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 13, 2008

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

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 13, 2008, the Company issued a press release announcing its financial results for the three months and year ended December 31, 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) Exhibits.

Exhibit No.	Description
99.1	Press release dated March 13, 2008

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 13, 2008	TICC CAPITAL CORP.
	By:	/s/ Saul B. Rosenthal
		Saul B. Rosenthal
		President

EX-99.1

Exhibit 99.1

TICC Declares First Quarter 2008 Distribution of $0.36 per Share and Reports Net Investment Income per Share of Approximately $0.32 and $1.32 for the Quarter and the Year Ended December 31, 2007, Respectively

GREENWICH, CT – 3/13/2008 – TICC Capital Corp. (NASDAQ: TICC) announced today that its Board of Directors has declared a distribution of $0.36 per share for the first quarter of 2008.

The dividend is payable as follows:

• Payable Date: March 31, 2008

• Record Date: March 21, 2008

In addition, TICC announced today its financial results for the year ended December 31, 2007.

HIGHLIGHTS

• For the year ended December 31, 2007, we recorded approximately $43.8 million of total investment income and $27.2 million of net investment income compared to $35.9 million of total investment income and $25.4 million of net investment income for the year ended December 31, 2006, an increase of approximately 22.0% and 7.1%, respectively.

• Net investment income for the fourth quarter of 2007 was approximately $6.9 million or $0.32 per share, down 10.4% from the same quarter in 2006; in addition to the net investment income we had a net unrealized depreciation on investments of approximately $4.5 million and net realized losses on investments of approximately $12.6 million, resulting in a net decrease in net assets resulting from operations of approximately $0.50 per share for the fourth quarter of 2007.

• We recorded unrealized depreciation on our investments in Pulvermedia, LLC ($10.6 million), Group 329, LLC tranche A notes ($2.4 million), Power Tools, Inc ($1.8 million) and GenuTec Business Solutions, Inc. ($1.5 million), based primarily upon the operating performance and financial condition of these companies, and net unrealized depreciation for several of our broadly syndicated loan investments of approximately $1.7 million. Our debt investment in Pulvermedia was placed on non-accrual status as of December 31, 2007.

• We had net realized losses of approximately $12.6 million due primarily to the full redemption and restructuring of the GenuTec note of approximately $13.4 million. (During the fourth quarter, we had unrealized appreciation of approximately $13.4 million resulting from the reversal of prior periods’ unrealized depreciation for GenuTec).

• Investment originations for the fourth quarter amounted to approximately $46.2 million, and consisted of 2 investments in new portfolio companies and additional debt investments in 3 existing portfolio companies. The significant investments were as follows:

• $20.0 million investment in senior secured notes issued by Palm, Inc.

• $15.0 million investment in senior secured notes issued by GXS Worldwide, Inc.

• $7.2 million investment in senior secured notes issued by 3001, Inc. an existing portfolio company

• At December 31, 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 11.3%.

• Expenses for the quarter were approximately $5.4 million, including approximately $2.4 million in interest expense, reflecting outstanding borrowings under our credit facility and approximately $2.1 million in investment advisory fees.

• At December 31, 2007, approximately $136.5 million was outstanding under our credit facility.

• As of March 12, 2008, we had approximately $141.5 million outstanding under our credit facility.

SUBSEQUENT EVENTS

• As of January 31, 2008, we amended our existing revolving Credit Facility, extending the termination date to January 29, 2009. Royal Bank of Canada (“RBC”) remains agent under the Facility and each of RBC and Branch Banking & Trust Company remain a lender with a commitment of $75,000,000, for a total commitment of $150,000,000; Commerzbank AG was removed as a lender. Under the terms of the amended Credit Facility, drawdowns will continue to bear interest on the same terms as the previous arrangement, which is generally 1.75% over LIBOR.

• The Board of Directors declared, on March 11, 2008, a cash distribution of $0.36 per share payable March 31, 2008 to holders of record on March 21, 2008.

We will host a conference call to discuss our fourth quarter results today, Thursday, March 13th at 10:00 AM EST. Please call 800-860-2442 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 877-344-7529, the replay passcode is 416929.

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, 2007 when it becomes available, and subsequent reports on Form 10-Q as they are filed.

TICC CAPITAL CORP.

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

	December 31, 2007			December 31, 2006
ASSETS
Investments, at fair value (cost: $411,125,347 @ 12/31/07; $325,660,997 @ 12/31/06)
Non-affiliated/non-control investments ($389,288,207 @ 12/31/07; $303,409,875 @ 12/31/06)	$	360,530,609		$	303,933,738
Control investments (cost: $21,837,140 @ 12/31/07; $22,251,122 @ 12/31/06)		24,837,140			22,251,122
Total investments at fair value		385,367,749			326,184,860
Cash and cash equivalents		7,944,608			5,181,512
Interest receivable		2,876,424			3,216,305
Prepaid expenses and other assets		201,372			237,069
Total assets	$	396,390,153		$	334,819,746
LIABILITIES
Investment advisory fee payable to affiliate	$	2,123,168		$	1,995,517
Dividends payable		0			2,364,699
Accrued interest payable		310,312			458,507
Accrued expenses		87,170			165,678
Loans payable		136,500,000			58,500,000
Total liabilities		139,020,650			63,484,401
NET ASSETS
Common stock, $0.01 par value, 100,000,000 shares authorized, and 21,563,717 and 19,705,824 issued and outstanding, respectively		215,637			197,058
Capital in excess of par value		296,578,543			269,909,732
Net unrealized (depreciation) appreciation on investments		(25,757,598	)		523,863
Accumulated net realized (losses) gains on investments		(13,389,509	)		320,139
Distributions (in excess of) less than investment income		(277,570	)		384,553
Total net assets		257,369,503			271,335,345
Total liabilities and net assets	$	396,390,153		$	334,819,746
Net asset value per common share	$	11.94		$	13.77

TICC CAPITAL CORP.

