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): January 13, 2011
FS Investment Corporation
(Exact name of Registrant as specified in its charter)
| Maryland | | 0-53424 | | 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 | | 19104-2867 |
| (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 January 13, 2011, the Board of Directors (the “Board”) of FS Investment Corporation (the “Company”) declared two regular semi-monthly cash distributions of $0.032156 per share each that will be paid on January 31, 2011 to stockholders of record as of January 14, 2011 and January 28, 2011, respectively.
A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On January 13, 2011, the Board formed a nominating and corporate governance committee (the “Committee”), which will be composed of Messrs. Thomas J. Gravina, Jeffrey K. Harrow and Michael Heller, a majority of whom are independent. Mr. Gravina will serve as chairman of the Committee. The Committee will select and nominate directors for election by the Company’s stockholders, select nominees to fill vacancies on the Board or a committee thereof, develop and recommend to the Board a set of corporate governance principles and oversee the evaluation of the Board and its management.
On January 13, 2011, the Board also appointed David J. Adelman, a current member of the Board, to serve as the Company’s Vice Chairman, effective immediately.
| Item 9.01. | | Financial Statements and Exhibits. |
| | | |
| (d) | | Exhibits. |
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: | January 18, 2011 | | By: | /s/ Michael C. Forman |
| | | | Michael C. Forman |
| | | | President and Chief Executive Officer |
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