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): June 10, 2015 (June 9, 2015)

Hercules Technology Growth Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland	814-00702	74-3113410
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

400 Hamilton Ave., Suite 310 Palo Alto, CA	94301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 289-3060

Not Applicable

(Former name or 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):

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Certain Officers.

In a Form 8-K filed on March 20, 2015, Hercules Technology Growth Capital, Inc. (the “Company”) announced that its Chief Financial Officer, Jessica Baron, had decided to resign from her position within the next few months or until the Company identified her successor. Effective June 9, 2015 (the “Effective Date”), Ms. Baron will resign as Chief Financial Officer of the Company.

(c) Appointment of Certain Officers.

Effective June 9, 2015, the Company’s Board of Directors appointed Andrew Olson, the Company’s Corporate Controller, as Interim Chief Financial Officer and Principal Accounting Officer of the Company until approximately August 1, 2015 when the Company’s newly appointed successor Chief Financial Officer will assume such role. In conjunction with being named Interim Chief Financial Officer and Principal Accounting Officer, Mr. Olson was also promoted to Vice President of Finance and Senior Controller of the Company. Set forth below is a description of the prior business experience of Mr. Olson.

Mr. Olson has served as the Company’s Corporate Controller since October 2014. As Corporate Controller, Mr. Olson has been responsible for financial and regulatory reporting and financial process and systems design and implementation. Prior to joining the Company, Mr. Olson served as a Senior Manager at PricewaterhouseCoopers LLP (“PwC”) in its Finance Services Assurance practice from September 2006 to October 2014. While at PwC, Mr. Olson developed extensive experience providing audit and consulting services to both regional and international financial institutions of various sizes and asset classes. Mr. Olson earned a Bachelor of Arts degree in Business Economics from the University of California. He is a Certified Public Accountant in the state of California.

Effective August 1, 2015, the Company’s Board of Directors appointed Mark Harris as the Company’s Chief Financial Officer. Set forth below is a description of the prior business experience of Mr. Harris.

Mr. Harris previously worked at Avenue Capital Group in New York for over 8 years, where he served as their Chief Financial Officer for their Asia Strategy and was their Senior Managing Director/Head of Asia, in which he lead the entire Asia strategy. Prior to working at Avenue Capital Group, Mr. Harris worked at Hutchison Telecommunications, a NYSE and Stock Exchange of Hong Kong listed company, as the Corporate Financial Controller from April 2004 to October 2006. He worked at Vsource, a NASDAQ listed Company, as the Vice President of Finance from February 2001 to March 2004, and prior to that he was with PricewaterhouseCoopers from June 1995 to February 2001, where he was a Manager in their Global Capital Markets Group. Mr. Harris has over 20 years of experience working with and within public companies, as well as the mezzanine and direct lending space within Avenue Capital Group.

Mr. Harris holds an M.B.A. from the University of Chicago, Booth School of Business and a Bachelor of Science degree from California Polytechnic State University, San Luis Obispo in Business Administration, with an emphasis in Accounting. He is also an active Certified Public Accountant.

There are no arrangements or understandings between Mr. Harris and any other persons pursuant to which Mr. Harris was appointed as the Chief Financial Officer of the Company.

Item 8.01 Other Events.

The Company issued press releases on June 10, 2015, which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated June 10, 2015
99.2	Press Release dated June 10, 2015

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.

	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
June 10, 2015
		By:	/s/ Andrew Olson
			Andrew Olson
			Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
99.1	Press Release dated June 10, 2015
99.2	Press Release dated June 10, 2015

EX-99.1

Exhibit 99.1

Hercules Strengthens Growing Senior Leadership Team with Appointment of Mark Harris as Chief Financial Officer

A Veteran of Mezzanine and Direct Lending Sectors, Harris Brings More Than 20 Years of Experience Working with Public Companies

Palo Alto, Calif., June 10, 2015– Hercules Technology Growth Capital, Inc. (NYSE: HTGC) (“Hercules” or the “Company”), the leading specialty finance company focused on providing senior secured loans to venture capital-backed companies in technology-related industries, including technology, biotechnology, life sciences, and energy & renewable technology, at all stages of development, is pleased to announce the appointment of Mark Harris as Chief Financial Officer of the Company, effective August 1, 2015.

In addition to leading Hercules’ finance and accounting groups, Mr. Harris will also oversee the Company’s operations, investor relations and human resources teams. Mr. Harris will report directly to Manuel A. Henriquez, Chairman and Chief Executive Officer of Hercules.

“We are excited and look forward to having Mark join Hercules and are confident that he will be an exceptional addition to our growing team,” Henriquez stated. “With 20 years of experience working with and within public companies, as well as his investment knowledge of the direct lending and mezzanine space as Portfolio Manager at Avenue Capital, Mark will play an integral role in helping me lead Hercules through the next stage of its evolution. Further, Mark’s global debt investment expertise will add depth to our originations platform and greatly benefit Hercules’ growth strategy. We believe we are well-positioned for continued success going forward, and I’m excited to work with Mark as we focus on creating shareholder value.”

For the past eight years, Mr. Harris served as the Chief Financial Officer of Avenue Capital Group’s Asia Strategy and was its Senior Managing Director/Head of Asia. Prior to working at Avenue Capital, Mr. Harris served as the Corporate Financial Controller for Hutchinson Telecommunications, a NYSE and Stock Exchange of Hong Kong-listed company. Before that, he was Vice President of Finance at Vsource, a NASDAQ-listed company, and served as a Manager in PricewaterhouseCoopers’ Global Capital Markets Group before joining Vsource. Mr. Harris earned a Bachelor of Science degree in Business Administration from California Polytechnic State University, San Luis Obispo and an M.B.A. from the University of Chicago, Booth School of Business. He is also an active Certified Public Accountant in the state of California.

