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): January 12, 2010
Kohlberg Capital
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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814-00735
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20-5951150
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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295
MADISON AVENUE
NEW YORK,
NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 455-8300
________________________________________________________________________________
(Former
name or former address, if changed since last report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01. Changes in Registrant’s Certifying Accountant.
On
January 12, 2010, Kohlberg Capital Corporation (the “Company”) dismissed
Deloitte & Touche LLP (“Deloitte”) as its registered public accounting
firm. The Company took this action after discussions with the staff
of the Securities and Exchange Commission (the “SEC”) regarding the provisions
in the Investment Company Act of 1940, as amended, relating to the selection and
termination of a business development company’s independent public accountants
and the circumstances surrounding Deloitte and the Company, including the fact
that on January 5, 2010, Deloitte informed the Company that, as a result of and
in response to a communication from the Company on January 4, 2010, Deloitte had
concluded that it was not currently independent with respect to the
Company. Both the Board of Directors of the Company and the Board’s
Audit Committee approved the decision to dismiss Deloitte.
Deloitte’s
report on the Company’s financial statements for the fiscal year ended December
31, 2007 did not contain any adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting
principles. Furthermore, there were no disagreements with Deloitte on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Deloitte, would have caused Deloitte to make reference thereto
in connection with its report on the consolidated financial statements of the
Company for the fiscal year ended December 31, 2007.
Except as
described below, Deloitte’s report on the Company’s financial statements for the
fiscal year ended December 31, 2008 did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
On
December 10, 2009, the Company and its management were advised by Deloitte that
(i) the audit report issued by Deloitte accompanying the Company’s financial
statements for the fiscal year ended December 31, 2008 in the Company’s Annual
Report on Form 10-K for such fiscal year and (ii) Deloitte’s completed interim
reviews of the Company’s financial statements for the interim periods ended
March 31, 2009 and June 30, 2009 in the Company’s Quarterly Reports on Form 10-Q
for those respective periods should no longer be relied upon because of
disagreements with Deloitte with respect to the appropriateness of the
methodology and procedures used by the Company under Accounting Standards
Codification 820, formerly Statement of Financial Accounting Standards No.
157-Fair Value Measurements (“SFAS 157”), to value the Company’s investments as
of the end of each of those periods. These disagreements with
Deloitte on a matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure related to the financial statements
for each of the fiscal year ended December 31, 2008 and the interim periods
ended March 31, 2009 and June 30, 2009. Following an internal
inspection process by Deloitte in November 2009, Deloitte requested additional
information regarding the methodology and procedures used by the Company under
SFAS 157 to value the Company’s investments as of December 31, 2008, March 31,
2009 and June 30, 2009. The Company understands from Deloitte that
Deloitte believes that its request for additional information beginning in
November 2009 constituted a significant expansion of scope of its audit work
relating to the Company’s previously issued financial statements for the fiscal
year ended December 31, 2008. These matters were not resolved to the
satisfaction of Deloitte prior to its dismissal. There were no other
disagreements with Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Deloitte, would have
caused Deloitte to make reference thereto in connection with its report on the
consolidated financial statements of the Company for the fiscal year ended
December 31, 2008. While Deloitte did not inform the Company that the
internal controls necessary for the Company to develop reliable financial
statements do not exist, Deloitte did advise the Company that Deloitte believes
the matters giving rise to the disagreements described above might have resulted
in a conclusion by Deloitte that a material weakness existed in the Company’s
internal controls over valuation of its investments under SFAS 157.
The
Company’s Audit Committee and Deloitte have discussed the matters
described above. The Company has authorized Deloitte to respond
fully to the inquiries of the Company’s successor accountants, including with
respect to the disagreements described above.
The
Company is providing Deloitte with a copy of the foregoing disclosure and
requesting that Deloitte promptly furnish it with a letter addressed to the SEC,
stating whether it agrees with the statements made by the Company herein and, if
not, stating the respects in which it does not agree. A copy of the
letter from Deloitte, when received by the Company, will be filed as an exhibit
to the current report on Form 8-K/A, amending this current report.
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.
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Kohlberg Capital
Corporation
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(Registrant)
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January 19,
2010
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/s/
Michael I. Wirth
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(Date)
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Michael
I. Wirth
Chief Financial
Officer
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