UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
PROSPECT CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Maryland 43-2048643
(State of incorporation or (I.R.S. Employer or
organization) Identification No.)
 
10 East 40th Street, 42nd Floor
New York, New York 10016
(Address of principal executive offices) (Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class Name of each exchange on which
to be so registered each class is to be registered
5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock
New York Stock Exchange
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
 
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-236415
 
Securities to be registered pursuant to Section 12(g) of the Act: None
 




ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

Prospect Capital Corporation (the “Company”) hereby incorporates by reference (i) the description of its 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock (the “A Shares”) to be registered hereunder, set forth under the section entitled “The Offering” in the Company’s prospectus supplement dated July 12, 2021 (the “Prospectus Supplement”), as filed with the Securities and Exchange Commission (the “SEC”) on July12, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), to the prospectus dated February 13, 2020 (the “Prospectus”), constituting part of the Registration Statement on Form N-2 (File No. 333-236415) of the Company, filed with the SEC under the Securities Act on February 13, 2020; (ii) the related information under the headings “Description of Our Capital Stock – Preferred Stock” and “Description of Our Preferred Stock” in the Prospectus and “Description of the Series A Preferred Stock” in the Prospectus Supplement; and (iii) any description of the A Shares included in a form of prospectus supplement subsequently filed by the Company under Rule 424(b) under the Securities Act.

ITEM 2. EXHIBITS.

The following exhibits are included, or incorporated by reference, in this registration statement (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No. Description
3.1 Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on May 9, 2014.
3.2 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on December 11, 2015.
3.3 Articles of Amendment, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on August 5, 2020.
3.4 Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on August 5, 2020.
3.5 Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on November 4, 2020.
3.6 Certificate of Correction to the Articles Supplementary of Prospect Capital Corporation, incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K, filed on November 4, 2020.
3.7
Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on May 26, 2021.
3.8
Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on July 19, 2021.
10.1
Underwriting Agreement, dated July 12, 2021, by and among, the Company, Prospect Capital Management L.P., Prospect Administration LLC and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters, incorporated by reference to Exhibit 1.1 of the Company’s Form and and 8-K, filed on July 13, 2021.


 [The remainder of this page was left intentionally blank. The signature is on the following page.]


SIGNATURE 
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
PROSPECT CAPITAL CORPORATION
(Registrant)
Date: July 19, 2021 By: /s/ M. Grier Eliasek
Name: M. Grier Eliasek
Title: President and Chief Operating Officer
 


Prospect Capital (NASDAQ:PSEC)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Prospect Capital Charts.
Prospect Capital (NASDAQ:PSEC)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Prospect Capital Charts.