Current Report Filing (8-k)
November 07 2018 - 4:39PM
Edgar (US Regulatory)
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):
November 7, 2018
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FS
Investment Corporation
(Exact
name of Registrant as specified in its charter)
Maryland
(State
or other jurisdiction
of
incorporation)
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814-00757
(Commission
File
Number)
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26-1630040
(I.R.S.
Employer
Identification
No.)
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201
Rouse Boulevard
Philadelphia,
Pennsylvania
(Address
of principal executive offices)
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19112
(Zip
Code)
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Registrant’s
telephone number, including area code:
(215) 495-1150
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None
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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☐
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Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02
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Results
of Operations and Financial Condition.
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On
November 7, 2018, FS Investment Corporation (the “Company”) issued a press release (the “Press Release”)
providing an overview of its operating results for the quarter ended September 30, 2018.
A
copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01.
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Regulation
FD Disclosure.
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In
the Press Release, the Company announced (i) a special cash distribution of $0.09 per share, which will be paid on or about December
3, 2018 to stockholders of record as of the close of business on November 19, 2018 and (ii) a regular cash distribution of $0.19
per share, which will be paid on or about January 2, 2019 to stockholders of record as of the close of business on December 12,
2018.
The
Company will make available under the “Presentations and Reports” page within the “Investor Relations”
section of the Company’s website (
www.fsinvestmentcorp.com
) a presentation providing an overview of the Company’s
operating results for the quarter ended September 30, 2018 in advance of its previously announced November 8, 2018 conference
call.
Forward-Looking
Statements
This
Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to future events or
the future performance or operation of the Company. Words such as “believes,” “expects,” “projects”
and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements
are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results
to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ
materially include changes in the economy, risks associated with possible disruption in the Company’s operations or the
economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in the Company’s
operating area, and the price at which shares of common stock may trade on the New York Stock Exchange. Some of these factors
are enumerated in the filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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DESCRIPTION
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99.1
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Press
Release, dated November 7, 2018.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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FS
Investment Corporation
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Date:
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November
7, 2018
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By:
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/s/
Stephen S. Sypherd
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Stephen
S. Sypherd
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General
Counsel
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