Amended Securities Registration (section 12(b)) (8-a12b/a)
June 25 2020 - 10:46AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 24, 2020
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A/A
(Amendment
No. 1)
For
Registration of Certain Classes of Securities
Pursuant
to Section 12(b) or (g) of
the
Securities Exchange Act of 1934
Saratoga
Investment Corp.
(Exact
name of registrant as specified in its charter)
Maryland
|
|
20-8700615
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
535
Madison Avenue, New York, NY
|
|
10022
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered
|
|
Name
of each exchange on
which
each class is to be registered
|
7.25%
Notes due 2025
|
|
New
York Stock Exchange
|
If
this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the following box. ☒
If
this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: 333-227116
Securities
to be registered pursuant to Section 12(g) of the Act:
None
(Title
of class)
EXPLANATORY
NOTE
This
Form 8-A/A (the “Amendment”) is being filed to amend certain information set forth in the Registration Statement on
Form 8-A filed by Saratoga Investment Corp., a Maryland corporation (the “Registrant”), with the Securities and Exchange
Commission on June 24, 2020 (the “Original 8-A”), related to the Registrant’s 7.25% Notes due 2025 (the “Notes”).
This Amendment is being filed solely to change the reference of the Notes being listed on the New York Stock Exchange under the
trading symbol “SAC” to the trading symbol “SAK.”There are no other changes to the Original 8-A.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item 1.
Description of the Registrant’s Securities to be Registered
Item
1 is amended and restated as follows:
The
securities to be registered hereby consist of the Notes of the Registrant. The Notes are expected to be listed on the New York
Stock Exchange and to trade thereon within 30 days of the original issue date under the trading symbol “SAK.”
For
a description of the Notes, reference is made to (i) the information set forth in the section captioned “Description of
the Notes” in the Registrant’s prospectus included in Post-Effective Amendment No. 4 to its Registration Statement
on Form N-2 (File No. 333-227116) (including the information incorporated or deemed to be incorporated by reference therein, the
“Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on
June 27, 2019 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the
information set forth under the section captioned “Description of the Notes” in the Registrant’s prospectus
supplement dated June 17, 2020, as filed with the Commission on June 18, 2020, pursuant to Rule 497 under the Securities Act.
The foregoing descriptions are incorporated herein by reference. Any form of prospectus
or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby
also incorporated herein by reference.
Item 2.
Exhibits
Pursuant
to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to
this Registration Statement:
Number
|
|
Exhibit
|
|
|
3.1
|
|
Articles of Incorporation of Saratoga Investment Corp. (incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended May 31, 2007 filed July 13, 2007).
|
|
|
|
3.2
|
|
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed August 3, 2010).
|
|
|
|
3.3
|
|
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed August 13, 2010).
|
|
|
|
3.4
|
|
Second Amended and Restated Bylaws of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on June 14, 2011).
|
|
|
|
4.1
|
|
Form of Indenture by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit (d)(4) to the Registrant’s Registration Statement on Form N-2 (File No. 333-186323) filed on April 30, 2013).
|
|
|
4.2
|
|
Fourth Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, relating to the 7.25% Note due 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on June 24, 2020).
|
|
|
|
4.3
|
|
Form of 7.25% Notes due 2025 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on June 24, 2020).
|
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date:
June 24, 2020
|
Saratoga Investment Corp.
|
|
|
|
|
By:
|
/s/
Henri J. Steenkamp
|
|
Name:
|
Henri J. Steenkamp
|
|
Title:
|
Chief Financial
Officer
|
2
Saratoga Investment (NYSE:SAR)
Historical Stock Chart
From Feb 2024 to Mar 2024
Saratoga Investment (NYSE:SAR)
Historical Stock Chart
From Mar 2023 to Mar 2024