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): April 22,
2008
BLACKROCK
KELSO CAPITAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33559
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20-2725151
|
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
|
|
incorporation
or organization)
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File
Number)
|
Identification
Number)
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40 East 52nd Street
New York, NY 10022
(Address
of principal executive offices)
(212)
810-5800
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former address, if
changed since last report)
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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[
]
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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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[
]
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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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__________________________________
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ITEM
8.01.
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OTHER EVENTS.
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The
Registrant issued a press release, filed herewith as Exhibit 99.1, and by this
reference incorporated herein, on April 22, 2008 announcing certain actions by
its Board of Directors in connection with a proposal to be voted on at the
Registrant’s 2008 Annual Meeting of Stockholders.
The
information disclosed under this Item 8.01, 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.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release, dated as of April 22, 2008
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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 thereunto duly
authorized.
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BLACKROCK
KELSO CAPITAL CORPORATION
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|||
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Date: April
22, 2008
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By:
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/s/
Frank D. Gordon
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Name:
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Frank
D. Gordon
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||
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
|
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99.1
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Press
Release, dated as of April 22, 2008
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Investor
Contact:
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Press
Contact:
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Frank
Gordon
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Brian
Beades
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212.810.5858
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212.810.5596
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BlackRock
Kelso Capital Corporation Announces Board Action
New York, April 22, 2008 -
BlackRock Kelso Capital Corporation (NASDAQ:BKCC) (“BlackRock Kelso” or the “Company”) announced today that its Board
of Directors (the “Board”) has adopted a policy with respect to proposal number
three of the Company’s 2008 definitive proxy statement.
In
proposal three, the Company seeks the approval of the holders of its common
stock so that it may, in one or more public or private offerings and with
approval of the Board and subject to certain other conditions, sell or otherwise
issue shares of its common stock at a price below its then current net asset
value. If approved by stockholders, the authorization would be effective for a
period expiring on the earlier of the anniversary of the date of the Company’s
2008 Annual Meeting of Stockholders, which is to be held on April 24, 2008, or
the date of the Company’s 2009 Annual Meeting of Stockholders, which is expected
to be held in May 2009.
Yesterday
the Board determined to limit the ability of the Company to sell common stock
below net asset value, if proposal three is approved by stockholders, to
circumstances in which the price per share of the Company’s common stock is
equal to 95% or greater of the Company’s net asset value per share in effect for
the Company on the date any such sale is priced.
If
you are a BlackRock Kelso stockholder and have not yet voted or wish to change
your vote, we urge you to vote by phone or through the internet using the
instructions provided on your proxy ballot, or alternatively, you may vote by
faxing both sides of your signed proxy ballot to PFPC Inc. at
508.871.9462. Please contact PFPC Inc. at 508.871.3771 if you need a
duplicate of your proxy ballot.
About
BlackRock Kelso Capital Corporation
BlackRock
Kelso Capital Corporation is a business development company formed in early 2005
by its management team, BlackRock, Inc. and principals of Kelso & Company,
to provide debt and equity capital to middle-market companies.
The
Company's investment objective is to generate both current income and capital
appreciation through debt and equity investments. The Company invests
primarily in middle-market companies in the form of senior and junior secured
and unsecured debt securities and loans, each of which may include an equity
component, and by making direct preferred, common and other equity investments
in such companies.
Available
Information
BlackRock
Kelso Capital Corporation’s filings with the Securities and Exchange Commission,
press releases, earnings releases and other financial information are available
on its website at www.blackrockkelso.com.
Forward-Looking Statements
Statements included herein may
constitute “forward looking
statements.” These
statements are not guarantees of future performance or results and involve a
number of risks and uncertainties. Actual results may differ materially from
those in the
forward-looking statements as a result of a number of factors, including those
described from time to time in our filings with the Securities and Exchange
Commission. The Company undertakes no duty to update any forward looking
statements made herein.
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