UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) March 18, 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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On March
18, 2010, Kohlberg Capital Corporation (the “Company”) received a
letter from the NASDAQ Stock Market (“NASDAQ”) notifying it
that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1)
because it did not timely file its Annual Report on Form 10-K for the year ended
December 31, 2009 (the "2009 10-K") with the
Securities and Exchange Commission.
Previously
the NASDAQ staff (the “Staff”) had granted
the Company an exception until May 17, 2010 to file its delinquent Form 10-Q for
the interim period ended September 30, 2009 (the “2009 Third Quarter
10-Q”). The Company has until April 5, 2010, to submit to
NASDAQ an update to its plan to regain compliance with NASDAQ Listing Rule
5250(c)(1) with respect to the 2009 10-K. If the Staff accepts the
update to the Company's plan to regain compliance, any additional Staff
exception to allow the Company to regain compliance with all delinquent filings
will be limited to a maximum of 180 calendar days from the original due date of
the 2009 Third Quarter 10-Q, or May 17, 2010. The Company intends to
submit to NASDAQ by April 5, 2010 an update to its plan to regain compliance
with NASDAQ Listing Rule 5250(c)(1).
The
Company issued a press release on March 23, 2010 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
| Exhibit No. | Document | |
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99.1
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Press
Release issued by Kohlberg Capital Corporation dated March 23,
2010
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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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March
23, 2010
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/s/ Michael I.
Wirth
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(Date)
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Michael
I. Wirth Chief Financial
Officer |
Exhibit
Index to Current Report on Form 8-K
| Exhibit No. | Document | |
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99.1
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Press
Release issued by Kohlberg Capital Corporation dated March 23,
2010
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Exhibit
99.1
Kohlberg Capital Corporation Receives
Notification of Noncompliance from NASDAQ Relating to the Timing for Filing its
2009 Annual Report on Form 10-K
NEW YORK,
March 23, 2010 -- Kohlberg Capital Corporation (Nasdaq: KCAP) (the
“Company”)
announces that, as anticipated, the Company received a letter on March 18, 2010
from the NASDAQ Stock Market notifying it that the Company is not in compliance
with NASDAQ Listing Rule 5250(c)(1), Obligation to File Periodic Financial
Reports, because it did not timely file its Annual Report on Form 10-K for the
year ended December 31, 2009 with the Securities and Exchange
Commission.
Previously
the NASDAQ Stock Market staff (the “Staff”) had granted
the Company an exception until May 17, 2010 to file its delinquent Form 10-Q for
the interim period ended September 30, 2009 (the “2009 Third Quarter
10-Q”). The Company has until April 5, 2010, to submit to
NASDAQ an update to its plan to regain compliance with NASDAQ Listing Rule
5250(c)(1) with respect to the Company's Annual Report on Form 10-K for the year
ended December 31, 2009. If the Staff accepts the update to the
Company's plan to regain compliance, any additional Staff exception to allow the
Company to regain compliance with all delinquent filings will be limited to a
maximum of 180 calendar days from the original due date of the 2009 Third
Quarter 10-Q, or May 17, 2010. The Company intends to submit to
NASDAQ by April 5, 2010 an update to its plan to regain compliance.
The
notification from NASDAQ 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