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

000-53504

26-2582882

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

128 N. 13th Street, #1100

Lincoln, Nebraska 68508

(Address of principal executive offices and zip code)

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.

 

Description

 
99.1 Press Release dated January 25, 2016

2

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:

January 25, 2016

CROSSROADS CAPITAL, INC.

 

 

 

 

By:

/s/ Ben H. Harris

Ben H. Harris  

President and Chief Executive Officer

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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