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 23, 2005 TECHNOLOGY INVESTMENT CAPITAL CORP. (Exact name of registrant as specified in its charter) MARYLAND 000-50398 20-0118736 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 8 SOUND SHORE DRIVE, SUITE 255 GREENWICH, CT 06830 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (203) 983-5275 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On March 23, 2005, Technology Investment Capital Corp. issued a press release announcing that it has completed a $5.0 million investment in senior secured notes with warrants and a $500,000 investment in convertible preferred stock issued by WHITTMANHART, Inc., a consulting company providing integrated solutions in digital communications, process improvement, and enabling technologies to Fortune 1000 and premier middle-market companies. TICC has also committed to purchase an additional $7.0 million of senior notes as WHITTMANHART achieves certain milestones. The text of the press release is included as Exhibit 99.1 to this Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release dated March 23, 2005 SIGNATURES 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 hereunto duly authorized. Date: March 23, 2005 TECHNOLOGY INVESTMENT CAPITAL CORP. By: /s/ Saul B. Rosenthal ----------------------------------- Saul B. Rosenthal President
