0001387131-14-000389.txt : 20140205 0001387131-14-000389.hdr.sgml : 20140205 20140205115928 ACCESSION NUMBER: 0001387131-14-000389 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140203 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20140205 DATE AS OF CHANGE: 20140205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FS Investment CORP CENTRAL INDEX KEY: 0001422183 IRS NUMBER: 261630040 STATE OF INCORPORATION: MD FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00757 FILM NUMBER: 14575190 BUSINESS ADDRESS: STREET 1: CIRCA CENTRE, 2929 ARCH STREET STREET 2: SUITE 675 CITY: PHILDADELPHIA STATE: PA ZIP: 19104-2867 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: CIRCA CENTRE, 2929 ARCH STREET STREET 2: SUITE 675 CITY: PHILDADELPHIA STATE: PA ZIP: 19104-2867 FORMER COMPANY: FORMER CONFORMED NAME: FB Investment CORP DATE OF NAME CHANGE: 20080618 FORMER COMPANY: FORMER CONFORMED NAME: Franklin Square Investment CORP DATE OF NAME CHANGE: 20071227 8-K 1 fsic-8k_020314.htm

 

 

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): February 3, 2014

 

FS Investment Corporation

 

(Exact name of Registrant as specified in its charter)

 

Maryland

(State or other jurisdiction

of incorporation)

 

814-00757

(Commission

File Number)

 

26-1630040

(I.R.S. Employer

Identification No.)

 

Cira Centre

2929 Arch Street, Suite 675

Philadelphia, Pennsylvania

(Address of principal executive offices)

  

 

 

19104

(Zip Code)

 

Registrant’s telephone number, including area code: (215) 495-1150

 

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:

 

☐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 2.02Results of Operations and Financial Condition.

 

On February 4, 2014, the board of directors (the “Board”) of FS Investment Corporation (the “Company”) declared a regular monthly cash distribution of $0.0720 per share. The monthly distribution will be paid on February 28, 2014 to stockholders of record on February 27, 2014.

Certain Information about Distributions

The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. The Company intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.

The payment of future distributions on shares of the Company’s common stock is subject to the discretion of the Board and applicable legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.

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

On February 3, 2014, Governor Thomas J. Ridge resigned from his position as a member of the Board, effective as of such date. Governor Ridge’s decision to resign was based on the demands on his time from other professional commitments, and not the result of any disagreement relating to the Company’s operations, policies or practices.

Item 8.01.Other Events.

Effective February 3, 2014, the Company increased the price at which it issues shares under its distribution reinvestment plan (the “DRP”) from $10.20 per share to $10.25 per share. As previously disclosed by the Company, the price at which shares are issued under the DRP is determined by the Board or a committee thereof, in its sole discretion, and is (i) not less than the net asset value per share determined in good faith by the Board or a committee thereof immediately prior to the payment of the distribution (the “NAV Per Share”) and (ii) not more than 2.5% greater than the NAV Per Share as of such date. The purpose of this increase was to ensure that the Company did not issue shares under the DRP at a price per share that was below the NAV Per Share.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
  FS Investment Corporation
   
   
   
Date: February 5, 2014   By: /s/ Michael C. Forman
      Michael C. Forman
      Chief Executive Officer