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) November 17, 2009
Kohlberg Capital
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
814-00735
|
20-5951150
|
||
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
295
MADISON AVENUE
NEW YORK,
NY
|
10017
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (212) 455-8300
(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:
|
||
|
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))
|
|
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
November 17, 2009, Kohlberg Capital Corporation (the “Company”) received a
letter from the NASDAQ Stock Market notifying it that the Company is no longer
in compliance with NASDAQ Listing Rule 5250(c)(1) because it did not timely file
its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
with the Securities and Exchange Commission.
Under the
NASDAQ Listing Rules, the Company has 60 calendar days, or until
January 19, 2010, to submit to NASDAQ a plan to regain compliance with
NASDAQ Listing Rule 5250(c)(1). If the NASDAQ Stock Market staff
accepts the plan, the NASDAQ staff can grant an exception of up to 180 calendar
days from the filing's due date, or until May 17, 2010, for the Company to
regain compliance. The Company intends by January 19, 2010
either to file its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009 or to submit to NASDAQ a plan to regain
compliance.
The
Company issued a press release on November 20, 2009 disclosing its receipt
of the letter from NASDAQ. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
ExhibitNo.
|
Document | |
|
99.1
|
|
Press
Release issued by Kohlberg Capital Corporation dated November 20,
2009
|
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.
|
Kohlberg Capital
Corporation
(Registrant)
|
||
|
November 20,
2009
(Date)
|
/s/
Michael I. Wirth
Michael
I. Wirth
Chief Financial
Officer
|
Exhibit
Index to Current Report on Form 8-K
| Exhibit No. | Document | |
|
99.1
|
|
Press
Release issued by Kohlberg Capital Corporation dated November 20,
2009
|
Exhibit
99.1
Kohlberg
Capital Corporation Receives Notification of Noncompliance from
NASDAQ
NEW YORK,
November 20, 2009 -- Kohlberg Capital Corporation (Nasdaq: KCAP) (the
“Company”) announces that the Company received a letter on November 17, 2009
from the NASDAQ Stock Market notifying it that the Company is no longer in
compliance with NASDAQ Listing Rule 5250(c)(1), Obligation to File Periodic
Financial Reports, because it did not timely file its Quarterly Report on Form
10-Q for the quarter ended September 30, 2009 with the Securities and
Exchange Commission. As previously announced in the Company's press
release dated November 9, 2009, the Company has delayed the filing of its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 while it
is in discussions with its independent public accountants, Deloitte & Touche
LLP, regarding valuation determinations under Statement of Financial Accounting
Standards No. 157 -- Fair Value Measurements, included in its financial
statements for the fiscal year ended December 31, 2008 and for subsequent
interim periods in 2009.
Under the
NASDAQ Listing Rules, the Company has 60 calendar days, or until
January 19, 2010, to submit to NASDAQ a plan to regain compliance with
NASDAQ Listing Rule 5250(c)(1). If the NASDAQ Stock Market staff
accepts the plan, the NASDAQ staff can grant an exception of up to 180 calendar
days from the filing's due date, or until May 17, 2010, for the Company to
regain compliance. The Company intends by January 19, 2010
either to file its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009 or to submit to NASDAQ a plan to regain
compliance.
This
notification has no effect on the listing of the Company's common stock at this
time.
About
Kohlberg Capital Corporation:
Kohlberg
Capital Corporation is a publicly traded, internally managed business
development company. Our middle market investment business originates,
structures, finances and manages a portfolio of term loans, mezzanine
investments and selected equity securities in middle market companies. Our
wholly-owned portfolio company, Katonah Debt Advisors, manages CLO funds that
invest in broadly syndicated corporate term loans, high-yield bonds and other
credit instruments.
The
Kohlberg Capital logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3121
Kohlberg
Capital Corporation's filings with the Securities and Exchange Commission,
earnings releases, press releases and other financial, operational and
governance information are available on the Company's website at www.kohlbergcapital.com.
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The matters discussed in this press release,
as well as in future oral and written statements by management of Kohlberg
Capital Corporation, that are forward-looking statements are based on current
management expectations that involve substantial risks and uncertainties which
could cause actual results to differ materially from the results expressed in,
or implied by, these forward-looking statements. Forward-looking statements
relate to future events or our future financial performance. We generally
identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "intends," "target,"
"projects," "contemplates," "believes," "estimates," "predicts," "potential" or
"continue" or the negative of these terms or other similar words. Important
assumptions include our ability to originate new investments, and achieve
certain margins and levels of profitability, the availability of additional
capital, the ability to complete additional CLO funds and the ability to
maintain certain debt to asset ratios. In light of these and other
uncertainties, the inclusion of a projection or forward-looking statement in
this press release should not be regarded as a representation by us that our
plans or objectives will be achieved. Further information about factors that
could affect our financial and other results is included in our filings with the
Securities and Exchange Commission. We do not undertake to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required to be reported under the rules
and regulations of the Securities and Exchange Commission.
This
press release does not constitute an offer to sell or the solicitation of an
offer to buy the securities of any CLO fund. Such securities have not been, and
will not be, registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933.
SOURCE:
Kohlberg Capital Corporation
CONTACT: Kohlberg
Capital Corporation
Investor
Relations
Denise
Rodriguez
(212)
455-8300
info@kohlbergcapital.com