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As filed with the Securities and Exchange Commission on September 27, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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ALLIED CAPITAL SBLC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 52-1994585
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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C/O ALLIED CAPITAL ADVISERS, INC.
1666 K STREET, N.W.
WASHINGTON, D.C. 20006-2803
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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NONE NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Allied Capital SBLC Corporation (the "Corporation") was incorporated under the
laws of the State of Maryland on March 29, 1996. As a non-diversified
closed-end management investment company, it intends to elect to be regulated
as a business development company pursuant to Section 54(a) of the Investment
Company Act of 1940, as amended, before commencing operations. The Corporation
intends to engage in the business of making loans guaranteed by the U.S. Small
Business Administration("SBA") pursuant to Section 7(a) of the Small Business
Act as an SBA-licensed small business lending company. The Corporation will
succeed to certain portions of the current consolidated business operations of
Allied Capital Lending Corporation, a Maryland corporation ("Allied Lending"),
which is expected to be the Corporation's sole stockholder following a
reorganization of Allied Lending pursuant to an exemptive order of the U.S.
Securities and Exchange Commission (the "Commission") (File No. 812-10072).
See "Business of the Company" in Pre-Effective Amendment No. 2 to Allied
Lending's registration statement on Form N-2 under the Securities Act of 1933,
as filed with the Commission on April 29, 1996 (File No. 333-2185).
The total number of shares of stock of all classes which the Corporation has
authority to issue is ten million (10,000,000) shares of capital stock, with a
par value of One-Tenth of One Mil ($0.0001) per share, amounting in aggregate
par value to One Thousand Dollars ($1,000). All of such shares are initially
classified as "Common Stock." The Corporation does not intend to list the Common
Stock on any exchange or otherwise seek a public market for the trading of
these shares.
The Board of Directors may classify and reclassify any unissued shares of
capital stock by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualification, terms or conditions of redemption
or other rights of such shares of stock.
The following is a description of the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the Common Stock of the Corporation:
(1) Each share of Common Stock shall have one vote, and, except as
otherwise provided in respect of any class of stock hereafter
classified or reclassified, the exclusive voting power for all
purposes shall be vested in the holders of the Common Stock;
(2) Subject to the provisions of law and any preferences of any class
of stock hereafter classified or reclassified, dividends,
including dividends payable in shares of another class of the
Corporation's stock, may be paid on the Common Stock of the
Corporation at such time and in such amounts as the Board of
Directors may deem advisable; and
(3) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the
Common Stock shall be entitled, after payment or provision for
payment of the debts and other liabilities of the Corporation and
the amount to which the holders of any class of stock hereafter
classified or reclassified having a preference on distributions
in the liquidation, dissolution or winding up of the Corporation
shall be entitled, together with the holders of any other class
of stock hereafter classified or reclassified not having a
preference on distributions in the liquidation, dissolution or
winding up of the Corporation, to share ratably in the remaining
net assets of the Corporation.
Subject to the foregoing, the power of the Board of Directors to classify and
reclassify any of the shares of capital stock shall include, without
limitation, subject to the provisions of the Registrant's Articles of
Incorporation, as they may subsequently be amended, authority to classify or
reclassify any unissued
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shares of such stock into a class or classes of preferred stock, preference
stock, special stock or other stock, and to divide and classify shares of any
class into one or more series of such class, by determining, fixing, or
altering one or more of the following:
(1) The distinctive designation of such class or series and the
number of shares to constitute such class or series; provided
that, unless otherwise prohibited by the terms of such or any
other class or series, the number of shares of any class or
series may be decreased by the Board of Directors in connection
with any classification or reclassification of unissued shares
and the number of shares of such class or series may be increased
by the Board of Directors in connection with any such
classification or reclassification, and any shares of any class
or series which have been redeemed, purchased, otherwise acquired
or converted into shares of Common Stock or any other class or
series shall become part of the authorized capital stock and be
subject to classification and reclassification as provided in
this sub-paragraph;
(2) Whether or not and, if so, the rates, amount and times at which,
and the conditions under which, dividends shall be payable on
shares of such class or series, whether any such dividends shall
rank senior or junior to or on a parity with the dividends
payable on any other class or series of stock, and the status of
any such dividends as cumulative, cumulative to a limited extent,
or non-cumulative and as participating or non-participating;
(3) Whether or not shares of such class or series shall have voting
rights, in addition to any voting rights provided by law and, if
so, the terms of such voting rights;
(4) Whether or not shares of such class or series shall have
conversion or exchange privileges and, if so, the terms and
conditions thereof, including provision for adjustment of the
conversion or exchange rate in such events or at such times as
the Board of Directors shall determine;
(5) Whether or not shares of such class or series shall be subject to
redemption and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates; and whether or not there shall be
any sinking fund or purchase account in respect thereof, and if
so, the terms thereof;
(6) The rights of the holders of shares of such class or series upon
the liquidation, dissolution or winding up of the affairs of, or
upon any distribution of assets of, the Corporation, which rights
may vary depending upon whether such liquidation, dissolution or
winding up is voluntary or involuntary and, if voluntary, may
vary at different dates, and whether such rights shall rank
senior or junior to or on a parity with such rights of any other
class or series of stock;
(7) Whether or not there shall be any limitations applicable, while
shares of such class or series are outstanding, upon the payment
of dividends or making of distributions on, or the acquisition
of, or the use of moneys for purchase or redemption of, any stock
of the Corporation, or upon any other action of the Corporation,
including action under this sub-paragraph, and, if so, the terms
and conditions thereof; and
(8) Any other preferences, rights, restrictions, including
restrictions on transferability, and qualifications of shares of
such class or series, not inconsistent with law and the Articles
of Incorporation, as they may subsequently be amended.
For the purposes hereof and of any Articles Supplementary to the Registrant's
Articles of Incorporation providing for the classification or reclassification
of any shares of capital stock or of any other charter document of the
Corporation (unless otherwise provided in any such articles or documents), any
class or
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series of stock of the Corporation shall be deemed to rank:
(1) prior to another class or series either as to dividends or upon
liquidation, if the holders of such class or series shall be
entitled to the receipt of dividends or of amounts distributable
on liquidation, dissolution or winding up, as the case may be, in
preference or priority to holders of such other class or series;
(2) on a parity with another class or series either as to dividends
or upon liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation price per share
thereof be different from those of such others, if the holders of
such class or series of stock shall be entitled to receipt of
dividends or amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in proportion to their
respective dividend rates or redemption or liquidation prices,
without preference or priority over the holders of such other
class or series; and
(3) junior to another class or series either as to dividends or upon
liquidation, if the rights of the holders of such class or series
shall be subject or subordinate to the rights of the holders of
such other class or series in respect of the receipt of dividends
or the amounts distributable upon liquidation, dissolution or
winding up, as the case may be.
ITEM 2. EXHIBITS
1. Articles of Incorporation of the Registrant, as amended and restated on
September 18, 1996.
2. By-Laws of the Registrant, dated September 17, 1996.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ALLIED CAPITAL SBLC CORPORATION
/s/ Katherine C. Marien September 26, 1996
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Katherine C. Marien, President Date