As filed with the Securities and Exchange Commission on October 4, 2012

Registration No. 333-     

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



 

FORM N-2



 

 
(Check appropriate box or boxes)
o   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
o   Pre-Effective Amendment No.
o   Post-Effective Amendment No.


 

KCAP FINANCIAL, INC.

(Exact Name of Registrant as Specified in Charter)



 

295 Madison Avenue, 6th Floor
New York, New York 10017
(212) 455-8300

(Address and Telephone Number of Principal Executive Offices)

Dayl W. Pearson
President and Chief Executive Officer
KCAP Financial, Inc.
295 Madison Avenue, 6th Floor
New York, New York 10017

(Name and Address of Agent for Service)



 

Copy to:

 
Harry S. Pangas, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004-2415
Telephone: (202) 383-0100
Facsimile: (202) 637-3593
   Stuart H. Gelfond, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Telephone: (212) 859-8000
Facsimile: (212) 859-4000

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. o

It is proposed that this filing will become effective (check appropriate box):

o When declared effective pursuant to Section 8(c) of the Securities Act of 1933.
x This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933 and the Securities Act registration statement number of the earlier effective registration statement for the same offering is 333-183032.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

       
Title of Securities Being Registered   Amount Being Registered   Proposed Maximum Offering Price Per Note   Proposed Maximum Aggregate Offering Price(1)(2)   Amount of Registration Fee(3)
Senior Notes   $ 6,900,000       100 %    $ 6,900,000     $ 942  

(1) Estimated solely for the purposes of determining the registration fee pursuant to Rule 457(a) under the Securities Act, as amended (the “Securities Act”).
(2) Includes senior notes that may be issued pursuant to the underwriters’ option to purchase additional notes.
(3) The Registrant previously paid $23,220 in connection with its Registration Statement on Form N-2 (File No. 333-175939) filed with the Securities and Exchange Commission on September 21, 2011, pursuant to which no securities were issued. Pursuant to Rule 457(p) of the Securities Act, $942 of the previously paid fee amount is offset against the currently due filing fee. As a result, no filing fee is due in connection with this filing.
 

 

 
 

Incorporation of Certain Information by Reference

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by KCAP Financial, Inc. (the “Registrant”) with the Securities and Exchange Commission, and hereby incorporates by reference into this Registration Statement the contents of the Registration Statement on Form N-2 (File No. 333-183032), including the exhibits thereto, filed on August 2, 2012, as amended by a pre-effective amendment thereto, and declared effective on October 4, 2012.

 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 4th day of October, 2012.

 
  KCAP FINANCIAL, INC.
    

By:

/s/ Dayl W. Pearson

Name: Dayl W. Pearson
Title: President and CEO

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

   
Signature   Title   Date
/s/ Dayl W. Pearson

Dayl W. Pearson		   President and Chief Executive Officer; Director (principal executive officer)   October 4, 2012
/s/ Edward U. Gilpin

Edward U. Gilpin		   Chief Financial Officer, Secretary and Treasurer (principal financial and accounting officer)   October 4, 2012
*

Christopher Lacovara		   Director   October 4, 2012
*

Gary Cademartori		   Director   October 4, 2012
*

C. Michael Jacobi		   Director   October 4, 2012
*

Albert G. Pastino		   Director   October 4, 2012
*

C. Turney Stevens, Jr.		   Director   October 4, 2012
*

Jay R. Bloom		   Director   October 4, 2012
*

Dean C. Kehler		   Director   October 4, 2012
* Dayl W. Pearson

Dayl W. Pearson
As Attorney-in-Fact

 
 

EXHIBIT INDEX

 
l   Opinion and Consent of Sutherland, Asbill & Brennan LLP*
n.1   Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm, with respect to report dated March 15, 2012, relating to KCAP Financial, Inc.*
n.2   Consent of Grant Thornton LLP, Independent Certified Public Accountants, with respect to report dated March 15, 2012, relating to Katonah Debt Advisors, L.L.C*
n.3   Consent of Grant Thornton LLP, Independent Certified Public Accountants, with respect to report dated March 14, 2012, relating to Trimaran Advisors, L.L.C.*
n.4   Report of Grant Thornton LLP, Independent Registered Public Accounting Firm, with respect to the debt obligations and indebtedness of KCAP Financial, Inc. (Incorporated by reference exhibit n.4 included in the Registration Statement on Form N-2 (File No. 333-183032), as filed on August 2, 2012.)

* Filed herewith.