Current Report Filing (8-k)
March 03 2020 - 4:40PM
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): March 3, 2020
RAND
CAPITAL CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
New
York
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814-00235
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16-0961359
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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2200
Rand Building, Buffalo, NY 14203
(Address
of Principal Executive Offices)(Zip Code)
(716)
853-0802
(Registrant’s
Telephone Number, Including Area Code)
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:
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[ ]
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $0.10
par value
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RAND
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Nasdaq Capital Market
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Item
8.01. Other Events.
On
March 3, 2020, the Board of Directors of Rand Capital Corporation (the “Company”) declared a special dividend on the
Company’s outstanding shares of common stock of $1.62 per share payable on May 11, 2020 to shareholders of record as of
the close of business on April 2, 2020. The special dividend will be paid in cash or shares of the Company’s common stock
at the election of each shareholder, although the total amount of cash to be distributed to all shareholders will be limited to
20% of the total special dividend to be paid to all shareholders. The remainder of the special dividend (80%) will be paid in
the form of shares of the Company’s common stock. The exact distribution of cash and stock to any given shareholder will
be dependent upon his or her election as well as elections of other shareholders, subject to the pro-rata limitation described
above. The news release containing this information is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1
Press Release dated March 3, 2020
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.
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RAND CAPITAL CORPORATION
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Date: March
3, 2020
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By:
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/s/
Allen F. Grum
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Name:
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Allen F. Grum
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Title:
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President and Chief Executive Officer
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