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) July
1, 2008
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 5.02.
Departure or Directors of Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
On
July
1, 2008, Dayl Pearson, the President and Chief Executive Officer of Kohlberg
Capital Corporation (the “Company”), Michael Wirth, the Company’s Chief
Financial Officer and Chief Compliance Officer, R. John Corless, the Company’s
Chief Investment Officer, E.A. Kratzman III, a Vice President of the Company,
John M. Stack, a Vice President of the Company, Christopher Lacovara, a Vice
President of the Company, and Samuel P. Frieder, a Vice President of the
Company, each entered into an option cancellation and restricted stock issuance
agreement. Pursuant to these agreements, Messrs. Pearson, Wirth, Corless,
Kratzman, Stack, Lacovara and Frieder agreed to cancel options to purchase
250,000, 150,000, 100,000, 150,000, 50,000, 250,000 and 5,000 shares of the
Company common stock, respectively, in exchange for an award of 50,000, 30,000,
20,000, 30,000, 10,000, 50,000 and 1,000 shares of restricted stock,
respectively, under the Company’s Amended and Restated 2006 Equity Incentive
Plan. The restricted stock awards for Messrs. Pearson, Wirth, Corless and Stack
will vest in three equal installments on each of the first three anniversaries
of the grant date. The
restricted stock awards for Mr. Lacovara and Frieder will vest in full on the
first anniversary of the grant date. The restricted stock award for Mr. Kratzman
will vest in two equal installments on each of the first two anniversaries
of
the grant date. The
exchange ratio was determined by the Company's board of directors and
compensation committee following receipt of shareholder approval on June 13,
2008 of the Amended and Restated 2006 Equity Incentive Plan.
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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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July
2, 2008
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/s/
MICHAEL
I.
WIRTH
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(Date)
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Michael
I. Wirth
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Chief
Financial Officer
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