UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
TICC Capital Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
87244T109
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
August 5, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 87244T109
1 | NAME OF REPORTING PERSON Raging Capital Fund, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 633,165 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 633,165 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 633,165 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% | ||
14 | TYPE OF REPORTING PERSON PN |
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CUSIP NO. 87244T109
1 | NAME OF REPORTING PERSON Raging Capital Fund (QP), LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 423,723 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 423,723 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 423,723 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% | ||
14 | TYPE OF REPORTING PERSON PN |
3
CUSIP NO. 87244T109
1 | NAME OF REPORTING PERSON Raging Capital Management, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 1,056,888 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 1,056,888 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,056,888 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% | ||
14 | TYPE OF REPORTING PERSON OO |
4
CUSIP NO. 87244T109
1 | NAME OF REPORTING PERSON William C. Martin | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF, PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 27,120 | |
8 | SHARED VOTING POWER 1,056,888 | ||
9 | SOLE DISPOSITIVE POWER 27,120 | ||
10 | SHARED DISPOSITIVE POWER 1,056,888 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,008 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% | ||
14 | TYPE OF REPORTING PERSON IN |
5
CUSIP NO. 87244T109
The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the undersigned. This Amendment No. 5 amends the Schedule 13D as specifically set forth.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows: |
The aggregate purchase price of the 1,056,888 Shares owned directly by the Raging Funds is approximately $5,376,601, including brokerage commissions. The Shares owned directly by the Raging Funds were acquired with the working capital of the Raging Funds.
The aggregate purchase price of the 27,120 Shares owned directly by Mr. Martin is approximately $151,758, excluding brokerage commissions. The Shares owned directly by Mr. Martin were acquired with Mr. Martin’s personal funds and through the Issuer’s dividend reinvestment plan.
The Raging Funds and Mr. Martin effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows: |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 26,932,340 Shares outstanding as of August 5, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2010.
As of the close of business on August 20, 2010, Raging Capital Fund directly owned 633,165 Shares, constituting approximately 2.4% of the Shares outstanding. By virtue of their relationships with Raging Capital Fund discussed in further detail in Item 2, each of Raging Capital and Mr. Martin may be deemed to beneficially own the Shares owned by Raging Capital Fund.
As of the close of business on August 20, 2010, Raging Capital Fund QP directly owned 423,723 Shares, constituting approximately 1.6% of the Shares outstanding. By virtue of their relationships with Raging Capital Fund QP discussed in further detail in Item 2, each of Raging Capital and Mr. Martin may be deemed to beneficially own the Shares owned by Raging Capital Fund QP.
As of the close of business on August 20, 2010, Mr. Martin directly owned 27,120 Shares, constituting less than 1% of the Shares outstanding.
(b) Each of the Raging Funds shares with Raging Capital and Mr. Martin the power to vote and dispose of the Shares directly owned, respectively, by the Raging Funds. Mr. Martin has the sole power to vote and dispose of the Shares directly owned by Mr. Martin.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of such transactions were effected in the open market, unless indicated otherwise.
