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 3, 2014
FS Investment Corporation
(Exact name of Registrant as specified in its charter)
| | | | |
| Maryland | | 814-00757 | | 26-1630040 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
Cira Centre 2929 Arch Street, Suite 675 Philadelphia, Pennsylvania | | 19104 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (215) 495-1150
None
(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:
| | ¨ | 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 2.02. | Results of Operations and Financial Condition. |
On March 5, 2014, FS Investment Corporation (the “Company”) issued a press release providing an overview of its operating results for the fiscal quarter and year ended December 31, 2013 and announcing the details of its annual stockholder conference call, which will be held on Wednesday, March 12, 2014 at 10:00 a.m., Eastern Time.
A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Effective March 3, 2014, the Company increased the price at which it issues shares under its distribution reinvestment plan (the “DRP”) from $10.25 to $10.30 per share. As previously disclosed by the Company, the price at which shares are issued under the DRP is determined by the Company’s board of directors (the “Board”) or a committee thereof and is (i) not less than the net asset value per share determined in good faith by the Board or a committee thereof immediately prior to the payment of the distribution (the “NAV Per Share”) and (ii) not more than 2.5% greater than the NAV Per Share as of such date. The purpose of this increase was to ensure that the Company did not issue shares under the DRP at a price per share that was below the NAV Per Share.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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EXHIBIT
NUMBER | | DESCRIPTION |
| |
| 99.1 | | Press Release dated March 5, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | FS Investment Corporation |
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| Date: March 5, 2014 | | | | By: | | /s/ Michael C. Forman |
| | | | | | Michael C. Forman |
| | | | | | Chief Executive Officer |
EXHIBIT INDEX
| | |
EXHIBIT
NUMBER | | DESCRIPTION |
| |
| 99.1 | | Press Release dated March 5, 2014. |
