Current Report Filing (8-k)
July 12 2017 - 5:28PM
Edgar (US Regulatory)
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):
July 12, 2017
FS Investment Corporation
(Exact name of Registrant as specified
in its charter)
Maryland
(State
or other jurisdiction
of incorporation)
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814-00757
(Commission
File
Number)
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26-1630040
(I.R.S.
Employer
Identification
No.)
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201
Rouse Boulevard
Philadelphia,
Pennsylvania
(Address
of principal executive offices)
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19112
(Zip
Code)
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Registrant’s telephone number, including
area code:
(215) 495-1150
None
(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:
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging
growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07. Submission
of Matters to a Vote of Security Holders.
FS Investment Corporation (the “Company”)
held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 14, 2017. On June 14, 2017, the Company adjourned
the Annual Meeting with respect to the Share Issuance Proposal (as defined below) to permit additional time to solicit stockholder
votes for such proposal. The reconvened meeting (the “Reconvened Meeting”) was held on July 12, 2017. As of April 20,
2017, the record date for the determination of stockholders entitled to notice of, and to vote at, the Reconvened Meeting, 245,153,010
shares of common stock were eligible to be voted in person or by proxy. Stockholders were asked to consider and act upon the following
proposal, which was described in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission (the “SEC”) on April 28, 2017 (the “Proxy Statement”):
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•
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Proposal – to authorize flexibility for the Company, with the approval of the Company’s board of directors, to offer and sell shares of the Company’s common stock during the 12 months following stockholder approval, at a price below the then-current net asset value per share, subject to certain limitations described in the Proxy Statement (the “Share Issuance Proposal”).
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On July 12, 2017, the Company adjourned
the Reconvened Meeting with respect to the Share Issuance Proposal to permit additional time to solicit stockholder votes for such
proposal. The second reconvened meeting (the “Second Reconvened Meeting”) will be held on July 27, 2017 at 10:30 a.m.,
Eastern Time, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Valid proxies submitted prior to the Reconvened Meeting
will continue to be valid for the Second Reconvened Meeting, unless properly changed or revoked prior to votes being taken at the
Second Reconvened Meeting. The record date of April 20, 2017 will remain the same for the Second Reconvened Meeting.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FS Investment Corporation
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Date:
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July 12, 2017
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By:
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/s/ Stephen S. Sypherd
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Stephen S. Sypherd
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Vice President
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FS Investment Corp. (delisted) (NYSE:FSIC)
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