8-K 1 ainv8-kx503xamendmentstoar.htm 8-K Document



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):  July 22, 2019 (July 22, 2019)
 
Apollo Investment Corporation
(Exact Name of Registrant as Specified in Charter)
 

Maryland
 
814-00646
 
52-2439556
(State or Other
Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
9 West 57th Street,
New York, NY 10019
(Address of Principal Executive Offices) (Zip Code)
 
(212) 515-3450
(Registrant’s telephone number, including area code)
 
None
(Former Name or 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):
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


















 Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
AINV
NASDAQ Global Select Market
6.875% Senior Notes due 2043
AIY
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company [ ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]








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


Charter Amendment

On July 22, 2019, the Board of Directors of Apollo Investment Corporation (the “Company”) approved Articles of Amendment (the “Articles of Amendment”), which amend the charter of the Company and reduce the number of shares of capital stock authorized in the Company’s charter from 400,000,000 shares of common stock, par value $0.001 per share, to 130,000,000 shares of common stock, par value $0.001 per share. The Articles of Amendment were accepted for record by the Department of Assessments and Taxation of the State of Maryland on July 22, 2019 and immediately became effective.

The Articles of Amendment follow the Company’s one-for-three reverse stock split (the “Reverse Split”), which was effective November 30, 2018. The Reverse Split reduced the outstanding shares of common stock from approximately 204,000,000 million shares to approximately 68,000,000 million shares of common stock. The Articles of Amendment now reduce the authorized common stock of the Company in a manner roughly proportional to the Reverse Split.

The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.





 







SIGNATURE
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.
 
 
 
 
 
 
 
APOLLO INVESTMENT CORP.
 
 
 
 
 
 
By:
/s/ Joseph D. Glatt
 
 
 
Name: Joseph D. Glatt
 
 
 
Title: Chief Legal Officer & Secretary
Date: July 22, 2019