STATEMENTS OF OPERATIONS (UNAUDITED)

	Year Ended December 31, 2007			Year Ended December 31, 2006		Year Ended December 31, 2005
INVESTMENT INCOME
From non-affiliated/non-control investments:
Interest income - debt investments	$	37,913,611		$	30,490,365	$	17,162,052
Interest income - cash and cash equivalents		655,859			682,760		1,022,852
Other income		1,956,141			3,342,713		3,615,633
Total investment income from non-affiliated/non-control investments		40,525,611			34,515,838		21,800,537
From control investments:
Interest income - debt investments		3,316,202			1,031,389		0
Other income		0			400,000		0
Total investment income from control investments		3,316,202			1,431,389		0
Total investment income		43,841,813			35,947,227		21,800,537
EXPENSES
Compensation expense		897,740			712,301		724,784
Investment advisory fees		7,461,735			6,240,055		4,345,637
Professional fees		1,010,140			1,059,918		1,102,255
Interest expense		6,313,859			1,896,903		546,516
General and administrative		964,720			637,232		696,223
Total expenses		16,648,194			10,546,409		7,415,415
Net investment income		27,193,619			25,400,818		14,385,122
Net change in unrealized appreciation or depreciation on investments		(26,281,461	)		343,863		180,000
Net realized (losses) gains on investments		(12,560,990	)		586,491		1,739,015
Net (decrease) increase in net assets resulting from operations	$	(11,648,832	)	$	26,331,172	$	16,304,137
Net increase in net assets resulting from net investment income per common share:
Basic and diluted	$	1.32		$	1.30	$	1.07
Net (decrease) increase in net assets resulting from operations per common share:
Basic and diluted	$	(0.57	)	$	1.35	$	1.21
Weighted average shares of common stock outstanding:
Basic and diluted		20,546,307			19,491,588		13,459,343

TICC CAPITAL CORP.

FINANCIAL HIGHLIGHTS (UNAUDITED)

	Year ended December 31, 2007			Year ended December 31, 2006			Year ended December 31, 2005			Year ended December 31, 2004			Period from July 21, 2003 (Inception) through December 31, 2003
Per Share Data
Net asset value at beginning of period	$	13.77		$	13.77		$	13.71		$	13.80		$	15.00
Net investment income (loss)(1)		1.32			1.30			1.07			0.33			(0.06	)
Net realized and unrealized capital gains (losses) (2)		(1.76	)		0.05			0.14			0.01			0.00
Effect of shares issued, net of offering expenses		0.05			0.03			(0.14	)		0.00			(1.14	)
Total from investment operations		(0.39	)		1.38			1.07			0.34			(1.20	)
Dividends from net investment income		(1.37	)		(1.28	)		(1.01	)		(0.33	)		(0.00	)
Distributions from net realized capital gains		(0.05	)		(0.10	)		(0.00	)		(0.00	)		(0.00	)
Tax return of capital distributions		(0.02	)		(0.00	)		(0.00	)		(0.10	)		(0.00	)
Total distributions(3)		(1.44	)		(1.38	)		(1.01	)		(0.43	)		(0.00	)
Net asset value at end of period	$	11.94		$	13.77		$	13.77		$	13.71		$	13.80
Per share market value at beginning of period	$	16.14		$	15.10		$	15.01		$	15.55		$	15.00
Per share market value at end of period	$	9.23		$	16.14		$	15.10		$	15.01		$	15.55
Total return(4)		(36.26	)%		17.02	%		7.47	%		(0.71	)%		3.67	%
Shares outstanding at end of period		21,563,717			19,705,824			19,304,401			10,157,848			10,000,100
Ratios/Supplemental Data
Net assets at end of period (000’s)	$	257,370		$	271,335		$	265,905		$	139,262		$	137,970
Average net assets (000’s)		277,994			270,309			184,715			137,568			28,703
Ratio of expenses to average net assets		5.99	%		3.90	%		4.00	%		2.90	%		2.40	%
Ratio of expenses, excluding interest expense, to average net assets		3.72	%		3.20	%		3.72	%		2.90	%		2.40	%
Ratio of net investment income to average net assets		9.78	%		9.40	%		7.80	%		2.40	%		(2.00	)%

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

(2) Net realized and unrealized capital gains (losses) include rounding adjustment to reconcile change in net asset value per share.

(3) For tax purposes, distributions for 2007 were funded from undistributed net investment income and realized capital gains from 2006, as well as current net investment income and realized capital gains, and included a tax return of capital. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for a fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. For the year ending December 31, 2007 approximately $0.02 per share of the Company’s distributions were 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.

About TICC 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 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.