UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM10-K/A
Amendment No. 1
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2017
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number814-00712
BlackRock Capital Investment Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-2725151 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 40 East 52nd Street, New York, New York | 10022 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code:212-810-5800
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class | Name of Each Exchange on Which Registered | |
| Common Stock, par value $0.001 per share | The NASDAQ Global Select Market |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to thisForm 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☒ | |||
| Non-Accelerated Filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
The aggregate market value of the Registrant’s common stock held bynon-affiliates of the Registrant at June 30, 2017 (the last business day of the Registrant’s most recently completed second quarter) was $538,456,867 based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by persons who own 5% or more of the outstanding shares of common stock and shares beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has nonon-voting common stock.
There were 73,059,322 shares of the Registrant’s common stock outstanding at March 7, 2018.
Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2018 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report onForm 10-K are incorporated by reference into Part III of this Report.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form10-K of BlackRock Capital Investment Corporation (the “Company”) amends the Company’s Annual Report on Form10-K for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on March 7, 2018 (the “Original Filing”). This Amendment No. 1 is being filed to amend an inadvertent typo in Exhibit 10.1 filed with the Original Filing.
Further, as required by Rule12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Form10-K/A under Item 15 of Part IV hereof. Except as described above, this Amendment No. 1 does not amend, update, or change any other information contained in the Original Filing.
PART IV
| Item 15. | Exhibits and Consolidated Financial Statement Schedules |
The following documents are filed as part of this Annual Report:
| (1) | Consolidated Financial Statements—See the Index to Consolidated Financial Statements on pageF-1. |
| (2) | Consolidated Financial Statement Schedules—None. We have omitted financial statements schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements. |
| (3) | Exhibits—Please note that the agreements included as exhibits to this Form10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about BlackRock Capital Investment Corporation or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time. |
| * | Filed herewith. |
| (1) | Previously filed with the Registrant’s Registration Statement on Form 10 (Commission FileNo. 000-51327), as amended, originally filed on May 24, 2005. |
| (2) | Previously filed with the Registrant’s Form8-K dated as of March 9, 2015. |
| (3) | Previously filed with the Registrant’spre-effective Amendment No. 2 to the Registration Statement on FormN-2 (Commission FileNo. 333-141090), filed on June 14, 2007. |
| (4) | Previously filed with the Registrant’s Form10-K dated as of December 31, 2005 |
| (5) | Previously filed with the Registrant’s Form8-K dated as of March 4, 2009. |
| (6) | Previously filed with the Registrant’s Form8-K dated as of February 19, 2013. |
| (7) | Previously filed with the Registrant’s Form8-K dated as of March 27, 2014. |
| (8) | Previously filed with the Registrant’s Form10-K for the year ended December 31, 2009. |
| (9) | Previously filed with the Registrant’s Form10-K for the year ended December 31, 2008. |
| (10) | Previously filed with the Registrant’s Form8-K dated as of June 29, 2016. |
| (11) | Previously filed with the Registrant’s Form8-K dated as of June 5, 2017. |
| (12) | Previously filed with the Registrant’s Form8-K dated as of June 13, 2017. |
| (13) | Previously filed with the Registrant’s FormN-2 under the Securities Act of 1933 (FileNo. 333-203068), filed on March 27, 2015. |
| (14) | Previously filed with the Registrant’s Form10-K for the year ended December 31, 2017. |
