form8k.htm
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.
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Date
of Report: December 16, 2008
(Date
of earliest event reported)
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Prospect
Capital Corporation
(Exact
name of registrant as specified in its charter)
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MD
(State
or other jurisdiction of incorporation)
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333-114552
(Commission
File Number)
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43-2048643
(IRS
Employer Identification Number)
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10
East 40th Street, 44th Floor, New York, New York 10016
(Address
of principal executive offices)
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10016
(Zip
Code)
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212
448-0702
(Registrant's
telephone number, including area code)
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Not
Applicable
(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:
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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Departure of
Directors
Mr.
William J. Gremp, a director of Prospect Capital Corporation (the
“Company”), notified the Company on December 10, 2008 that he was resigning
his positions with the Company effective immediately. Such
resignation includes his positions as a member of the Audit Committee and the
Nominating and Corporate Governance Committee of the Company.
Mr.
Gremp’s resignations are a result of the tightening of the compliance policies
of Merrill Lynch & Co., Inc. (“Merrill”), where Mr. Gremp has been
responsible for traditional banking services, credit and lending, private equity
and corporate cash management since 1999, in connection with the acquisition of
Merrill by Bank of America Corporation. Mr. Gremp’s resignations
did not relate to any disagreements with the Board of Directors or management of
the Company or disagreements with respect to matters related to the operations,
policies or practices of the Company, or any disagreement at all.
“I have
enjoyed working with the Prospect team and have resigned only because Merrill’s
compliance policies give me no choice”, said Mr. Gremp. “I wish I could
continue, but I cannot.”
“We are
very disappointed that Bill cannot continue on our board due to Merrill's
compliance policies,” said John F. Barry, III, Chairman of the Board & Chief
Executive Officer of the Company. “However, there is nothing we can do
except hope to find other ways to work with Bill.”
A copy of
the letter of resignation announcing the events described above is attached as
Exhibits 99.1 and is incorporated in this report by reference.
Separately,
Mr. Walter V. E. Parker, a director of the Company, notified the Company on
December 12, 2008 that he was resigning his position with the Company effective
immediately. Mr. Parker was not nominated
to stand for re-election for another term at the Annual Meeting and expected to
finish his term as a director of the Company on December 12,
2008. Mr. Parker’s resignations did not relate to any
disagreements with respect to the operations, policies or practices of the
Company.
A copy of
the letter of resignation announcing the events described above is attached as
Exhibits 99.2 and is incorporated in this report by reference.
Item
9.01. Financial Statements and Exhibits
(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Shell company transactions:
None
(d)
Exhibits
99.1 Letter of resignation from William J.
Gremp
99.2 Letter of resignation from Walter V.E.
Parker
SIGNATURE
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.
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Dated:
December 16, 2008
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PROSPECT
CAPITAL CORPORATION
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By:
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/s/
John F. Barry III |
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John
F. Barry III
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Chief
Executive
Officer
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