“I believe Hercules is by far the largest and most well-respected specialty finance company within the venture debt industry and possesses a long history of providing venture capital-backed companies with a broad range of flexible and customized financial solutions to help them meet their growth objectives,” said Harris. “I look forward to being a part of that tradition, and to helping Hercules continue to succeed and grow.”

About Hercules Technology Growth Capital, Inc.

Hercules Technology Growth Capital, Inc. (NYSE: HTGC) is the leading specialty finance company focused on providing senior secured loans to venture capital-backed companies in technology-related industries, including technology, biotechnology, life sciences, and energy & renewable technology, at all stages of development. Since inception (December 2003), Hercules has committed more than $5.2 billion to over 320 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact info@htgc.com, or call 650.289.3060.

Hercules’ common stock trades on the New York Stock Exchange under the ticker symbol “HTGC.”

In addition, Hercules has three outstanding bond issuances of 7.00% Senior Notes due April 2019, 7.00% Senior Notes due September 2019, and 6.25% Notes due July 2024, which trade on the NYSE under the symbols “HTGZ,” HTGY,” and “HTGX,” respectively.

Forward-Looking Statements

The information disclosed in this release is made as of the date hereof and reflects Hercules most current assessment of its historical financial performance. Actual financial results filed with the Securities and Exchange Commission may differ from those contained herein due to timing delays between the date of this release and confirmation of final audit results. These forward-looking statements are not guarantees of future performance and are subject to uncertainties and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements including, without limitation, the risks, uncertainties, including the uncertainties surrounding the current market volatility, and other factors we identify from time to time in our filings with the Securities and Exchange Commission. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. You should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this release are made as of the date hereof, and Hercules assumes no obligation to update the forward-looking statements for subsequent events.

Contact:

Michael Hara

Investor Relations and Corporate Communications

Hercules Technology Growth Capital, Inc.

(650) 433-5578 HT-HN

mhara@htgc.com

or

Muirfield Partners

Mickey Mandelbaum

(310) 785-0810

mickey@muirfieldpartners.com

or

Maya Pogoda

(310) 785-0810

maya@muirfieldpartners.com

EX-99.2

Exhibit 99.2

Hercules Names Corporate Controller Andrew Olson Interim Chief Financial Officer and Interim Principal Accounting Officer

In Conjunction, Olson was Promoted to Vice President of Finance and Senior Controller

Palo Alto, Calif., June 10, 2015– Hercules Technology Growth Capital, Inc. (NYSE: HTGC) (“Hercules” or the “Company”), the leading specialty finance company focused on providing senior secured loans to venture capital-backed companies in technology-related industries, including technology, biotechnology, life sciences, and energy & renewable technology, at all stages of development, today announced that Andrew Olson, Corporate Controller, will assume the roles of Interim Chief Financial Officer and Interim Principal Accounting Officer as of June 10, 2015 and through August 1, 2015, when Mark Harris, the Company’s newly appointed Chief Financial Officer (“CFO”) assumes the role as the Company’s successor CFO. In conjunction with being named Interim CFO and Principal Accounting Officer, Mr. Olson has been promoted to Vice President of Finance and Senior Controller. Jessica Baron’s departure, effective June 9, 2015, was previously disclosed in the Company’s Form 8-K filing dated March 20, 2015, which announced her decision to resign from her position within the next few months or until the Company identifies her permanent successor.

“I want to thank Jessica for her nine years of dedicated hard work and outstanding contributions in helping to make Hercules into one of the largest, non-bank lenders to venture-capital backed companies,” said Manuel Henriquez, chairman and chief executive officer of Hercules. “While finding someone to replace Jessica was difficult, I am pleased to say that after conducting an exhaustive search, we have found an accomplished executive with exceptional financial and operational expertise to fill her position. We wish Jessica the best in her future endeavors and great success in her career. She is an outstanding professional.”

Mr. Olson joined Hercules in 2014 as Corporate Controller and has been responsible for financial and regulatory reporting, and financial process and systems design and implementation. Prior to joining Hercules, Mr. Olson served as a senior manager at PricewaterhouseCoopers LLP (“PwC”) in their Finance Services Assurance practice from 2006 to 2014 in both San Francisco, California and Hong Kong, People’s Republic of China. While at PwC, Mr. Olson developed extensive experience providing audit and consulting services to both regional and international financial institutions of various sizes and asset classes. Mr. Olson earned a Bachelor of Arts in Business Economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.

About Hercules Technology Growth Capital, Inc.

Hercules Technology Growth Capital, Inc. (NYSE: HTGC) is the leading specialty finance company focused on providing senior secured loans to venture capital-backed companies in technology-related industries, including technology, biotechnology, life sciences, and energy & renewable technology, at all stages of development. Since inception (December 2003), Hercules has committed more than $5.2 billion to over 320 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact info@htgc.com, or call 650.289.3060.

Hercules’ common stock trades on the New York Stock Exchange under the ticker symbol “HTGC.”

In addition, Hercules has three outstanding bond issuances of 7.00% Senior Notes due April 2019, 7.00% Senior Notes due September 2019, and 6.25% Notes due July 2024, which trade on the NYSE under the symbols “HTGZ,” HTGY,” and “HTGX,” respectively.

Contact:

Michael Hara

Investor Relations and Corporate Communications

Hercules Technology Growth Capital, Inc.

(650) 433-5578 HT-HN

mhara@htgc.com