x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
File No. 814-00735
|
Delaware
|
20-5951150
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
(Registrant’s
telephone number, including area code)
|
Title
of
each
class
|
Name
of exchange on which registered
|
|
Common
Shares, par value $0.01 per share
|
The
NASDAQ Global Select
Market
|
Securities
registered pursuant to Section 12(g) of the Act: None
|
Large accelerated filer o
|
|
Accelerated filer x
|
|
Non-accelerated filer o
|
|
Smaller Reporting Company o
|
|
|
(Do not check if a
smaller reporting company)
|
|
The
number of outstanding shares of common stock of the registrant as
of March 16, 2009 was
21,570,869.
|
Item 15.
|
Exhibits
and Financial Statement Schedules
|
Balance
Sheets as of December 31, 2008 and December 31, 2007
|
Statements
of Operations for the years ended December 31, 2008, December
31, 2007 and for the period from December 11, 2006 (inception) through
December 31, 2006
|
Statements
of Changes in Net Assets for the years ended December 31, 2008, December
31, 2007 and for the period from December 11, 2006 (inception) through
December 31, 2006
|
Statements
of Cash Flows for the years ended December 31, 2008, December 31, 2007 and
for the period from December 11, 2006 (inception) through December 31,
2006
|
Schedules
of Investments as of December 31, 2008 and December 31,
2007
|
Financial
Highlights for the years ended December 31, 2008, December 31, 2007 and
for the period from December 11, 2006 (inception) through December 31,
2006
|
Notes
to Financial Statements
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Form
of Certificate of Incorporation of Kohlberg Capital Corporation (the
“Company”). (1)
|
3.2
|
|
Form
of Bylaws of the Company. (2)
|
4.1
|
|
Specimen
Certificate of the Company’s common stock, par value $0.01 per share.
(1)
|
4.2
|
|
Form
of Registration Rights Agreement. (3)
|
4.3
|
|
Form
of Dividend Reinvestment Plan. (3)
|
10.1
|
|
Form
of the Amended and Restated 2006 Equity Incentive Plan. (9)
|
10.2
|
|
Form
of Company Non-Qualified Stock Option Certificate. (3)
|
10.3
|
|
Form
of Custodian Agreement by and among Kohlberg Capital Corporation and U.S.
Bank National Association. (3)
|
10.4
|
|
Form
of License and Referral Agreement between the Company and Kohlberg &
Company, LLC. (1
)
|
10.5
|
|
Form
of Overhead Allocation Agreement between the Company and Katonah Debt
Advisors, LLC. (3)
|
10.6
|
|
Form
of Employment Agreement between the Company and Dayl W. Pearson. (3)
|
10.7
|
|
Form
of Employment Agreement between the Company and Michael I. Wirth. (3)
|
10.8
|
|
Form
of Employment Agreement between the Company and R. Jon Corless. (3)
|
10.9
|
|
Form
of Employment Agreement between the Company and E.A. Kratzman.
(3)
|
10.10
|
|
Form
of Employment Agreement between Katonah Debt Advisors and E.A.
Kratzman.
(3)
|
10.11
|
|
Form
of Indemnification Agreement for Officers and Directors of the Company.
(4)
|
10.12
|
|
Execution
Copy of Loan Funding and Servicing Agreement dated as of February 14,
2007, by and among Kohlberg Capital Funding LLC I, Kohlberg Capital
Corporation, each of the conduit lenders and institutional lenders from
time to time party thereto, each of the lender agents from time to time
party thereto, BMO Capital Markets Corp., as the Agent, Lyon Financial
Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the Backup
Services, and U.S. Bank National Association, as Trustee. (5)
|
10.13
|
|
Execution
Copy of First Amendment to Loan Funding and Servicing Agreement, dated as
of May 30, 2007, by and among Kohlberg Capital Funding LLC I, the Company,
each of the conduit lenders and institutional lenders from time to time
party thereto, each of the lender agents from time to time party thereto,
BMO Capital Markets Corp., as the Agent, Lyon Financial Services, Inc.
(d/b/a U.S. Bank Portfolio Services), as the Backup Servicer, and U.S.
Bank National Association, as Trustee. (6)
|
10.14
|
|
Execution
Copy of Second Amendment to Loan Funding and Servicing Agreement, dated as
of October 1, 2007, by and among Kohlberg Capital Funding LLC I, the
Company, each of the conduit lenders and institutional lenders from time
to time party thereto, each of the lender agents from time to time party
thereto, BMO Capital Markets Corp., as the Agent, Lyon Financial Services,
Inc. (d/b/a U.S. Bank Portfolio Services), as the Backup Servicer, and
U.S. Bank National Association, as Trustee. (6)
|
10.15
|
|
Execution
Copy of Third Amendment to Loan Funding and Servicing Agreement, dated as
of November 21, 2007, by and among Kohlberg Capital Funding LLC I, the
Company, each of the conduit lenders and institutional lenders from time
to time party thereto, each of the lender agents from time to time party
thereto, BMO Capital Markets Corp., as the Agent, Lyon Financial Services,
Inc. (d/b/a U.S. Bank Portfolio Services), as the Backup Servicer, and
U.S. Bank National Association, as Trustee.
