-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SVl51DNXdC4WEoHGapG8dIhyislKc7OT7KNLwJoQbl4zSz9MSszKCqEwasK+Yey5 1iCBTFs4AumzYWJZJwuuTA== 0001193125-07-257974.txt : 20071203 0001193125-07-257974.hdr.sgml : 20071203 20071203162004 ACCESSION NUMBER: 0001193125-07-257974 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071203 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071203 DATE AS OF CHANGE: 20071203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY INVESTMENT CAPITAL CORP CENTRAL INDEX KEY: 0001259429 IRS NUMBER: 200118736 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00638 FILM NUMBER: 071280858 BUSINESS ADDRESS: STREET 1: 8 SOUND SHORE DR STREET 2: SUITE 255 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2039835275 MAIL ADDRESS: STREET 1: 8 SOUND SHORE DRIVE STREET 2: SUITE 255 CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 d8k.htm FORM 8-K Form 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): December 3, 2007

TICC CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

Maryland   000-50398   20-0188736

(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

TECHNOLOGY INVESTMENT CAPITAL CORP.

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

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 3, 2007, TICC filed Articles of Amendment for the purpose of amending its current Articles of Incorporation in order to change its corporate name from Technology Investment Capital Corp. to TICC Capital Corp. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.

The name change was previously announced in a Current Report on Form 8-K filed by TICC on October 1, 2007 (the “Prior Form 8-K”). As contemplated in the Prior Form 8-K, as a result of the name change TICC will no longer maintain a policy to invest, under normal circumstances, at least 80% of the value of its net assets (including the amount of any borrowings for investment purposes) in technology-related companies.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits.

 

Exhibit No.   

Description

3.1    Articles of Amendment


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: December 3, 2007     TICC CAPITAL CORP.
      By:   /s/ Saul B. Rosenthal
        Saul B. Rosenthal
        President
EX-3.1 2 dex31.htm EXHIBIT 3.1 Exhibit 3.1

Exhibit 3.1

TECHNOLOGY INVESTMENT CAPITAL CORP.

ARTICLES OF AMENDMENT

Technology Investment Capital Corp., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The Corporation desires to, and does hereby, amend its charter (the “Charter”) as currently in effect as hereafter set forth.

SECOND: The Charter is hereby amended by deleting the existing Article II in its entirety and substituting in lieu thereof a new Article II which reads as follows:

ARTICLE II

NAME

The name of the corporation (the “Corporation”) is:

TICC Capital Corp.

THIRD: The amendment to the Charter as set forth above has been approved by the Board of Directors of the Corporation in accordance with the requirements of Section 2-605 of the Maryland General Corporation Law.

[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Corporate Secretary on December 3, 2007.

 

    TECHNOLOGY INVESTMENT CAPITAL CORP.
Attest:   /s/ Patrick F. Conroy     By:   /s/ Jonathan H. Cohen
  Patrick F. Conroy       Jonathan H. Cohen
  Corporate Secretary       Chief Executive Officer

THE UNDERSIGNED, Jonathan H. Cohen, Chief Executive Officer of Technology Investment Capital Corp., who executed on behalf of said corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth herein with respect to the approval thereof are true in all material respects, under penalties of perjury.

/s/ Jonathan H. Cohen
Jonathan H. Cohen
-----END PRIVACY-ENHANCED MESSAGE-----