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):
June 30, 2014
FULL CIRCLE CAPITAL CORPORATION
(Exact name of registrant as specified in
its charter)
Maryland |
814-00809 |
27-2411476 |
(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
of incorporation) |
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800 Westchester Ave., Suite S-620
Rye Brook, NY 10573
(Address of principal
executive offices and zip code)
Registrant’s
telephone number, including area code: (914) 220-6300
______________________________________________
Former name or former address, if changed since last report
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 4.01 Change in Registrant’s Certifying Accountant.
On June 30, 2014, KPMG LLP (“KPMG”)
acquired certain assets of ROTHSTEIN-KASS, P.A. (d/b/a Rothstein Kass & Company, P.C.) and certain of its
affiliates (“Rothstein Kass”), the independent registered public accounting firm for Full Circle Capital
Corporation (the “Company”). As a result of this transaction, on June 30, 2014, Rothstein Kass resigned as the
independent registered public accounting firm for the Company. Concurrent with such resignation, the Company approved the
engagement of KPMG as the new independent registered public accounting firm for the Company through the completion of their
audit work for the Company’s fiscal year ended June 30, 2014.
The audit reports of Rothstein Kass on the Company’s consolidated
financial statements for the years ended June 30, 2013 and June 30, 2012 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended June 30, 2013
and June 30, 2012, and through the subsequent interim period preceding Rothstein Kass’s resignation, there were no disagreements
between the Company and Rothstein Kass on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Rothstein Kass would have caused them
to make reference thereto in their reports on the Company’s financial statements for such years.
During the two most recent fiscal years ended June 30, 2013
and June 30, 2012, and through the subsequent interim period preceding Rothstein Kass’s resignation, there were no reportable
events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
During the Company’s two most recent fiscal years ended
June 30, 2013 and June 30, 2012, and through the subsequent interim period preceding KPMG’s engagement, the Company did not
consult with KPMG on either (1) the application of accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that may be rendered on the Company’s financial statements, and KPMG did not provide either
a written report or oral advise to the Company that KPMG concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement,
as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Rothstein Kass a copy of the
disclosures in this Form 8-K and has requested that Rothstein Kass furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of Rothstein
Kass’s letter, dated July 8, 2014, is attached as Exhibit 16.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Exhibit No. |
Description |
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16.1 |
Rothstein Kass’s Letter to the SEC dated July 8, 2014 |
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 8, 2014 |
FULL CIRCLE CAPITAL CORPORATION |
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By: /s/ John E. Stuart |
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John E. Stuart |
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Co-Chief Executive Officer |
July 8, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Ladies and Gentlemen:
We have read Full Circle Capital Corporation’s statements
included under Item 4.01 of its Form 8-K dated July 8, 2014, and are in agreement with the statements contained therein concerning
our Firm in response to Item 304(a) of Regulation S-K.
Very truly yours,
/s/ Rothstein Kass
Roseland, New Jersey
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