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
9, 2015
BDCA
VENTURE, INC.
(Exact
name of registrant as specified in its charter)
Maryland
|
000-53504
|
26-2582882
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
5251 DTC Parkway, Suite 1100
Greenwood Village, CO 80111
|
(Address
of principal executive offices and zip code)
|
Registrant’s
telephone number, including area code: (720) 889-0139
Check the
appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the
following provisions:
⃞
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2015, BDCA Venture, Inc. (the “Company”) filed a Definitive
Proxy Statement on Schedule 14A (the “Company’s Proxy Statement”) with
the Securities and Exchange Commission relating to the Annual Meeting of
Stockholders to be held on July 9, 2015 (the “Annual Meeting”). The
Company’s Proxy Statement described in detail the Company’s proposal to
elect the Company’s director nominees (Laurence W. Berger, Timothy J.
Keating, Leslie D. Michelson and J. Taylor Simonton)(the “Management
Nominees”) as directors of the Company to serve until the 2016 Annual
Meeting of Stockholders or until their respective successors are duly
elected and qualified (the “Company’s Proposal”). The Board of
Directors fixed the close of business on May 13, 2015 as the record date
(the “Record Date”) for identifying those stockholders entitled to
notice of, and to vote at, the Annual Meeting. A total of 9,793,994
shares of common stock were entitled to vote at the Annual Meeting.
On June 12, 2015, Bulldog Investors, LLC (“Bulldog”) filed a Definitive
Proxy Statement on Schedule 14A (the “Bulldog’s Proxy Statement”) with
the Securities and Exchange Commission with three proposals: ( i) to
elect Bulldog’s director nominees (Richard Cohen, Andrew Dakos and
Gerald Hellerman) (the “Bulldog Nominees”) as directors of the Company
to serve until the 2016 Annual Meeting of Stockholders or until their
respective successors are duly elected and qualified, (ii) to have the
Board of Directors consider adopting a plan to “maximize shareholder
value within a reasonable period of time” (the “Bulldog Plan”) and (iii)
to terminate the Company’s investment advisory agreement with BDCA
Venture Adviser, LLC (the “Adviser”) (the “Termination Proposal,” and
collectively, the “Bulldog Proposals”).
On July 9, 2015, the Company held its Annual Meeting of Stockholders at
the Company’s corporate headquarters, and a quorum of the stockholders
was present at the Annual Meeting. The Company’s Proposal and each of
the Bulldog Proposals were presented to the stockholders at the Annual
Meeting. The preliminary voting results for each of the proposals were
as follows:
Proposal 1 - Election of Directors
The tabulation of votes for the election of directors was:
Name
|
|
Votes For
|
|
Votes Withheld
|
|
|
|
|
|
Management Nominees:
|
|
|
|
|
Laurence W. Berger
|
|
2,277,657
|
|
183,911
|
|
|
|
|
|
Timothy J. Keating
|
|
2,390,011
|
|
188,201
|
|
|
|
|
|
Leslie D. Michelson
|
|
2,283,705
|
|
177,863
|
|
|
|
|
|
J. Taylor Simonton
|
|
2,282,516
|
|
179,052
|
|
|
|
|
|
Bulldog Nominees:
|
|
|
|
|
Gerald Hellerman
|
|
2,916,977
|
|
48,142
|
|
|
|
|
|
Andrew Dakos
|
|
2,916,252
|
|
48,867
|
|
|
|
|
|
Richard Cohen
|
|
2,916,774
|
|
48,345
|
The four director nominees receiving the most votes cast at the Annual
Meeting will be elected directors of the Company to serve until the 2016
Annual Meeting of Stockholders or until their respective successors are
duly elected and qualified.
Bulldog Proposal 2 - That the Board of Directors of BDCA Venture,
Inc. is hereby directed to consider a plan to maximize shareholder value
within a reasonable period of time. The tabulation of votes was:
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
2,927,229
|
|
2,454,068
|
|
26,047
|
(number)
|
|
(number)
|
|
(number)
|
Approval of Bulldog Proposal 2 requires an affirmative vote of a
majority of the shares cast at the Annual Meeting.
Bulldog Proposal 3 - That that the Investment Advisory and
Administrative Services Agreement between BDCA Venture, Inc. and its
investment adviser, BDCA Venture Adviser, LLC, shall be terminated as
soon as legally permissible thereunder. The tabulation of votes was:
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
2,916,956
|
|
2,452,741
|
|
37,656
|
(number)
|
|
(number)
|
|
(number)
|
Approval of Bulldog Proposal 3 requires an affirmative vote of holders
of: (i) 67% of the votes present at the Annual Meeting, or (ii) a
majority of the outstanding shares, whichever is less.
