As filed with the Securities
and Exchange Commission on November 28, 2012
Securities Act File No.
333-180321
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment
No.
£
Post-Effective Amendment No.
1
S
FULL CIRCLE CAPITAL CORPORATION
(Exact name of Registrant
as specified in charter)
800 Westchester Ave.,
Suite S-620
Rye Brook, NY 10573
(Address of Principal Executive
Offices)
Registrant’s telephone number, including Area Code: (914) 220-6300
John E. Stuart
Chief Executive Officer
Full Circle Capital Corporation
800 Westchester Ave., Suite S-620
Rye Brook, NY 10573
(Name and address of agent
for service)
COPIES TO:
Steven B. Boehm
John J. Mahon
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
(202) 383-0100
Approximate
date of proposed public offering:
From time to time after the effective date of this Registration Statement.
If
any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the
Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.
x
It is
proposed that this filing will become effective (check appropriate box):
o
when declared effective pursuant to section 8(c).
CALCULATION OF REGISTRATION
FEE UNDER THE SECURITIES ACT OF 1933
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Title of Securities Being Registered
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Amount Being
Registered
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Proposed Maximum
Aggregate
Offering Price
(1)
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Amount of
Registration Fee
(2)
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Common Stock, $0.01 par value per share
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$
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30,000,000
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$
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30,000,000
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$
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3,438.00
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(1)
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Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this Registration Statement.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the
Registration Statement on Form N-2 (File No. 333-180321) of Full Circle Capital Corporation (the“Registration Statement”)
is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely
for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only
of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the
Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant
to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with
the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C — OTHER
INFORMATION
ITEM 25. FINANCIAL STATEMENTS
AND EXHIBITS
1. Financial
Statements
The following financial statements of Full Circle Capital Corporation (the “Registrant” or the “Company”)
are included in Part A “Information Required to be in the Prospectus” of the Registration Statement.
INDEX TO FINANCIAL STATEMENTS
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Page
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UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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Consolidated Statements of Assets and Liabilities as of March 31, 2012 and June 30, 2011
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F-2
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Consolidated Statements of Operations for the three and nine months ended March 31, 2012 and March 31, 2011
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F-3
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Consolidated Statements of Changes in Net Assets for the nine months ended March 31, 2012 and March 31, 2011
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F-4
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Consolidated Statements of Cash Flows for the nine months ended March 31, 2012 and March 31, 2011
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F-5
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Consolidated Schedule of Investments as of March 31, 2012
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F-6
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Consolidated Schedule of Investments as of June 30, 2011
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F-8
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Notes to Consolidated Financial Statements as of March 31, 2012
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F-10
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AUDITED CONSOLIDATED FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm
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F-28
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Consolidated Statements of Assets and Liabilities as of June 30, 2011 and June 30, 2010
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F-29
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Consolidated Statements of Operations for the year ended June 30, 2011 and the period from April 16, 2010 (date of inception) to June 30, 2010
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F-30
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Consolidated Statements of Changes in Net Assets for the year ended June 30, 2011 and the period from April 16, 2010 (date of inception) to June 30, 2010
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F-31
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Consolidated Statements of Cash Flows for the year ended June 30, 2011 and the period from April 16, 2010 (date of inception) to June 30, 2010
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F-32
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Consolidated Schedule of Investments as of June 30, 2011
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F-33
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Notes to Consolidated Financial Statements as of June 30, 2011
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F-35
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C-1
2.
