As filed with the Securities and Exchange Commission on December 3, 2009
Registration No. 333-152981
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PATRIOT CAPITAL FUNDING, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 74-3068511 |
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) | | (I.R.S. EMPLOYER IDENTIFICATION NO.) |
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274 Riverside Avenue, Westport, CT (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) | | 06880 (ZIP CODE) |
Patriot Capital Funding, Inc. Employee Restricted
Stock Plan
(Full title of the plan)
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Richard P. Buckanavage President and Chief Executive Officer Patriot Capital Funding, Inc. 274 Riverside Avenue Westport, CT 06880 (203) 429-2700 (Name, address and telephone number of agent for service) | | Copy to: Harry S. Pangas, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., N.W. Washington, D.C. 20004 (202) 383-0100
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
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Large Accelerated Filero | | Accelerated Filerþ | | Non-Accelerated Filero(Do not check if a smaller reporting company) | | Smaller Reporting Companyo |
EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8, File No. 333-152981 (the “Registration Statement”), registering shares of common stock of Patriot Capital Funding, Inc. (the “Company”) that were issuable pursuant to the Patriot Capital Funding, Inc. Employee Restricted Stock Plan. On December 2, 2009, the Company merged with and into Prospect Capital Corporation, with Prospect Capital Corporation continuing as the surviving company in the merger. As a result, this Post-Effective Amendment is being filed solely to deregister any and all shares of the Company’s common stock previously registered under the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westport, in the State of Connecticut, on the 2nd day of December 2009.
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| PATRIOT CAPITAL FUNDING, INC. | |
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| By: | /s/ Richard P. Buckanavage | |
| | Name: | Richard P. Buckanavage | |
| | Title: | President and Chief Executive Officer | |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:
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SIGNATURE | | TITLE | | DATE |
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/s/ Richard P. Buckanavage Richard P. Buckanavage | | President, Chief Executive Officer and Director (principal executive officer) | | December 2, 2009 |
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/s/ William E. Alvarez, Jr. William E. Alvarez, Jr. | | Executive Vice President, Chief Financial Officer and Secretary (principal financial and accounting officer) | | December 2, 2009 |
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/s/ Timothy W. Hassler Timothy W. Hassler | | Chief Investment Officer and Director | | December 2, 2009 |
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| | Director | | December 2, 2009 |
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| | Director | | December 2, 2009 |
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| | Director | | December 2, 2009 |
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| | Director | | December 2, 2009 |
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* | | Signed by Richard P. Buckanavage on behalf of those identified pursuant to his designation as attorney-in-fact signed by each on August 13, 2008. |