UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
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
22, 2015 (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))
Explanatory Note
This Current Report on Form 8-K/A is being filed by BDCA Venture, Inc.
(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 on July 14, 2015, to announce the preliminary results of the
Company's Annual Meeting of Stockholders held on July 9, 2015 (the
“Annual Meeting”). This Amendment is being filed to disclose the final
voting results received from IVS Associates, Inc. ("IVS"), the
independent inspector of elections for the Annual Meeting, on July 21,
2015.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 21, 2015, IVS delivered its final vote tabulation that certified
the voting results for each of the matters set forth below that were
submitted to a vote at the Annual Meeting.
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 (the “Adviser”), 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.
The Company issued a press release, filed herewith as Exhibit 99.1, on
July 22, 2015 announcing the final 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 22, 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 22, 2015
|
BDCA VENTURE, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Timothy J. Keating
|
|
|
|
Timothy J. Keating
|
|
|
|
President and Chief Executive Officer
|
4
Exhibit 99.1
BDCA
Venture, Inc. Announces Final Voting Results from 2015 Annual Meeting
GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--July 22, 2015--BDCA Venture,
Inc. (the “Company”) announced that it received final voting results for
the 2015 Annual Meeting of Stockholders held on July 9, 2015 (“Annual
Meeting”). On July 21, 2015, IVS Associates, Inc., the independent
inspector of elections for the Annual Meeting, delivered its final vote
tabulation that certified the voting results for each of the matters set
forth below that were submitted to a vote at the Annual Meeting.
Proposal 1 - Election of Directors
Richard Cohen, Andrew Dakos, Gerald Hellerman and Timothy Keating
received the most votes cast at the Annual Meeting and 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. Messrs. Cohen, Dakos and Hellerman were each director
nominees of Bulldog Investors, LLC (“Bulldog”). Mr. Keating was a
director nominee of the Company’s management.
Bulldog Proposal 2 – Shareholder Value Maximization Plan
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” received the required vote of the
stockholders and was adopted by the Company’s stockholders.
Bulldog Proposal 3 – Termination of Investment Advisory
Agreement
A proposal submitted by Bulldog to terminate the Investment Advisory and
Administrative Services Agreement between the Company and its investment
adviser, BDCA Venture Adviser, LLC (the “Adviser”), as soon as legally
permissible thereunder, failed to receive the required vote of the
stockholders and was not adopted by the Company’s stockholders.
Therefore, the Adviser will continue to serve as investment adviser to
the Company pursuant to the terms of the Investment Advisory and
Administrative Services Agreement.
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
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