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CUSIP NO. 87244T109
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) As of the close of business on August 5, 2010, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
7
CUSIP NO. 87244T109
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 23, 2010
Raging Capital Fund, LP | |||
By: | Raging Capital Management, LLC General Partner | ||
By: | /s/ William C. Martin | ||
Name: | William C. Martin | ||
Title: | Managing Member |
Raging Capital Fund (QP), LP | ||||
By: | Raging Capital Management, LLC General Partner | |||
By: | /s/ William C. Martin | |||
Name: | William C. Martin | |||
Title: | Managing Member |
Raging Capital Management, LLC | |||
By: | /s/ William C. Martin | ||
Name: | William C. Martin | ||
Title: | Managing Member |
/s/ William C. Martin | |
William C. Martin |
8
CUSIP NO. 87244T109
SCHEDULE A
Transactions in the Shares During the Past 60 Days
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
RAGING CAPITAL FUND, LP
(171)* | 8.3000 | 06/04/2010 | |
7,600 | 7.7618 | 06/08/2010 | |
456 | 7.6520 | 06/09/2010 | |
19,950** | 7.6779 | 06/09/2010 | |
(855)* | 8.0000 | 06/14/2010 | |
18,639** | 7.8996 | 06/17/2010 | |
(9,777) * | 8.5800 | 06/28/2010 | |
(11,166) * | 8.5900 | 06/29/2010 | |
(68,913) * | 8.5400 | 06/29/2010 | |
(679) * | 8.5000 | 07/20/2010 | |
(33,177) * | 8.6001 | 07/21/2010 | |
(7,946) * | 8.7824 | 07/29/2010 | |
(11,194) * | 8.8971 | 08/04/2010 | |
(253,317)*** | -- | 08/05/2010 | |
(20,300) * | 9.1326 | 08/05/2010 | |
(6,090) * | 9.2500 | 08/05/2010 | |
(5,562) * | 9.1510 | 08/09/2010 | |
(7,250) * | 9.2400 | 08/10/2010 | |
(3,878) * | 8.8400 | 08/12/2010 | |
(5,800) * | 8.9100 | 08/13/2010 | |
(12,736) * | 9.0379 | 08/16/2010 | |
(73,486) * | 8.9900 | 08/16/2010 | |
(54,128) * | 9.3015 | 08/17/2010 | |
(18,038) * | 9.3379 | 08/18/2010 |
RAGING CAPITAL FUND (QP), LP
(2,428) * | 8.2923 | 06/01/2010 | |
(3,243) * | 8.2900 | 06/02/2010 | |
(1,500) | 8.3000 | 06/03/2010 | |
(129) * | 8.3000 | 06/04/2010 | |
344 | 7.6520 | 06/09/2010 | |
15,050** | 7.6779 | 06/09/2010 | |
(645) * | 8.0000 | 06/14/2010 | |
14,061** | 7.8996 | 06/17/2010 | |
(7,374) * | 8.5800 | 06/28/2010 |
CUSIP NO. 87244T109
(8,422) * | 8.5900 | 06/29/2010 | |
(51,987) * | 8.5400 | 06/29/2010 | |
(491) * | 8.5000 | 07/20/2010 | |
(24,024) * | 8.6001 | 07/21/2010 | |
(87) * | 8.6600 | 07/23/2010 | |
(3,400) * | 8.7000 | 07/23/2010 | |
(26,700) * | 8.7235 | 07/26/2010 | |
(5,754) * | 8.7824 | 07/29/2010 | |
(25,000) * | 8.8800 | 08/02/2010 | |
(2,700) * | 8.8500 | 08/03/2010 | |
(8,106) * | 8.8971 | 08/04/2010 | |
(420,061) *** | -- | 08/05/2010 | |
(14,700) * | 9.1326 | 08/05/2010 | |
(4,410) * | 9.2500 | 08/05/2010 | |
(4,026) * | 9.1510 | 08/09/2010 | |
(5,250) * | 9.2400 | 08/10/2010 | |
(2,807) * | 8.8400 | 08/12/2010 | |
(4,200) * | 8.9100 | 08/13/2010 | |
(9,222) * | 9.0379 | 08/16/2010 | |
(53,214) * | 8.9900 | 08/16/2010 | |
(5,872) * | 9.3015 | 08/17/2010 | |
(13,062) * | 9.3379 | 08/18/2010 |
RAGING CAPITAL MANAGEMENT, LLC
None |
WILLIAM C. MARTIN
(1,900) | 8.3800 | 06/01/2010 | |
(1,381) | 8.3514 | 06/01/2010 | |
1,700 | 7.6520 | 06/09/2010 | |
(3,000) | 8.5400 | 06/28/2010 | |
(2,300) | 8.5291 | 06/29/2010 | |
(100) | 8.8300 | 07/30/2010 | |
(4,900) | 8.8500 | 08/03/2010 | |
(400) | 8.9100 | 08/03/2010 | |
(4,600) | 8.8600 | 08/04/2010 | |
(2,500) | 9.1763 | 08/05/2010 | |
(2,500) | 9.0900 | 08/05/2010 | |
(1,000) | 9.1500 | 08/05/2010 | |
(1,000) | 9.1900 | 08/05/2010 | |
(1,500) | 9.1900 | 08/05/2010 | |
(1,600) | 9.3200 | 08/18/2010 | |
(2,312) | 9.3500 | 08/18/2010 | |
(4,199) | 9.3400 | 08/18/2010 | |
(4,288) | 9.3200 | 08/18/2010 |