As filed with the Securities and Exchange Commission on February 10, 2017
Securities Act File No. 333-202461
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
to
Form N-2
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
First Capital Investment Corporation
(Exact name of registrant as specified in charter)
1560 Wilson Boulevard,
Suite 450
Arlington, Virginia 22209
(703) 259-8204
(Address and telephone number, including area code, of principal executive offices)
Jeffrey McClure
1560 Wilson Boulevard
Suite 450
Arlington, Virginia 22209
(703) 259-8204
(Name and address of agent for service)
Copies to:
Owen J. Pinkerton, Esq.
Morris, Manning & Martin, LLP
1401 Eye Street, NW, Suite 600
Washington, DC 20005
Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x
Explanatory Note
This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (Registration No. 333-202461) of First Capital Investment Corporation (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purposes of filing exhibits to the Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than Item 25(2) of Part C as set forth below. Accordingly, this Post-Effective Amendment No. 3 consists only of the facing page, this explanatory note and Item 25(2) of Part C of the Registration Statement setting forth exhibits to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effectively immediately upon filing with the U.S. Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C
OTHER INFORMATION
Item 25. Financial Statements and Exhibits.
(2) Exhibits:
| Exhibit Number | Description | |
| (a)(2) | Article of Amendment of the Registrant, filed January 6, 2017(incorporated by reference to Exhibit 3.1 filed with the Current Report on Form 8-K filed on January 6, 2017). | |
| (e)(1)* | Amended and Restated Distribution Reinvestment Plan, effective February 10, 2017. | |
| (g)(3)* | Amendment No. 2 to the Investment Advisory and Administrative Services Agreement by and between First Capital Investment Corporation and FCIC Advisors LLC, dated February 10, 2017. | |
| (g)(4)* | Letter Agreement between First Capital Investment Corporation and FCIC Advisors LLC, dated February 10, 2017. | |
| (h)(2)* | Form of Selected Dealer Agreement (included as Exhibit A to the Form of Dealer Manager Agreement). | |
| (k)(6) | Amended and Restated Expense Support and Conditional Reimbursement Agreement, by and among Freedom Capital Corporation and Freedom Capital Investment Advisors LLC, dated November 9, 2016(incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K filed on November 16, 2016). | |
| (k)(7)* | Custody Agreement by and between Millennium Trust Company and First Capital Investment Corporation, dated February 10, 2017. |
* Filed herewith.
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, and Commonwealth of Virginia, on the 10th day of February, 2017.
| First Capital Investment Corporation | ||
| By: | /s/ Jeffrey McClure | |
| Jeffrey McClure | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jeffrey McClure | President, Chief Executive Officer and Chairman and Director | February 10, 2017 | ||
Jeffrey McClure | (Principal Executive Officer) | |||
| /s/ Robert Amweg | Chief Financial Officer | February 10, 2017 | ||
Robert Amweg | (Principal Accounting Officer and Principal Financial Officer) | |||
| /s/ * | Director | February 10, 2017 | ||
| Liam Coakley | ||||
| /s/ * | Director | February 10, 2017 | ||
| David Duhamel | ||||
| /s/ * | Director | February 10, 2017 | ||
| Keith Hall | ||||
| /s/ * | Director | February 10, 2017 | ||
| Steven Looney |
| *By: | /s/ Jeffrey McClure | |
| Jeffrey McClure | ||
| Attorney-in-Fact |
| 3 |