Exhibits
Exhibit
Number
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Description
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(a)
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Articles of Amendment and Restatement
(2)
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(b)
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Bylaws
(1)
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(d)(1)
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Form of Common Stock Certificate
(1)
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(d)(2)
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Form of Note Agreement for Senior Unsecured Notes
(1)
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(d)(3)
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Form of Senior Unsecured Note
(1)
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(e)
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Form of Dividend Reinvestment Plan
(1)
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(g)
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Investment Advisory Agreement by and between Registrant and Full Circle Advisors, LLC
(1)
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(h)(1)
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Form of Underwriting Agreement
(7)
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(h)(2)
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Underwriting Agreement, dated November 27, 2012
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(k)(1)
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Administration Agreement by and between Registrant and Full Circle Service Company, LLC
(1)
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(k)(2)
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Form of Second Amended and Restated Loan and Security Agreement by and between the Registrant
and FCC, LLC d/b/a First Capital
(2)
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(k)(3)
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First Amendment to the Second Amended and Restated Loan and Security Agreement by and between
the Registrant and FCC, LLC d/b/a First Capital
(3)
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(k)(4)
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Waiver and Second Amendment to Second Amended and Restated Loan and Security Agreement by
and between the Registrant and FCC, LLC d/b/a First Capital
(5)
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(k)(5)
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Third Amendment to Second Amended and Restated Loan and Security Agreement, among Full Circle Capital
Corporation and FCC, LLC, d/b/a First Capital
(8)
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(k)(6)
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Fourth Amendment to Second Amended and Restated Loan and Security Agreement, among Full Circle Capital
Corporation and FCC, LLC, d/b/a First Capital
(9)
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(k)(7)
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Form of Indemnification Agreement by and between Registrant and each of its directors
(1)
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(k)(8)
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Trademark License Agreement by and between Registrant and Full Circle Advisors, LLC
(1)
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(k)(9)
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Form of Purchase and Sale Agreement by and between Registrant, Full Circle Partners, LP,
Full Circle Fund, Ltd., Full Circle Offshore, LLC, and FCC, LLC d/b/a First Capital
(2)
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(l)(1)
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Opinion of Sutherland Asbill & Brennan LLP
(6)
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(l)(2)
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Opinion of Sutherland Asbill & Brennan LLP
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(n)(1)
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Consent of Sutherland Asbill & Brennan LLP (Incorporated by reference to exhibit (l)(1) hereto)
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(n)(2)
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Consent of Independent Registered Public Accounting Firm
(6)
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(n)(3)
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Report of Independent Registered Public Accounting Firm
(4)
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(n)(4)
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Consent of Sutherland Asbill & Brennan LLP (Incorporated by reference to exhibit (l)(2)
hereto)
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(n)(5)
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Consent of Independent Registered Public Accounting Firm
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(r)(1)
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Code of Ethics of Registrant
(1)
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(r)(2)
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Code of Ethics of Full Circle Advisors, LLC
(1)
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99.1
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Code of Business Conduct of Registrant
(1)
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99.2
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Form of Prospectus Supplement for Common Stock Offerings
(4)
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(1)
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Incorporated by reference to Registrant’s registration statement on Form N-2 Pre-Effective Amendment No. 2 (File No. 333-166302) filed on August 5, 2010.
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(2)
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Incorporated by reference to Registrant’s registration statement on Form N-2 Pre-Effective Amendment No. 3 (File No. 333-166302) filed on August 26, 2010.
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(3)
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Incorporated by reference to Registrant’s current report on Form 8-K (File No. 814-00809) filed on January 27, 2012.
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(4)
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Incorporated by reference to Registrant’s registration statement on Form N-2 (File No. 333-180321) filed on March 23, 2012.
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(5)
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Incorporated by reference to Registrant’s quarterly report on Form 10-Q (File No. 814-00809) filed on May 10, 2012.
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(6)
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Previously filed with Registrant’s registration statement on Form N-2 Pre-Effective Amendment No. 1 (File No. 333-180321) filed on June 15, 2012.
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(7)
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Previously filed with Registrant’s registration statement on Form N-2 Pre-Effective Amendment No. 2 (File No. 333-180321) filed on July 13, 2012.
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(8)
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Incorporated by reference to Registrant’s current report on Form 8-K (File No. 814-00809) filed on August 1, 2012.
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(9)
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Incorporated by reference to Registrant’s current report on Form 8-K (File No. 814-00809) filed on November 2, 2012.
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ITEM 26. MARKETING ARRANGEMENTS
The
information contained under the heading “Plan of Distribution” on this Registration Statement is incorporated herein
by reference and any information concerning any underwriters for a particular offering will be contained in the prospectus supplement
related to that offering.
C-2
ITEM 27. OTHER EXPENSES
OF ISSUANCE AND DISTRIBUTION
SEC registration fee
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$
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3,438
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FINRA filing fee
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3,500
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NASDAQ Capital Market listing fee
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25,000
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Printing and postage
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100,000
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Legal fees and expenses
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250,000
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Accounting fees and expenses
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100,000
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Miscellaneous
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25,000
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Total
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$
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506,938
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Note:
All listed amounts are estimates, except for the SEC registration fee and FINRA filing fee.