Accordingly, being the four director nominees receiving the most votes
cast at the Annual Meeting, Messrs. Cohen, Dakos, Hellerman and Keating
were elected as directors of the Company to serve until the 2016 Annual
Meeting of Stockholders or until their respective successors are duly
elected and qualified.
Bulldog Proposal 2 as described above received the required vote of the
stockholders and was adopted by the stockholders of the Company.
Bulldog Proposal 3 as described above failed to receive the required
vote of the stockholders and was not adopted by the stockholders of the
Company. Therefore, the Adviser will continue to serve as investment
adviser to the Company.
These results are preliminary only and are subject to change based
on the certification of the voting results by the independent inspector
of elections, IVS Associates, Inc. (“IVS”). The Company will file an
amendment to this Current Report on Form 8-K to disclose the final
voting results after receiving IVS’s final certified report.
The Company issued a press release, filed herewith as Exhibit 99.1, on
July 14, 2015 announcing the preliminary voting results described above.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated July
14, 2015
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.
Date:
|
July 14, 2015
|
BDCA VENTURE, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Timothy J. Keating
|
|
|
|
Timothy J. Keating
|
|
|
|
President and Chief Executive Officer
|
5
Exhibit 99.1
BDCA
Venture, Inc. Announces Election of New Directors and Results on Other
Proposals Presented at 2015 Annual Meeting
GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--July 14, 2015--At the 2015
Annual Meeting of Stockholders of BDCA Venture, Inc. (the “Company”)
held on July 9, 2015, the Company’s stockholders elected four directors
to serve until the 2016 Annual Meeting or until their respective
successors are duly elected and qualified. The Company’s stockholders
elected Richard Cohen, Andrew Dakos and Gerald Hellerman, each of whom
was nominated by Bulldog Investors, LLC (“Bulldog”). The Company’s
stockholders also elected Timothy J. Keating, who was nominated by the
Company’s management.
At the 2015 Annual Meeting, the Company’s stockholders also approved a
proposal submitted by Bulldog to have the Company’s Board of Directors
consider adopting a plan to “maximize shareholder value within a
reasonable period of time.”
At the 2015 Annual Meeting, a proposal submitted by Bulldog to terminate
the Company’s investment advisory agreement with BDCA Venture Adviser,
LLC (the “Adviser”) failed to receive the required vote of the
stockholders and was not adopted by the Company’s stockholders.
The detailed preliminary voting results for the 2015 Annual Meeting are
contained in Form 8-K filed with the SEC on July 14, 2015.
The results of the election of directors and two Bulldog proposals are
based on preliminary voting results, and are subject to change. The
Company intends to file an amendment to its Current Report on Form 8-K
to announce such final results and outcomes.
About BDCA Venture, Inc.
BDCA Venture, Inc. (www.BDCV.com) is a closed-end fund regulated
as a business development company under the Investment Company Act of
1940, as amended, that seeks to maximize total return by generating
current income through debt investments in growth companies and, to a
lesser extent, through capital appreciation. BDCA Venture’s shares are
listed on Nasdaq under the ticker symbol “BDCV.”
Forward-Looking Statements
This press release may contain statements of a forward-looking nature
relating to future events. These forward-looking statements are
subject to the inherent uncertainties in predicting future results and
conditions. These statements reflect BDCA Venture’s current
beliefs, and a number of important factors could cause actual results to
differ materially from those expressed in this press release, including
the factors set forth in “Risk Factors” set forth in BDCA Venture’s Form
10-K and Form 10-Q filed with the Securities and Exchange Commission
(“SEC”), and subsequent filings with the SEC. Please
refer to BDCA Venture’s SEC filings for a more detailed discussion of
the risks and uncertainties associated with its business, including but
not limited to the risks and uncertainties associated with investing in
micro- and small-cap companies. Except as required by the federal
securities laws, BDCA Venture undertakes no obligation to revise or
update any forward-looking statements, whether as a result of new
information, future events or otherwise. The reference to BDCA
Venture’s website has been provided as a convenience, and the
information contained on such website is not incorporated by reference
into this press release.
CONTACT:
BDCA Venture, Inc.
Investor Relations Contact:
Andrew
G. Backman, 917-475-2135
Investor Relations / Public Relations
abackman@rcscapital.com
or
Matthew
L. Furbish, 917-475-2153
Investor Relations
mfurbish@rcscapital.com
Crossroads Capital, Inc. (NASDAQ:XRDC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Crossroads Capital, Inc. (NASDAQ:XRDC)
Historical Stock Chart
From Jul 2023 to Jul 2024