Amendment No. 2





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 24, 2020



(Exact Name of Registrant as Specified in Charter)


Maryland   814-00732   20-8700615
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


535 Madison Avenue

New York, New York




(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code (212) 906-7800


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 (see General Instruction A.2. below):


  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class  




Name of each exchange

on which registered

Common Stock, par value $0.001 per share   SAR   New York Stock Exchange
6.25% Notes due 2025   SAF   New York Stock Exchange


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.  ☐






Explanatory Note


This Amendment No. 2 on Current Report on Form 8-K/A is being filed by Saratoga Investment Corp. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2020 (the “Initial Form 8-K”) to disclose the Company entering into an underwriting agreement by and among the Company, Saratoga Investment Advisors, LLC and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named in Schedule I thereto, in connection with the issuance and sale of $37,500,000 aggregate principal amount of the Company’s 7.25% Notes due 2025 (the “Notes” and the issuance of and sale of the Notes, the “Offering”). This Amendment is being filed solely to change the reference of the Notes being listed on the New York Stock Exchange under the trading symbol “SAC” to the trading symbol “SAK.” There are no other changes to the Initial Form 8-K or to Amendment No. 1 on Current Report on Form 8-K/A that the Company filed with the SEC on June 24, 2020.


8.01. Other Events.


The Company intends to list the Notes on the New York Stock Exchange, within 30 days of the original issue date under the trading symbol “SAK.”







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.


Date: June 24, 2020 By: /s/ Henri J. Steenkamp
  Name: Henri J. Steenkamp
  Title: Chief Financial Officer and Secretary