Current Report Filing (8-k)
April 03 2020 - 7:33AM
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): April 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
7.01. Regulation FD Disclosure.
On
April 3, 2020, Rand Capital Corporation (the “Company”) began to send to its shareholders of record as of April 2,
2020 a letter regarding the election to be made by its shareholders in connection with the special dividend (the “Special
Dividend”) announced by the Company on March 3, 2020 and payable by the Company on May 11, 2020 (the “Shareholder
Letter”), along with the accompanying Special Dividend Election Form (the “Election Form”), copies of which
are attached hereto as Exhibits 99.1 and 99.2, respectively.
The
information contained in this Current Report on Form 8-K, including the Shareholder Letter and Election Form, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities
Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
April 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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