Filed Under the 1933 Act Only or Under Both the 1933 and 1940 Acts: Pursuant to Section 8(c) of the 1933 Act (pos 8c)
October 31 2016 - 5:04PM
Edgar (US Regulatory)
Securities Act
File No. 333-198737
U.S. SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM N-2
REGISTRATION
STATEMENT
UNDER THE SECURITIES
ACT OF 1933
¨
Pre-Effective
Amendment No.
x
Post-Effective
Amendment No. 1
Full
Circle Capital Corporation
(Exact name of
registrant as specified in charter)
102 Greenwich
Avenue, 2nd Floor
Greenwich, CT
06830
(Address of Principle
Executive Offices)
(
203) 900-2100
(Registrant’s
telephone number, including area code)
Gregg J. Felton
Chief Executive
Officer and President
102 Greenwich
Avenue, 2nd Floor
Greenwich, CT
06830
(Name and address
of agent for service)
COPIES TO:
Steven B. Boehm, Esq.
Stephani M. Hildebrandt, Esq.
Sutherland Asbill & Brennan LLP
700 Sixth Street, NW
Washington, DC 20001
Tel: (202) 383-0100
Fax: (202)
637-3593
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Approximate
date of proposed public offering:
N/A
It is proposed that this filing will
become effective (check appropriate box):
x
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when declared effective pursuant to Section 8(c).
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DEREGISTRATION
OF UNSOLD SECURITIES
This Post-Effective Amendment
No. 1 relates to the Registration Statement on Form N-2 (File No. 333-198737) (the “Registration Statement”).
Pursuant to the Registration Statement, Full Circle Capital Corporation. (the “Company”) registered $300,000,000 of
its securities including common stock, $0.01 par value per share,
preferred stock, $0.01
par value per share, subscription rights, debt securities and warrants (collectively, the “securities”)
to be
sold pursuant to one or more public offerings. As of October 31, 2016, the Company had not sold any securities pursuant to the
Registration Statement. On June 23, 2016, the Company and Great Elm Capital Corp., a Maryland corporation (“GECC”)
entered into a definitive merger agreement (the “Merger Agreement”) under which the Company will merge with and into
GECC, with GECC as the surviving corporation (the “Merger”). In connection with the Merger, the Company hereby
deregisters $300,000,000 of the securities, which remain unsold as of the date of this filing.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, and the State of Connecticut, on
the 31
st
day of October, 2016.
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By:
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/s/ Gregg J. Felton
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Name: Gregg J. Felton
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Title: Chief Executive Officer and President
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Pursuant to the requirements of the
Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons
in the capacities set forth below on the 31st day of October, 2016. This document may be executed by the signatories hereto
on any number of counterparts, all of which constitute one and the same instrument.
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Name
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Title
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Date
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/s/ Gregg J. Felton
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Gregg J. Felton
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Chief Executive Officer and President
(Principal Executive Officer)
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October 31, 2016
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/s/ John E.
Stuart;
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John E. Stuart
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Chairman of the Board of Directors
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October 31, 2016
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/s/ Michael J. Sell
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Michael J. Sell
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Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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October 31, 2016
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*
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Director
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October 31, 2016
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Mark C. Biderman
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October 31, 2016
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*
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Director
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October 31, 2016
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Edward H. Cohen
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*
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Director
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October 31, 2016
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Terence B. Flynn
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*
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Director
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October 31, 2016
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Thomas A. Ortwein
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* By:
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/s/ Gregg J. Felton
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Gregg J. Felton, as Attorney-in-fact
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