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): March 4,
2009
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
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incorporation
or organization)
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File
Number)
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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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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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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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On
March 4, 2009, the Board of Directors of the Registrant adopted amendments to
the Registrant’s dividend reinvestment plan (the “plan”) that, among other
things, change the share price for shares offered and sold pursuant to the plan
to 95% of the closing market price per common share on the dividend payment
date, such shares to be newly issued or treasury common shares. The
other amendments to the plan were technical in nature. The amendments
are effective as of their adoption date with respect to dividends paid
thereafter.
Descriptions
of the Amended and Restated Dividend Reinvestment Plan in this current report
are qualified in their entirety by reference to a copy of such document that is
filed as Exhibit 99.1 to this current report and incorporated by reference
herein.
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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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Amended
and Restated Dividend Reinvestment Plan, dated as of March 4,
2009
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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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Date: March
4, 2009
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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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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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Amended
and Restated Dividend Reinvestment Plan, dated as of March 4,
2009
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Exhibit
99.1
BLACKROCK
KELSO CAPITAL CORPORATION
AMENDED
AND RESTATED AUTOMATIC DIVIDEND REINVESTMENT PLAN
TERMS
AND CONDITIONS
Pursuant
to this Automatic Dividend Reinvestment Plan (the "Plan") of BlackRock
Kelso Capital Corporation (the "Company"), unless a
holder (a "Shareholder") of the
Company's shares of common stock, par value $0.001 per share (the "Common Shares"),
otherwise elects, the cash portion of all dividends and distributions on such
Shareholder's Common Shares will automatically be paid by the Company in the
form of newly issued or treasury Common Shares to PNC Global Investment
Servicing Inc. ("PGIS"), as agent for
Shareholders in administering the Plan (the "Plan
Agent"). Shareholders who elect not to participate in the Plan
will receive the cash portion of all dividends and other distributions in cash
paid by check mailed directly to the Shareholder of record (or, if the Common
Shares are held in street or other nominee name, then to such nominee) by PGIS
as the Dividend Disbursing Agent. Participants may elect not to
participate in the Plan and to receive the cash portion of all dividends and
distributions in cash by sending written instructions to PGIS, as the Dividend
Disbursing Agent, at the address set forth below. Participation in
the Plan is completely voluntary and may be terminated or resumed at any time
without penalty by written notice if received by the Plan Agent no later than
the record date for the dividend or distribution involved; otherwise such
termination or resumption will be effective with respect to any subsequently
declared dividend or distribution.
The
Plan Agent will open an account for each Shareholder under the Plan in the same
name in which such Shareholder's Common Shares are
registered. Whenever the Company declares a dividend or a
distribution (collectively referred to as "dividends"),
non-participants in the Plan will receive the cash portion of such dividend
payable in cash and participants in the Plan will receive the cash portion of
such dividend in newly issued or treasury Common Shares. The Common
Shares will be paid to the Plan Agent for the participants'
accounts. The number of newly issued or treasury Common Shares to be
credited to each participant's account will be determined by dividing the dollar
amount of the dividend by 95% of the market price per Common Share on the
payment date. The market price per share on that date shall be the
closing price for such shares on The NASDAQ Global Select Market.
The
Plan Agent will maintain all Shareholders' accounts in the Plan and furnish
written confirmation of all transactions in the accounts, including information
needed by Shareholders for tax records. Common Shares in the account
of each Plan participant will be held by the Plan Agent on behalf of the Plan
participant.
In
the case of Shareholders such as banks, brokers or nominees that hold Common
Shares for others who are the beneficial owners, the Plan Agent will administer
the Plan on the basis of the number of Common Shares certified from time to time
by the record Shareholder and held for the account of beneficial owners who
participate in the Plan.
There
will be no brokerage charges with respect to Common Shares issued directly by
the Company as a result of dividends or capital gains distributions payable
either in Common Shares or in cash.
For
the avoidance of doubt, no Common Shares will be issued under the Plan under any
circumstance that may violate the Investment Company Act of 1940, as amended, or
any rules issued thereunder.
VOTING
Each
Shareholder proxy will include those Common Shares received pursuant to the
Plan. The Plan Agent will forward all proxy solicitation materials to
participants and vote proxies for Common Shares held pursuant to the Plan in
accordance with the instructions of the participants.
TAXATION
The
automatic reinvestment of dividends will not relieve participants of any
federal, state or local income tax that may be payable (or required to be
withheld) on such dividends.
AMENDMENT
OF THE PLAN
The
Plan may be amended or terminated by the Company. There is no direct
service charge to participants in the Plan; however, the Company reserves the
right to amend the Plan to include a service charge payable by the
participants. Notice will be sent to Plan participants of any
amendments as soon as practicable after such action by the Company.
INQUIRIES
REGARDING THE PLAN
All
correspondence concerning the Plan should be directed to the Plan Agent at 301
Bellevue Parkway, Wilmington, DE 19809.
APPLICABLE
LAW
These
terms and conditions shall be governed by the laws of the State of New York
(including without limitation, Section 5-1401 of the New York General
Obligations Law) without regard to its conflicts of laws
provisions.
[THIS SPACE INTENTIONALLY LEFT
BLANK]
EXECUTION
To
record the adoption of the Plan as of March 4, 2009, the Company has caused this
Plan to be executed in the name and on behalf of the Company by a duly
authorized officer.
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By
and on behalf of
BLACKROCK
KELSO CAPITAL CORPORATION
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/s/
Michael B. Lazar
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By: Michael
B. Lazar
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Title: Chief
Operating Officer
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