8-K 1 rc3249.txt ================================================================================ 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): August 1, 2005 Rand Capital Corporation (Exact Name of registrant as specified in its charter) New York 811-1825 16-0961359 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 2200 Rand Building Buffalo, New York 14203 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (716) 853-0802 ================================================================================ Item 7.01: Regulation FD Disclosure In accordance with interim guidance of the Securities and Exchange Commission, this disclosure pursuant to Item 2.02 of Form 8-K is made under Item 7.01. On August 1, 2005, Rand Capital Corporation issued a press release announcing its net asset value for the quarter ended June 30, 2005. The text of the press release is included as an exhibit to this Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein is deemed to be furnished and shall not be deemed to be filed. Item 9.01: Financial Statements and Exhibits (a) Not Applicable (b) Not Applicable (c) Exhibits Exhibit No. Description ----------- ---------------------------------- 99.1 Press release dated August 1, 2005 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: August 1, 2005 Rand Capital Corporation By: /s/ Daniel P. Penberthy --------------------------- Daniel P. Penberthy Executive Vice President/ Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ---------------------------------- 99.1 Press release dated August 1, 2005