UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Gladstone Investment Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 83-0423116 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1521 Westbranch Drive Suite 100 McLean, Virginia |
22102 | |
| (Address of principal executive offices) | (Zip code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| 6.25% Series D Cumulative Term Preferred Stock due 2023, $0.001 par value per share | The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-204996
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant’s Securities to Be Registered.
The description of the 6.25% Series D Cumulative Term Preferred Stock due 2023, par value $0.001 per share (the “Series D Term Preferred Stock”), of Gladstone Investment Corporation, a Delaware corporation (the “Registrant”), is incorporated by reference to the information set forth under the caption “Description of the Series D Term Preferred Stock” in the prospectus supplement dated September 19, 2016 and filed pursuant to Rule 497 under the Securities Act of 1933, as amended, in the form in which it was filed on September 20, 2016 with the Securities and Exchange Commission. The prospectus supplement supplements the prospectus contained in the Registrant’s registration statement on Form N-2 (File No. 333-204996), which was most recently declared effective by the Securities and Exchange Commission on July 28, 2016. The Registrant has been approved to list the Series D Term Preferred Stock on the NASDAQ Global Select Market under the symbol “GAINM.”
Item 2. Exhibits.
Pursuant to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit a.2 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-123699), filed May 13, 2005. | |
| 3.2 | Certificate of Designation of 7.125% Series A Cumulative Term Preferred Stock of Gladstone Investment Corporation, incorporated by reference to Exhibit 2.a.2 to Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File No. 333-160720) filed February 29, 2012. | |
| 3.3 | Certificate of Designation of 6.75% Series B Cumulative Term Preferred Stock of Gladstone Investment Corporation, incorporated by reference to Exhibit 3.3 to the Registration Statement on Form 8-A (File No. 001-34007), filed November 7, 2014. | |
| 3.4 | Certificate of Designation of 6.50% Series C Cumulative Term Preferred Stock of Gladstone Investment Corporation, incorporated by reference to Exhibit 3.4 of the Registration Statement on Form 8-A (File No. 001-34007), filed May 11, 2015. | |
| 3.5* | Certificate of Designation of 6.25% Series D Cumulative Term Preferred Stock due 2023 of Gladstone Investment Corporation. | |
| 3.6 | Amended and Restated Bylaws, incorporated by reference to Exhibit b.2 to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005. | |
| 3.7 | First Amendment to Amended and Restated Bylaws, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File No. 814-00704), filed July 10, 2007. | |
| 4.1 | Specimen Stock Certificate, incorporated by reference to Exhibit 99.d to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005. | |
| 4.2 | Specimen 7.125% Series A Cumulative Term Preferred Stock Certificate, incorporated by reference to Exhibit 2.d.4 to Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File No. 333-160720), filed February 29, 2012. | |
| 4.3 | Specimen 6.75% Series B Cumulative Term Preferred Stock Certificate, incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 8-A (File No. 001-34007), filed November 7, 2014. | |
| 4.4 | Specimen 6.50% Series C Cumulative Term Preferred Stock Certificate, incorporated by reference to Exhibit 4.4 to the Registration Statement on Form 8-A (File No. 001-34007), filed May 11, 2015. | |
| 4.5* | Specimen 6.25% Series D Cumulative Term Preferred Stock due 2023 Certificate. | |
| * | Filed herewith. |
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.
| Date: September 22, 2016 | GLADSTONE INVESTMENT CORPORATION | |||||
| By: | /s/ David Gladstone | |||||
| Name: | David Gladstone | |||||
| Title: | Chairman of the Board and Chief Executive Officer | |||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit a.2 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-123699), filed May 13, 2005. | |
| 3.2 | Certificate of Designation of 7.125% Series A Cumulative Term Preferred Stock of Gladstone Investment Corporation, incorporated by reference to Exhibit 2.a.2 to Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File No. 333-160720) filed February 29, 2012. | |
| 3.3 | Certificate of Designation of 6.75% Series B Cumulative Term Preferred Stock of Gladstone Investment Corporation, incorporated by reference to Exhibit 3.3 to the Registration Statement on Form 8-A (File No. 001-34007), filed November 7, 2014. | |
| 3.4 | Certificate of Designation of 6.50% Series C Cumulative Term Preferred Stock of Gladstone Investment Corporation, incorporated by reference to Exhibit 3.4 of the Registration Statement on Form 8-A (File No. 001-34007), filed May 11, 2015. | |
| 3.5* | Certificate of Designation of 6.25% Series D Cumulative Term Preferred Stock due 2023 of Gladstone Investment Corporation. | |
| 3.6 | Amended and Restated Bylaws, incorporated by reference to Exhibit b.2 to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005. | |
| 3.7 | First Amendment to Amended and Restated Bylaws, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File No. 814-00704), filed July 10, 2007. | |
| 4.1 | Specimen Stock Certificate, incorporated by reference to Exhibit 99.d to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005. | |
| 4.2 | Specimen 7.125% Series A Cumulative Term Preferred Stock Certificate, incorporated by reference to Exhibit 2.d.4 to Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File No. 333-160720), filed February 29, 2012. | |
| 4.3 | Specimen 6.75% Series B Cumulative Term Preferred Stock Certificate, incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 8-A (File No. 001-34007), filed November 7, 2014. | |
| 4.4 | Specimen 6.50% Series C Cumulative Term Preferred Stock Certificate, incorporated by reference to Exhibit 4.4 to the Registration Statement on Form 8-A (File No. 001-34007), filed May 11, 2015. | |
| 4.5* | Specimen 6.25% Series D Cumulative Term Preferred Stock due 2023 Certificate. | |
| * | Filed herewith. |