(8)
|
10.16
|
|
Execution
Copy of Purchase and Sale Agreement dated as of February 14, 2007, by and
among Kohlberg Capital Funding LLC I and the Company. (7)
|
10.17
|
|
Form
of 2008 Non-Employee Director Plan. (10)
|
21.1
|
|
List
of Subsidiaries. *
|
23.1
|
|
Consent
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm. (11)
|
31.1
|
|
Chief
Executive Officer Certification Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. *
|
31.2
|
|
Chief
Financial Officer Certification Pursuant to Rule 13a-14 of the Securities
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. *
|
32.1
|
|
Chief
Executive Officer Certification pursuant to Section 1350, Chapter 63 of
Title 18, United States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
|
32.2
|
|
Chief
Financial Officer Certification pursuant to Section 1350, Chapter 63 of
Title 18, United States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
|
(1)
|
Incorporated
by reference to the exhibit included in Pre-Effective Amendment No. 1
on Form N-2, as filed on October 6, 2006 (File
No. 333-136714).
|
(2)
|
Incorporated
by reference to the exhibit included on Form N-2, as filed on
March 16, 2007 (File
No. 333-141382).
|
(3)
|
Incorporated
by reference to the exhibit included in Pre-Effective Amendment No. 2
on Form N-2, as filed on November 20, 2006 (File
No. 333-136714).
|
(4)
|
Incorporated
by reference to the exhibit included in Pre-Effective Amendment No. 3
on Form N-2, as filed on November 24, 2006 (File
No. 333-136714).
|
(5)
|
Incorporated
by reference to Exhibit 10.15 of the Annual Report on Form 10-K, as filed
on March 29, 2007 (File
No. 814-00735).
|
(6)
|
Incorporated
by reference to the exhibit included in Pre-Effective Amendment No. 1
on Form N-2, as filed on October 18, 2007 (File
No. 333-146190).
|
(7)
|
Incorporated
by reference to Exhibit 10.2 of the Current Report on Form 8-K, as filed
on February 16, 2007 (File
No. 814-00735).
|
(8)
|
Incorporated
by reference to Exhibit 10.15 of the Annual Report on Form 10-K, as filed
on March 14, 2008 (File
No. 814-00735).
|
(9)
|
Incorporated
by reference to Exhibit 10.1 of the Current Report on Form 8-K, as filed
on June 19, 2008 (File No.
814-00735).
|
(10)
|
Incorporated
by reference to the exhibit included in Pre-Effective Amendment No. 1
on Form N-2, as filed on June 30, 2008 (File
No. 333-151268).
|
(11)
|
Incorporated
by reference to the Exhibit 23.1 of the Annual Report on Form 10-K, as
filed on March 16, 2009 (File No.
814-00735).
|
KOHLBERG
CAPITAL CORPORATION
|
|||
Date:
March 25, 2009
|
By
|
/s/ Dayl
W. Pearson
|
|
Dayl
W. Pearson
President
and Chief Executive
Officer
|
|
Jurisdiction
|
|
Katonah
Debt Advisors, L.L.C.(2)
|
|
Delaware
|
Kohlberg
Capital Funding LLC I
|
|
Delaware
|
Katonah
Management Holdings LLC(2)
|
|
Delaware
|
Katonah
X Management LLC(2)(3)
|
|
Delaware
|
Katonah
2007-I Management LLC(2)(3)
|
|
Delaware
|
Katonah
2008-II Management LLC(2)(3)
|
|
Delaware
|
Katonah
Scott’s Cove Management LLC(2)(3)
|
|
Delaware
|
KPKSI
Management Holdings LLC(2)
|
|
Delaware
|
KPKSI
Holdings LLC(2)(4)
|
|
Delaware
|
(1)
|
Excludes
a 35% interest in PKSIL LLC.
|
(2)
|
Represents
a wholly-owned portfolio company that is not consolidated for financial
reporting purposes.
|
(3)
|
A
wholly-owned subsidiary of Katonah Management Holdings
LLC.
|
(4)
|
A
wholly-owned subsidiary of KPKSI Management Holdings
LLC.
|
Date:
March 25, 2009
|
By
|
/
S / Dayl W. Pearson
|
|
Dayl
W. Pearson
President
and Chief Executive Officer
(Principal
Executive
Officer)
|
Date:
March 25, 2009
|
By
|
/
S / Michael I. Wirth
|
|
Michael
I. Wirth
Chief
Financial Officer and Chief Compliance Officer
(Principal
Financial
Officer)
|
Date:
March 25, 2009
|
By
|
/
S / Dayl W. Pearson
|
|
Dayl
W. Pearson
President
and Chief Executive Officer
(Principal
Executive
Officer)
|
Date:
March 25, 2009
|
By
|
/
S / Michael I. Wirth
|
|
Michael
I. Wirth
Chief
Financial Officer and Chief Compliance Officer
(Principal
Financial
Officer)
|