Additional Proxy Soliciting Materials (definitive) (defa14a)
May 09 2019 - 5:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14A
(RULE 14a-101)
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed
by the Registrant
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[X]
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Filed
by a Party other than the Registrant
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[ ]
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Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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RAND
CAPITAL CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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The
following script of a pre-recorded call from Allen F. Grum, the President and Chief Executive Officer of Rand Capital Corporation
(the “Company”) is expected to be used by the Company and its proxy solicitation firm, Alliance Advisors LLC, to solicit
votes in connection with the Company’s special meeting of shareholders to be held on May 16, 2019. The pre-recorded calls
are expected to commence on May 9, 2019.
Good
Day, this is Pete Grum, President and CEO of Rand Capital Corporation calling you about the Special Meeting of Shareholders taking
place on Thursday May 16th. We are seeking the approval by our shareholders for the $25 million investment by East Asset Management
into Rand Capital. We strongly believe the transaction is in the best interest of all shareholders and enables a future that we
expect will be demonstrably better than if we were to maintain the status quo.
Unfortunately,
you may be receiving a competing proxy card from User-Friendly, an activist investor that is attempting to obstruct this important
transaction for their own self interests. I ask that you discard any material you receive from them, and vote the management’s
proxy card in support of the transaction.
If
you have not yet voted your shares you can do so by pressing 1 and you will be connected to a voting specialist. If you received
this message in a voice mail you may contact a specialist at 844-853-0931.
Thank
you for your support.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including
but not limited to statements regarding the expected timing of the closing of the proposed transactions; the ability of the parties
to complete the proposed transactions considering the various closing conditions, including receipt of necessary shareholder approvals
and approval from the U.S. Small Business Administration (“SBA”); the intention of Rand Capital and Rand Capital SBIC,
Inc. (“Rand SBIC”) to elect to be taxed as a regulated investment companies for U.S. federal tax purposes; the intention
to declare and pay a special cash and stock dividend after the closing of the proposed transactions; the intention to pay a regular
cash dividend after the completion of the proposed transactions; the expected benefits of the proposed transactions such as a
lower expense-to-asset ratio for Rand Capital, increased net investment income, availability of additional resources, expanded
access to and sourcing platform for new investments and streamlining of operations under the external management structure; the
business strategy of originating additional income producing investments; the competitive ability and position of Rand Capital
following completion of the proposed transactions; and any assumptions underlying any of the foregoing, are forward-looking statements.
Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are
sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,”
“expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,”
“underestimate,” “believe,” “could,” “project,” “predict,” “continue,”
“target” or other similar words or expressions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by
such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans,
estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans,
estimates or expectations include, among others, (1) that one or more closing conditions to the stock purchase may not be satisfied
or waived, on a timely basis or otherwise, including that the SBA may not approve the proposed transactions or that the required
approvals by the shareholders of Rand Capital may not be obtained; (2) the risk that the proposed transactions may not be completed
in the time frame expected by parties, or at all; (3) the risk that Rand Capital and/or Rand SBIC may be unable to fulfill the
conditions required in order to elect to be treated as a regulated investment company for U.S. tax purposes; (4) uncertainty of
the expected financial performance of Rand Capital following completion of the proposed transactions; (5) failure to realize the
anticipated benefits of the proposed transactions, including as a result of delay in completing the proposed transactions; (6)
the risk that the board of directors of Rand Capital is unable or unwilling to declare and pay the special cash and stock dividend
or pay quarterly dividends on a going forward basis; (7) the occurrence of any event that could give rise to termination of the
stock purchase agreement; (8) the risk that shareholder litigation in connection with the proposed transactions may affect the
timing or occurrence of the contemplated transactions or result in significant costs of defense, indemnification and liability;
(9) evolving legal, regulatory and tax regimes; (10) changes in general economic and/or industry specific conditions; and (11)
other risk factors as detailed from time to time in Rand Capital’s reports filed with the Securities and Exchange Commission
(“SEC”), including Rand Capital’s annual report on Form 10-K for the year ended December 31, 2018, later filed
quarterly reports on Form 10-Q, the definitive proxy statement for the proposed transactions and other documents filed with the
SEC. Consequently, such forward-looking statements should be regarded as Rand Capital’s current plans, estimates and beliefs.
Except as required by applicable law, Rand Capital assumes no obligation to update the forward-looking information contained in
this communication.
Additional
Information and Where to Find It
This
communication may be deemed to be solicitation material in respect of solicitation of proxies from shareholders of Rand Capital
in respect of the proposed transactions. Rand Capital has filed the definitive proxy statement in respect of the proposed transactions,
which was first sent or made available to shareholders on or about April 18, 2019. INVESTORS OF RAND CAPITAL ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors may obtain the definitive proxy statement and other documents filed
by Rand Capital with the SEC from the SEC’s website at www.sec.gov or from Rand Capital’s website at www.randcapital.com.
Investors and security holders may also obtain free copies of the definitive proxy statement and other documents filed with the
SEC from Rand Capital by calling Investor Relations at 716-843-3908.
Participants
in the Solicitation
Rand
Capital and its directors, executive officers, employees and other persons may be deemed to be participants in the solicitation
of proxies from the shareholders of Rand Capital in respect of the proposed transactions. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the solicitation of Rand Capital shareholders in connection with
the proposed transactions is set forth in the definitive proxy statement filed with the SEC, which can be obtained free of charge
from the sources indicated above
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