ITEM 28. PERSONS CONTROLLED
BY OR UNDER COMMON CONTROL
We may
be deemed to control certain portfolio companies. See “Portfolio Companies” in the prospectus.
ITEM 29. NUMBER OF HOLDERS
OF SECURITIES
The
following table sets forth the number of record holders of the Registrant’s common stock at July 12, 2012
Title of Class
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Number of
Record
Holders
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Common Stock, par value $0.01 per share
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73
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ITEM 30. INDEMNIFICATION
Reference
is made to Section 2-418 of the Maryland General Corporation Law, Article VII of the Registrant’s charter and Article XI
of the Registrant’s Amended and Restated Bylaws.
Maryland
law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to
the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit
or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material
to the cause of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’
liability to the maximum extent permitted by Maryland law, subject to the requirements of the Investment Company Act of 1940, as
amended (the “1940 Act”).
The
Registrant’s charter authorizes the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements
of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s
director or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and
against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service
in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Registrant’s
bylaws obligate the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act,
to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s director
or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or
threatened to be made, a party to the proceeding by reason of his or her service in that capacity from and against any claim or
liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity
and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws
also permit the Registrant to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of
the capacities described above and any of the Registrant’s employees or agents or any employees or agents of the Registrant’s
predecessor. In
C-3
accordance with the 1940
Act, the Registrant will not indemnify any person for any liability to which such person would be subject by reason of such person’s
willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Maryland
law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify
a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be
made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their
service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty,
(b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However,
under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation
or for a judgment of liability on the basis that a personal benefit was improperly received unless, in either case, a court orders
indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to
a director or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification
by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by
the corporation if it is ultimately determined that the standard of conduct was not met.
Adviser and Administrator
The
Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of the reckless disregard of its duties and obligations, Full Circle Advisors, LLC (the “investment adviser”)
and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are
entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’
fees and amounts reasonably paid in settlement) arising from the rendering of the investment adviser’s services under the
Investment Advisory Agreement or otherwise as an investment adviser of the Registrant.
The
Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of the reckless disregard of its duties and obligations, Full Circle Service Company, LLC and its officers, managers,
agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification
from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably
paid in settlement) arising from the rendering of Full Circle Service Company, LLC’s services under the Administration Agreement
or otherwise as administrator for the Registrant.
The
law also provides for comparable indemnification for corporate officers and agents. Insofar as indemnification for liability arising
under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
The
Registrant has entered into indemnification agreements with its directors. The indemnification agreements are intended to provide
the Registrant’s directors the maximum indemnification permitted under
C-4
Maryland law and the 1940
Act. Each indemnification agreement provides that the Registrant shall indemnify the director who is a party to the agreement (an
“Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee
is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding
by or in the right of the Registrant.
ITEM 31. BUSINESS AND
OTHER CONNECTIONS OF INVESTMENT ADVISER
A description
of any other business, profession, vocation, or employment of a substantial nature in which the investment adviser, and each managing
director, director or executive officer of the investment adviser, is or has been during the past two fiscal years, engaged in
for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this
Registration Statement in the sections entitled “Management — Board of Directors,” “Investment
Advisory Agreement” and “Portfolio Management — Investment Personnel.” Additional information
regarding the investment adviser and its officers and directors will be set forth in its Form ADV, as filed with the Securities
and Exchange Commission (SEC File No. 801-71447), under the Investment Advisers Act of 1940, as amended, and is incorporated herein
by reference.
ITEM 32. LOCATION OF
ACCOUNTS AND RECORDS
All
accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained
at the offices of:
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(1)
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the Registrant, Full Circle Capital Corporation, 800 Westchester Ave., Suite S-620, Rye Brook, New York 10573;
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(2)
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the Transfer Agent, American Stock Transfer and Trust Company, LLC, 6201 15
th
Ave., Brooklyn, New York 11219;
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(3)
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the investment adviser, Full Circle Advisors, LLC, 800 Westchester Ave., Suite S-620, Rye Brook, New York 10573; and
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(4)
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the sub-administrator, Vastardis Fund Services LLC, 41 Madison Ave., 30
th
Floor, New York, New York 10010.
