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): | September 29, 2011 |
Fidus Investment Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
| Maryland | 814-00861 | 27-5017321 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1603 Orrington Avenue, Suite 820, Evanston, Illinois | 60201 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 847-859-3940 |
Not Applicable
______________________________________________
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
By correspondence dated September 29, 2011, Wayne F. Robinson resigned as director of Fidus Investment Corporation, a Maryland corporation (the "Company"), and as chairman of the Audit Committee and member of the Nominating and Corporate Governance Committee, effective as of September 29, 2011. Mr. Robinson informed the board that his resignation was for health reasons and was not due to any disagreements with the Company. The Company thanks Mr. Robinson for his service to the Company and wishes him well.
On September 29, 2011, the board appointed Raymond L. Anstiss, Jr. as an independent director, effective September 29, 2011, to fill the vacancy created by Mr. Robinson’s departure until the 2014 annual meeting of the stockholders of the Company. Mr. Anstiss will also serve as chairman of the Audit Committee and member of the Nominating and Corporate Governance Committee. There were no arrangements or understandings between Mr. Anstiss and any other persons pursuant to which he was selected as a director. In addition, Mr. Anstiss is not a party to any transaction, or any proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Anstiss will receive the same level of benefits, including compensation, as those provided to the other independent directors, as described in detail in the Company’s Registration Statement on Form N-2, as amended (File No. 333-172550) filed on March 1, 2011 ("Form N-2").
Mr. Anstiss is the President of Anstiss & Co., an accounting, audit, tax and financial consulting firm headquartered in Lowell, Massachusetts. Prior to joining Anstiss & Co. in 1993, Mr. Anstiss served on the audit staff of KPMG Peat Marwick from 1988 to 1992. Mr. Anstiss has served on the board of two not-for-profit companies in the past five years. Mr. Anstiss will bring to the Company’s Board of Directors extensive experience in the accounting industry.
In connection with Mr. Anstiss’ election to the Board, the Company and Mr. Anstiss will enter into an Indemnification Agreement (the "Indemnification Agreement"). The Indemnification Agreement provides our directors the maximum indemnification permitted under Maryland law and the 1940 Act. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which was filed as Exhibit (k)(3) to the Company’s Form N-2, and which is incorporated herein by reference.
The Company issued a press release on September 30, 2011 announcing Mr. Robinson’s resignation and Mr. Anstiss’s appointment. The text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated September 30, 2011 of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fidus Investment Corporation | ||||
| September 30, 2011 | By: |
/s/ CARY L. SCHAEFER
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| Name: CARY L. SCHAEFER | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release dated September 30, 2011 of the Company |
Exhibit 99.1
FIDUS INVESTMENT CORPORATION ELECTS
RAYMOND L. ANSTISS, JR. TO ITS BOARD OF DIRECTORS
EVANSTON, Ill., September 30, 2011 – Fidus Investment Corporation (NASDAQ:FDUS) (the “Company”) today announced the resignation of Wayne F. Robinson as an independent director of the board, effective September 29, 2011. Prior to his resignation, Mr. Robinson also served as chairman of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Robinson’s resignation was due to health related reasons and was not the result of any disagreement with the other Board members or with the Company’s management on any matter relating to the Company’s operations, policies or practices. The Company and the Board expressed their appreciation for Mr. Robinson’s service to the Board and the Company and wish him well.
The Company also announced that the Board appointed Raymond L. Anstiss, Jr. to serve as an independent director, effective September 29, 2011 to fill the vacancy created by Mr. Robinson’s resignation. Mr. Anstiss will serve as an independent director until the 2014 annual meeting of stockholders of the Company. Effective September 29, 2011, Mr. Anstiss was also elected to serve as chairman of the Board’s Audit Committee and serve on the Board’s Nominating and Corporate Governance Committee. Mr. Anstiss will receive the same level of benefits, including compensation, as those provided to the other independent directors, as described in detail in the Company’s other filings with the SEC.
Mr. Anstiss is the President of Anstiss & Co., an accounting, audit, tax and financial consulting firm headquartered in Lowell, Massachusetts. Prior to joining Anstiss & Co. in 1993, Mr. Anstiss served on the audit staff of KPMG Peat Marwick from 1988 to 1992. Mr. Anstiss has served on the board of two not-for-profit companies in the past five years. Mr. Anstiss will bring to the Company’s Board of Directors extensive experience in the accounting industry.
ABOUT FIDUS INVESTMENT CORPORATION
Fidus Investment Corporation provides customized mezzanine debt and equity financing solutions to lower middle-market companies, which generally are defined as U.S. based companies having revenues between $10.0 million and $150.0 million. Fidus’s investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Fidus seeks to partner with business owners, management teams and financial sponsors by providing customized financing for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives.
FORWARD-LOOKING STATEMENTS
This press release may contain certain forward-looking statements. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under Fidus’s control, and that Fidus may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from these estimates and projections of the future as a result of a number of factors, including those described from time to time in Fidus’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and Fidus undertakes no obligation to update any such statement now or in the future.
CONTACT: Edward H. Ross
Chief Executive Officer
847-859-3940