XRDC Crossroads Capital, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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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):

December 2, 2015

CROSSROADS CAPITAL, INC.
(Exact name of registrant as specified in its charter)

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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

Resignation of Frederic M. Schweiger and Katie P. Kurtz as Officers  

In connection with the termination of the Investment Advisory and Administrative Services Agreement (“Investment Advisory Agreement”), by and between Crossroads Capital, Inc. f/k/a BDCA Venture, Inc. (the “Company”) and  BDCA Venture Adviser, LLC (the “Adviser”) dated as of July 1, 2014, Frederic M. Schweiger notified the Company’s Board of Directors (the “Board”) of his resignation as the Chief Executive Officer, President, Chief Operating Officer, Chief Compliance Officer and Secretary of the Company, effective December 2, 2015.  Mr. Schweiger’s resignation was not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices.  

In connection with the termination of the Investment Advisory Agreement, Katie P. Kurtz also notified the Board of her resignation as the Chief Financial Officer and Treasurer of the Company, effective December 2, 2015.  Ms. Kurtz’s resignation was not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices.  

Appointment of New Officers

Effective December 2, 2015, the Board appointed the following persons to serve as the Company’s officers until his or her resignation or earlier termination or other removal therefrom:  

Ben H. Harris - Chief Executive Officer and President

David M. Hadani - Chief Financial Officer, Treasurer and Secretary

Stephanie L. Darling - Chief Compliance Officer

Biographical and other information in satisfaction of the disclosures required by Items 401(b) and 401(e) of Regulation S-K for each of the new officers is set forth below.  

Ben H. Harris (age 47).  Since July 2008, Mr. Harris has served as Manager of NBC Bancshares, LLC, a bank holding company, and as Director for two of its subsidiary banks, Nebraska Bank of Commerce and Mountain View Bank of Commerce.  Mr. Harris has also has served as Director and CEO of a third NBC Bancshares subsidiary, NBC Trust Company since January 2015.  Mr. Harris is a Manager of two investment holding companies based in Lincoln, Nebraska:  NHI II, LLC since June 2007 and GRIT, LLC since November 2013.  Mr. Harris also serves as a Director of Bolts & Nuts Corp., a subsidiary of GRIT, LLC and a fastener distributor headquartered in Chattanooga, Tennessee.  Additionally, Mr. Harris has served as Director of Special Opportunities Fund, Inc., a public closed-end investment fund headquartered in Milwaukee, Wisconsin, since December 2009 (NYSE:SPE).

Mr. Harris currently serves as Director of Invest Nebraska Corp., a private non-profit corporation focused on investing capital in high-growth Nebraska-based companies.  Mr. Harris also serves on the Board of Governors for Nebraska Wesleyan University, and is on the Board of Trustees for the Sheldon Art Association.  He is also a current Director of the Ben Hormel Harris Foundation and a former Director for the Hormel Family Foundation.

Mr. Harris is a 1996 graduate of the University of Nebraska-Lincoln College of Law (J.D.), and a 1991 graduate of Washington University in St. Louis (B.A.).

David M. Hadani (age 48).  Mr. Hadani has been the Chief Executive Officer of Nebraska Heavy Industries, Inc. since January 2008, and the Executive Chairman of Bolts & Nuts Corp., a subsidiary of GRIT, LLC and a fastener distributor headquartered in Chattanooga, Tennessee, since November 2013.  Prior to that, Mr. Hadani was a principal with MVC Capital, Inc. (NYSE: MVC), a business development company based in New York, New York, for whom Mr. Hadani was responsible for primary investing into and portfolio management of middle-market operating businesses.  Previously, Mr. Hadani served in various general management, purchasing and finance roles with Philips Electronics, N.V. and AlliedSignal, Inc., based in both the United States and Asia.   Mr. Hadani currently sits on the Board of Directors of Nebraska Heavy Industries, GRIT, LLC, Bolts & Nuts Corp., TranslateMedia Limited, The Helms Fund (a 501(c)(3) social enterprise) and Ohio Medical Corporation.  Previously, Mr. Hadani was a member of the Board of Directors of Goodwill Industries International, Inc., a non-profit organization, having served while a member of the Board as its Chairman of the Board of Directors.

Mr. Hadani has a Master's of Business Administration degree from Duke University, as well a B.S., Business Administration from Washington University in St. Louis.

Stephanie L. Darling (age 45).  Since 2012, Ms. Darling has served as General Counsel and Chief Compliance Officer of Bulldog Investors, LLC, a registered investment adviser.  In July 2014, she became the Editor-in-Chief of The Investment Lawyer, a monthly legal publication devoted to the investment management legal industry. She has been a Principal of The Law Office of Stephanie Darling since 2008.  

Ms. Darling received her undergraduate degree from Pennsylvania State University in 1992 and her Juris Doctor from the University of Maryland School of Law in 1995.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Articles of Amendment

Effective December 2, 2015, BDCA Venture, Inc. has changed its name to “Crossroads Capital, Inc.” (“Crossroads Capital” or the “Company”).  On November 18, 2015, in accordance with the provisions of the Maryland General Corporation Law (“MGCL”), the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to change the Company’s name to “Crossroads Capital, Inc.,” to be effective prior to the termination of the Investment Advisory and Administrative Services Agreement between the Company and BDCA Venture Adviser, LLC.  Under MGCL, the foregoing amendment to the Company’s Articles of Incorporation did not require the approval of the Company’s stockholders.  A copy of the Articles of Amendment changing the Company’s name to “Crossroads Capital, Inc.” effective December 2, 2015 is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Bylaws Amendment

On November 18, 2015, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) to change the Company’s name to “Crossroads Capital, Inc.” to be effective upon the filing of the Articles of Amendment.  A copy of the Amendment to the Bylaws changing the Company’s name to “Crossroads Capital, Inc.” effective December 2, 2015 is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 8.01   Other Events.