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ITEM 33. MANAGEMENT
SERVICES
Not
applicable.
ITEM 34. UNDERTAKINGS
(1) Registrant
undertakes to suspend the offering of the shares of common stock covered hereby until it amends its prospectus contained herein
if (a) subsequent to the effective date of this Registration Statement, its net asset value per share of common stock declines
more than 10% from its net asset value per share of common stock as of the effective date of this Registration Statement, or (b)
its net asset value per share of common stock increases to an amount greater than its net proceeds as stated in the prospectus
contained herein.
(2) Not
applicable.
(3) Registrant
undertakes that if any public offering by the underwriters of the securities being registered is to be made on terms differing
from those set forth on the cover page of the prospectus, the Registrant shall file a post-effective amendment to set forth the
terms of such offering.
C-5
(4) Registrant
undertakes:
(a) to
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(b) that,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of those securities at the time
shall be deemed to be the initial
bona fide
offering thereof;
(c) to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering;
(d) that,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the Registrant is subject to Rule
430C [17 CFR 230.430C]: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act of 1933 [17 CFR
230.497(b), (c), (d) or (e)] as part of a registration statement relating to an offering, other than prospectuses filed in reliance
on Rule 430A under the Securities Act of 1933 [17 CFR 230.430A], shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however,
that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first
use; and
(e) that
for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to the purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
497 under the Securities Act of 1933 [17 CFR 230.497];
(ii) the
portion of any advertisement pursuant to Rule 482 under the Securities Act of 1933 [17 CFR 230.482] relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant;
and
(iii)
any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(f) To
file a post-effective amendment to the registration statement, and to suspend any offers or sales pursuant the registration statement
until such post-effective amendment has been declared effective under the 1933 Act, in the event the shares of Registrant are trading
below its net asset value and either (i) Registrant receives, or has been advised by its independent registered accounting firm
that it will
C-6
receive, an audit report
reflecting substantial doubt regarding the Registrant’s ability to continue as a going concern or (ii) Registrant has concluded
that a material adverse change has occurred in its financial position or results of operations that has caused the financial statements
and other disclosures on the basis of which the offering would be made to be materially misleading.
(5) (a) For
the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant
under Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of the Registration Statement as of the time it was
declared effective.
(b) For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(6) Not
applicable.
(7) Registrant
undertakes to not seek to sell shares under a prospectus supplement to this registration statement, or a post-effective amendment
to this registration statement, of which the prospectus forms a part (the “current registration statement”) if the
cumulative dilution to its net asset value (“NAV”) per share arising from offerings from the effective date of the
current registration statement through and including any follow-on offering would exceed 15% based on the anticipated pricing of
such follow-on offering. This limit would be measured separately for each offering pursuant to the current registration statement
by calculating the percentage dilution or accretion to aggregate NAV from that offering and then summing the anticipated percentage
dilution from each subsequent offering. If the Registrant files a new post-effective amendment, the threshold would reset.
C-7
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Rye Brook, in the State of New York, on this 28
th
day of November, 2012.
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FULL CIRCLE CAPITAL CORPORATION
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By:
/s/ John E. Stuart
John E. Stuart
Chief Executive Officer, President and
Chairman of the Board of Directors
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
the Registration Statement on Form N-2 has been signed by the following persons
on behalf of the Registrant, in the capacities indicated, on this 28
th
day of November, 2012. This document may be executed
by the signatories hereto on any number of counterparts, all of which shall constitute one and the same instrument.
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Signature
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Title
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/s/ John E. Stuart
John E. Stuart
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Chief Executive Officer, President and Chairman of the
Board of Directors (Principal Executive Officer)
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/s/ William E. Vastardis
William E. Vastardis
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Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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*
Mark C. Biderman
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Director
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*
Edward H. Cohen
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Director
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*
Thomas A. Ortwein, Jr.
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Director
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*
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Signed by John E. Stuart pursuant to a power of attorney signed by each individual on March 23, 2012.
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Full Circle Capital Corp. (MM) (NASDAQ:FULL)
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From Jun 2024 to Jul 2024
Full Circle Capital Corp. (MM) (NASDAQ:FULL)
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From Jul 2023 to Jul 2024