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):
January
22, 2016
CROSSROADS CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
Maryland
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000-53504
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26-2582882
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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 No.)
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128 N. 13th Street, #1100
Lincoln, Nebraska 68508
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(Address
of principal executive offices and zip code)
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Registrant’s
telephone number, including area code: (402) 261-5345
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 7.01 Regulation FD Disclosure.
On January 25, 2016, Crossroads Capital, Inc. (the “Company”) issued a
press release announcing its plan to pursue the sale of its existing
portfolio investments with the intention of distributing cash proceeds
to shareholders and that it has amended its investment objective to now
be the preservation of capital and maximization of shareholder value.
While the Company’s Board of Directors (the “Board”) plans to distribute
cash proceeds to shareholders from the sale or other monetization of
portfolio investments, no assurance can be given regarding the timing of
or values realized from such transactions. Further, while the Board
will adhere to its previously announced determination not to invest in
new venture companies, the Company may consider making opportunistic
follow-on investments in its existing portfolio companies. The Board
reserves the right to modify or terminate this plan at any time or to
consider additional strategic alternatives.
Item 8.01 Other Events.
Change in Investment Objective
On January 22, 2016, the Board approved a change in the Company’s
investment objective to:
“The Company's new investment objective is to preserve capital and
maximize shareholder value. The Company seeks to achieve its investment
objective by pursuing the sale of its portfolio investments, limiting
expenses and deploying surplus cash as appropriate, including into
yielding investments to offset operating expenses.”
Amendment to Share Repurchase Program
The Board recently approved an amendment to the Company’s stock
repurchase program to allow for greater flexibility, by narrowing the
current “blackout” periods during which the Company is prohibited from
purchasing shares, and increasing the size of the program from $1
million to $2 million. This stock repurchase program will expire on May
10, 2016, but may be extended, modified or discontinued at any time for
any reason.
A copy of the Company’s press release dated January 25, 2016, is
attached as Exhibit 99.1, and is incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press Release dated January 25, 2016
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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:
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January 25, 2016
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CROSSROADS CAPITAL, INC.
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By:
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/s/ Ben H. Harris
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Ben H. Harris
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President and Chief Executive Officer
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3
Exhibit 99.1
Crossroads
Capital Announces Plan Intended to Maximize Shareholder Value
Company
to Pursue the Sale of Its Portfolio Investments
Board
Approves Amendment to Stock Repurchase Program
LINCOLN, Neb.--(BUSINESS WIRE)--January 25, 2016--Crossroads Capital
(Nasdaq: XRDC) announced today it will pursue the sale of its existing
portfolio investments with the intention of distributing cash proceeds
to shareholders and that it has amended its investment objective to now
be the preservation of capital and maximization of shareholder value.
Since its election, the new Board has reduced expenses and conducted a
comprehensive review of the portfolio investments made by former
management, having explored alternatives to maximize shareholder value.
Crossroads will immediately pursue the sale of its existing portfolio
investments, limit expenses and deploy surplus cash as appropriate,
including into yielding investments to offset operating expenses. While
the Board plans to distribute cash proceeds to shareholders from the
sale or other monetization of portfolio investments, no assurance can be
given regarding the timing of or values realized from such transactions.
Further, while the Board will adhere to its previously announced
determination not to invest in new venture companies, the Company may
consider making opportunistic follow-on investments in its existing
portfolio companies. The Board reserves the right to modify or terminate
this plan at any time or to consider additional strategic alternatives.
Andrew Dakos, Chairman of the Board of Directors of Crossroads and a
principal of its largest shareholder, said, “This decision was made
after considerable analysis, review and deliberation. Both management
and the Board believe this is the most efficient way to deliver the
Company’s underlying value to our shareholders.”
Crossroads’ Board previously authorized a program to repurchase shares
in the open market or through privately negotiated transactions, at
management’s discretion. This authorization expires May 10, 2016, but
may be extended, modified or discontinued at any time for any reason.
The Board recently amended the program to allow for greater flexibility,
by eliminating the current routine “blackout” periods during which the
Company is prohibited from purchasing shares, and increasing the size of
the program from $1 million to $2 million. The Board and management
believe that to the extent repurchases are made at current market levels
they should be accretive to Crossroads’ net asset value per share.
Crossroads currently has approximately $14.1 million or $1.46 per share
in cash and cash equivalents.
About Crossroads Capital, Inc.
Crossroads Capital, Inc. (www.xrdc.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:
Investor Relations Contact:
Crossroads Capital
Ben
H. Harris
Chief Executive Officer and President
(402) 261-5345
ben@xroadscap.com
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