The shares of Crossroads Capital, Inc. continue to be listed on Nasdaq and will begin trading under the new ticker symbol “XRDC” on December 3, 2015.

A copy of the Company’s press release announcing the change in the Company’s name and ticker symbol and the appointment of new officers is attached as Exhibit 99.1 and is incorporated herein by this reference.

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.

5

Exhibit 3.1

BDCA VENTURE, INC.

ARTICLES OF AMENDMENT

BDCA Venture, Inc., a Maryland corporation (the “Company”), having its principal office in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST:  The Company desires to, and does hereby, amend its charter (the “Charter”) as currently in effect as hereafter set forth.

SECOND:  The amendment to the Charter as set forth herein was approved by the Board of Directors of the Company, without the approval of the stockholders of the Company, in accordance with the requirements of Section 2-605 of the Maryland General Corporation Law and the Company’s Charter.

THIRD:  Charter is hereby amended by deleting the existing Article I in its entirety and substituting in lieu thereof a new Article I which reads as follows:

ARTICLE I
NAME

The name of the corporation is Crossroads Capital, Inc.   

FOURTH:  The effective date of these Articles of Amendment is 4:01 p.m. Eastern Time, December 2, 2015.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer on November 30, 2015.

THE UNDERSIGNED, Frederic M. Schweiger, the Chief Executive Officer of BDCA Venture, Inc., who executed on behalf of said corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth herein with respect to the approval thereof are true in all material respects, under penalties of perjury.

2

Exhibit 3.2

BDCA VENTURE, INC.

AMENDMENT TO AMENDED AND RESTATED BYLAWS

WHEREAS, the Board of Directors has previously approved an Articles of Amendment to the change in the name of BDCA Venture, Inc. (the “Company”) to Crossroads Capital, Inc. (the “Charter Amendment”); and

WHEREAS, in connection with the Charter Amendment, the Board of Directors believes that it is in the best interests of the Company and its stockholders to amend the Amended and Restated Bylaws of the Company currently in effect (the “Bylaws”) to change the name of the Company from BDCA Venture, Inc. to Crossroads Capital, Inc.; and

WHEREAS, the Company has duly filed the Charter Amendment with the State Department of Assessments and Taxation of Maryland to be effective at 4:01 p.m. Eastern time on December 2, 2015; and

WHEREAS, pursuant to Article XIV of the Company’s Bylaws, the Board of Directors has the power, at any time, to adopt, alter or repeal any provision of the Bylaws and to make new Bylaws;

NOW, THEREFORE, BE IT RESOLVED, the Board of Directors does hereby amend its Bylaws as set forth below effective upon the effectiveness of the Charter Amendment;

FIRST:  The Bylaws are hereby amended by replacing “BDCA Venture, Inc.” in each place in which such name appears in the Bylaws with “Crossroads Capital, Inc.”

SECOND:  This amendment to the Bylaws was approved by the Board of Directors of the Company in accordance with its Bylaws by resolutions duly adopted by the Board of Directors by written consent without a meeting on November 18, 2015.   

Dated: December 2, 2015

1

Exhibit 99.1

BDCA Venture Announces Changes in Name and Ticker Symbol

Board Also Announces Appointment of New Officers

LINCOLN, Neb.--(BUSINESS WIRE)--December 2, 2015--BDCA Venture, Inc. (“BDCA Venture” or the “Company”) (Nasdaq: BDCV), a closed-end fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), announced today that it has changed its name and appointed new officers.

Name and Ticker Change

The Company has changed its name to “Crossroads Capital, Inc.” (“Crossroads Capital”) effective December 2, 2015. The shares of Crossroads Capital will continue to be listed on Nasdaq and will begin trading under the new ticker “XRDC” on December 3, 2015.

Appointment of New Officers

In connection with the termination of the Investment Advisory and Administrative Services Agreement (“Investment Advisory Agreement”) by and between the Company and BDCA Venture Adviser, LLC, Frederic M. Schweiger and Katie P. Kurtz resigned as the officers of the Company as of December 2, 2015. Their resignations were not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices.

Effective December 2, 2015, the Company’s Board of Directors appointed the following persons to serve as the Company’s officers until his or her resignation or earlier termination or other removal therefrom:

Ben H. Harris - Chief Executive Officer and President

David M. Hadani - Chief Financial Officer, Treasurer and Secretary

Stephanie L. Darling - Chief Compliance Officer

Biographical and other information for each of the new officers is included in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on December 2, 2015.

Andrew Dakos, Chairman of the Board of Directors, commented; “The appointment of Ben, David, and Stephanie marks a significant milestone for the Company. The Board has been focused on the important task of achieving a smooth transition to internal management and is confident it has assembled the right team as the Company seeks to maximize value for shareholders. The business experience and track record of Ben and David, particularly as it relates to business development companies, will be of significant value to the Company at this critical stage. In addition, having worked with Stephanie closely for several years, she is likewise highly qualified to lead our compliance program. To date, most of our focus has been on reducing the Company’s operating expenses. Going forward, we intend to focus our efforts to monetize our current holdings in addition to managing our cash resources to benefit shareholders.”

About Crossroads Capital, Inc.

Crossroads Capital, Inc. (www.bdcv.com) is a closed-end fund regulated as a business development company under the Investment Company Act of 1940.

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 Crossroads Capital’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 Crossroads Capital’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 Crossroads Capital’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, Crossroads Capital 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 Crossroads Capital’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./Crossroads Capital, Inc.
Investor Relations Contact:
Ben H. Harris, 402-817-4424
Chief Executive Officer and President
ben@xroadscap.com