SEC FILE
NUMBER
814-00735
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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(Check
one):
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o Form 10-K
o Form 20-F
o Form 11-K
x Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For
Period Ended:
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September
30, 2009
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For
the Transition Period Ended:
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Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
Kohlberg Capital
Corporation
Full Name
of Registrant
Former
Name if Applicable
295 Madison Avenue, 6th
Floor
Address
of Principal Executive Office (Street and
Number)
New York,
NY 10017
City,
State and Zip Code
PART II — RULES 12b-25(b) AND
(c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense
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x
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due d ate;
and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III —
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Kohlberg
Capital Corporation (the “Company”) is in discussion with its independent public
accountants, Deloitte & Touche LLP ("Deloitte"), regarding valuation
determinations under Statement of Financial Accounting Standards
No. 157—Fair Value Measurements (“SFAS 157”) included in its financial
statements for the fiscal year ended December 31, 2008 (the "December 31, 2008
financial statements") and for subsequent interim periods in 2009. The
Company has been informed by Deloitte that as a result of an annual internal
inspection process, certain questions have been raised by Deloitte regarding the
Company's methodology and process of valuing its loan portfolio investments
under SFAS 157. Deloitte has requested
information in addition to that which was previously provided by the Company for
purposes of its review. Deloitte issued an unqualified opinion on the
December 31, 2008 financial statements, which was included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 16, 2009.
As a
result of its pending review of the December 31, 2008 financial statements,
Deloitte has informed the Company that it will be unable to complete its review
of the Company’s financial statements for the quarter and nine-month period
ended September 30, 2009 until it has reached a conclusion about the Company's
SFAS 157 valuations. Accordingly, the Company will be unable to file its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 by
today's deadline. The delays could not be eliminated without
unreasonable effort or expense. The Company’s Quarterly Report on
Form 10-Q containing its full earnings results for the quarter ended September
30, 2009 will be filed as soon as practicable.
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SEC
1344 (03-05)
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Persons
who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
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(Attach
extra Sheets if Needed)
PART
IV — OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Michael
I. Wirth
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(212)
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455-8300
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed ? If answer is no, identify report(s).
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Yes x No o
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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Yes o No x
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If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Kohlberg
Capital Corporation
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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/s/
Michael I. Wirth
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Date
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November
9, 2009
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By
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Michael
I. Wirth
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