additional $3.0 million in senior notes as Empire Scaffold achieves certain milestones.

• $11.3 million investment in senior secured notes issued by Intergraph Corporation.

• $10.0 million investment in senior secured notes issued by Integra Telecomm, Inc.

• $8.5 million additional investment in senior secured notes issued by Segovia, Inc., an existing portfolio company.

• At September 30, 2007, the weighted average yield of our debt investments (excluding cash equivalents and assuming no interest income on the investments placed on non-accrual status) was approximately 11.6%.

• Expenses for the quarter were approximately $4.3 million, including approximately $1.9 million in investment advisory fees and approximately $1.7 million in interest expense, reflecting outstanding borrowings under our credit facility.

• At September 30, 2007 approximately $138.5 million was outstanding under our credit facility.

• As of November 6, 2007, we had approximately $146.5 million outstanding under our credit facility.

• On July 13, 2007, we closed on a public offering of 1,437,500 shares of common stock (including the underwriter’s over-allotment option), resulting in approximately $21.6 million in net proceeds which was used to repay indebtedness owed under our current revolving credit facility.

SUBSEQUENT EVENTS

• On October 1, 2007, we announced that we intend to change our name to TICC Capital Corp. Once the name change becomes effective, we will no longer maintain a policy to invest, under normal circumstances, at least 80% of the value of our net assets (including the amount of any borrowings for investment purposes) in technology-related companies. The name change is expected to become effective on or about December 3, 2007.

• On October 15, 2007, we completed a $15.0 million investment in senior secured notes issued by GXS Worldwide, Inc.

• On October 25, 2007, we completed a $7.2 million investment in senior unsecured notes issued by an existing portfolio company. At the same time, our $3 million equity investment in this company was repurchased, resulting in a realized capital gain of approximately $627,000.

• On October 25, 2007, the Board of Directors declared a dividend of $0.36 per share for the fourth quarter, payable on December 31, 2007 to shareholders of record as of December 10, 2007.

We will host a conference call to discuss our third quarter results today, Wednesday, November 7th 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 260374.

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, 2006, Form 10-Q for the quarter ended September 30, 2007 and subsequent reports on Form 10-Q as they are filed, each of which are available on the SEC’s website at www.sec.gov.

TECHNOLOGY INVESTMENT CAPITAL CORP.

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

	September 30, 2007 (unaudited)			December 31, 2006
ASSETS
Investments, at fair value (cost: $400,871,602 @ 9/30/07; $325,660,997 @ 12/31/06)
Non-affiliated/non-control investments ($378,734,843 @ 9/30/07; $303,409,875 @ 12/31/06)	$	354,522,038		$	303,933,738
Control investments (cost: $22,136,759 @ 9/30/07; $22,251,122 @ 12/31/06)		25,136,759			22,251,122
Total investments at fair value		379,658,797			326,184,860
Cash and cash equivalents		34,144,527			5,181,512
Interest receivable		3,162,271			3,216,305
Prepaid expenses and other assets		241,789			237,069
Total assets	$	417,207,384		$	334,819,746
LIABILITIES
Investment advisory fee payable to affiliate	$	1,917,260		$	1,995,517
Dividends payable		—			2,364,699
Securities purchased not settled		1,500,000			0
Accrued interest payable		338,467			458,507
Accrued expenses		571,474			165,678
Loans payable		138,500,000			58,500,000
Total liabilities		142,827,201			63,484,401
NET ASSETS
Common stock, $0.01 par value, 100,000,000 shares authorized, and 21,452,740 and 19,705,824 issued and outstanding, respectively		214,527			197,058
Capital in excess of par value		296,194,754			269,909,732
Net unrealized appreciation (depreciation) on investments		(21,212,805	)		523,863
Accumulated net realized gains on investments		413,904			320,139
Distributions (in excess of) less than investment income		(1,230,197	)		384,553
Total net assets		274,380,183			271,335,345
Total liabilities and net assets	$	417,207,384		$	334,819,746
Net asset value per common share	$	12.79		$	13.77

TECHNOLOGY INVESTMENT CAPITAL CORP.

STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended September 30, 2007			Three Months Ended September 30, 2006		Nine Months Ended September 30, 2007			Nine Months Ended September 30, 2006
INVESTMENT INCOME
From non-affiliated/non-control investments:
Interest income - debt investments	$	9,551,803		$	8,100,962	$	26,904,246		$	21,432,020
Interest income - cash and cash equivalents		278,002			108,659		502,551			555,433
Other income		348,114			399,359		1,653,826			2,294,118
Total investment income from non-affiliated/non-control investments		10,177,919			8,608,980		29,060,623			24,281,571
From control investments:
Interest income - debt investments		844,795			183,024		2,529,620			183,024
Total investment income from control investments		844,795			183,024		2,529,620			183,024
Total investment income		11,022,714			8,792,004		31,590,243			24,464,595
EXPENSES
Compensation expense		200,000			222,711		600,000			483,057
Investment advisory fees		1,916,011			1,494,463		5,338,567			4,244,537
Professional fees		280,514			217,160		723,211			746,805
Interest expense		1,670,543			556,664		3,908,331			789,034
General and administrative		234,713			159,523		714,060			468,946
Total expenses		4,301,781			2,650,521		11,284,169			6,732,379
Net investment income		6,720,933			6,141,483		20,306,074			17,732,216
Net change in unrealized appreciation or depreciation on investments		(11,888,743	)		308,896		(21,736,667	)		909,308
Net realized gains on investments		0			309,210		93,765			245,598
Net (decrease) increase in net assets resulting from operations	$	(5,167,810	)	$	6,759,589	$	(1,336,828	)	$	18,887,122
Net increase in net assets resulting from net investment income per common share:
Basic and Diluted	$	0.32		$	0.31	$	1.00		$	0.91
Net (decrease) increase in net assets resulting from operations per common share:
Basic and Diluted	$	(0.24	)	$	0.35	$	(0.07	)	$	0.97
Weighted average shares of common stock outstanding:
Basic and Diluted		21,160,613			19,537,811		20,240,436			19,448,624

TECHNOLOGY INVESTMENT CAPITAL CORP.

FINANCIAL HIGHLIGHTS (UNAUDITED)

	Three Months Ended September 30, 2007			Three Months Ended September 30, 2006			Nine Months Ended September 30, 2007			Nine Months Ended September 30, 2006
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Per Share Data
Net asset value at beginning of period	$	13.27		$	13.81		$	13.77		$	13.77
Net investment income(1)		0.32			0.31			1.00			0.91
Net realized and unrealized capital gains (losses)(2)		(0.56	)		0.04			(1.01	)		0.08
Effect of shares issued, net of offering expenses		0.12			0.00			0.11			0.00
Total from investment operations		(0.12	)		0.35			0.10			0.99
Total distributions		(0.36	)		(0.32	)		(1.08	)		(0.92	)
Net asset value at end of period	$	12.79		$	13.84		$	12.79		$	13.84
Per share market value at beginning of period	$	15.79		$	14.65		$	16.14		$	15.10
Per share market value at end of period	$	13.37		$	14.63		$	13.37		$	14.63
Total return(4)		(13.0	)%		2.05	%		(11.1	)%		3.12	%
Shares outstanding at end of period		21,452,740			19,616,153			21,452,740			19,616,153
Ratios/Supplemental Data
Net assets at end of period (000’s)	$	274,380		$	271,478		$	274,380		$	271,478
Average net assets (000’s)	$	286,264		$	270,805		$	277,409		$	269,226
Ratio of expenses to average net assets(5)		6.01	%		3.92	%		5.42	%		3.33	%
Ratio of expenses, excluding interest expense, to average net assets(5)		3.68	%		3.09	%		3.55	%		2.94	%
Ratio of net investment income to average net assets(5)		9.39	%		9.07	%		9.76	%		8.78	%

(1) Represents per share net investment income for the period, based upon average shares outstanding.

(2) Includes rounding adjustment to reconcile change in net asset value per share.

(3) For tax purposes, we expect that dividends for 2007 will be funded from undistributed net investment income and realized capital gains from 2006, as well as net investment income and realized capital gains. Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The tax character of distributions will be determined at the end of the fiscal year. However, if the character of such distributions were determined as of September 30, 2007, approximately $0.03 per share of the Company’s distributions would have been characterized as a tax return of capital to the Company’s stockholders.

(4) Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company’s dividend reinvestment plan. Total return is not annualized.

(5) Annualized.

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.