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 27, 2007

 

BLACKROCK KELSO CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

40 East 52^nd 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:

 

 

 

240.14d-2(b))

 

240.13e-4(c))

 

__________________________________

 

---

 

On March 28, 2007, BlackRock Kelso Capital Corporation (the "Company") filed a certificate of amendment (the "Certificate of Amendment") to its articles of incorporation (the "Articles of Incorporation"). The Company's Articles of Incorporation were amended to increase the Company's authorized capital stock from 40 million shares of common stock, par value $0.001 per share (the "Common Stock"), to 100 million shares of Common Stock.

The Certificate of Amendment is attached hereto as Exhibit 3.2.

At the Company’s annual meeting of stockholders held on March 27, 2007 in New York, New York, the stockholders approved all four items on the meeting's agenda. Each current director of the Company was re-elected to another term and the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2007 was ratified.

The stockholders also approved proposals to increase the number of authorized shares of Common Stock from 40 million to 100 million and to amend certain provisions of the Company’s Investment Management Agreement. Both of these proposals were approved by holders of more than a majority of the Corporation’s outstanding Common Stock.

 

(d) Exhibits.

 

 

 

---

 

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.

 

 

 

 

---

 

EXHIBIT INDEX

 

 

 

 

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

BLACKROCK KELSO CAPITAL CORPORATION

 

_________________________________________

 

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

_________________________________________

 

BlackRock Kelso Capital Corporation, a Delaware corporation (hereinafter called the "Corporation"), does hereby certify as follows:

 

FIRST:  Section 4.1 of Article IV of the Corporation's Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

 

Section 4.1    The total number of shares of stock which the Corporation shall have authority to issue is one hundred million and five hundred (100,000,500) shares of which the Corporation shall have authority to issue one hundred million (100,000,000) shares of common stock (the "Common Shares"), each having a par value of one one-thousandth of a dollar ($0.001), and five hundred (500) shares of preferred stock (the "Preferred Shares"), each having a par value of one one-thousandth of a dollar ($0.001).

 

SECOND:  The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, BlackRock Kelso Capital Corporation has caused this Certificate to be duly executed in its corporate name this 28th day of March,2007.