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 31, 2019 (January 31, 2019)
KCAP Financial, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 814-00735 | 20-5951150 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| of incorporation) |
295 MADISON AVENUE
NEW YORK, NY 10017
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 455-8300
Not applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On January 31, 2019, the Registrant issued a notice that included certain preliminary estimates of its financial condition and operating results for the quarter and year ended December 31, 2018, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On January 31, 2019, the Registrant issued a notice, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit 99.1 | Notice dated January 31, 2019 |
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.
| Date: January 31, 2019 | KCAP Financial, Inc. | |||||
| By: | /s/ Edward U. Gilpin | |||||
| Name: | Edward U. Gilpin | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
KCAP Financial, Inc.
Cusip: 48668E101
As previously announced on December 12, 2018, the Board of Directors of KCAP Financial, Inc. (the Company) declared a distribution of $0.10 per share which was paid or reinvested on January 31, 2019 to shareholders of record on January 7, 2019. The distribution is derived from the following sources: 1
| Net Investment Income | $0.06 |
| Profit from the sales of securities | 0.00 |
| Return of Capital | 0.04 |
| Total | $0.10 |
These amounts are calculated using U.S. GAAP or “book basis” reporting, and are unaudited.
This notice is not for tax reporting purposes and is being provided only for information purposes in order to comply with the requirements of Section 19 of the Investment Company of 1940. In January 2019, after the completion of the Company’s tax year, shareholders of record and brokers will receive a Form 1099-DIV which will reflect the amount of income, capital gain and return of capital paid by the Company, taxable in calendar year 2018, and reportable on 2018 federal and other income tax returns
Broker/Dealers – Please forward this notice (with the distribution, if applicable) to your clients who received this distribution.
For Information on KCAP Financial, Inc.:
Telephone: 212-455-8300
Facsimile: 212-983-7654
https://kcapfinancial.gcs-web.com
By email: info@kcapfinancial.com
1 The preliminary estimates of fourth quarter 2018 results furnished above are based on the Company’s management’s preliminary determinations and current expectations, and such information is inherently uncertain. The preliminary estimates are subject to completion of the Company’s customary year-end closing and review procedures and third-party audit, including the determination of the fair value of the Company’s portfolio investments by the Company’s Board of Directors, and have not yet been approved by the Company’s Board of Directors. As a result, actual results could differ materially from the current preliminary estimates based on adjustments made during the Company’s year-end closing and review procedures and third-party audit, and the Company’s reported information in its Annual Report on Form 10-K for the year ended December 31, 2018 may differ from this information, and any such differences may be material.