As filed with the Securities and Exchange Commission on
June 22, 2005
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
o Pre-Effective Amendment
No.
o Post-Effective Amendment
No.
Gladstone Investment Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
Delaware |
|
83-0423116 |
|
(State of Incorporation) |
|
(I.R.S. Employer Identification No.) |
1521 Westbranch Drive, Suite 200
McLean, Virginia 22102
(703) 287-5800
(Address and telephone number, including area code, of
principal executive offices)
David Gladstone
Chairman and Chief Executive Officer
Gladstone Investment Corporation
1521 Westbranch Drive, Suite 200
McLean, Virginia 22102
(Name and address of agent for service)
Copies to:
| |
|
|
Thomas R. Salley, Esq.
Darren K. DeStefano, Esq.
Noah B. Pittard, Esq.
Cooley Godward LLP
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, Virginia 20190
(703) 456-8000
(703) 456-8100 (facsimile) |
|
John A. Good, Esq.
Helen W. Brown, Esq.
Bass, Berry & Sims PLC
The Tower at Peabody Place
100 Peabody Place, Suite 900
Memphis, Tennessee 38103-3672
(901) 543-5900
(888) 543-5999 (facsimile) |
Approximate date of proposed public offering: As soon as
practicable after the effective date of the 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. o
þ This form is filed to
register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective
registration statement for the same offering is 333-123699.
CALCULATION OF REGISTRATION FEE
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Proposed Maximum |
|
|
Proposed Maximum |
|
|
|
| |
|
|
Amount to Be |
|
|
Offering Price per |
|
|
Aggregate Offering |
|
|
Amount of |
| Title of Securities Being Registered(1) |
|
|
Registered(2) |
|
|
Share(3) |
|
|
Price(3) |
|
|
Registration Fee |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, $0.001 par value per share
|
|
|
2,760,000 shares |
|
|
$15.00 |
|
|
$41,400,000 |
|
|
$4,872.78 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
13,800,000 shares were registered under SEC File
No. 333-123699, and a filing fee of $24,363.90 was
previously paid with the earlier registration statement. |
| (2) |
Includes 360,000 shares subject to sale pursuant to the
underwriters’ over-allotment option. |
| (3) |
Estimated solely for the purpose of calculating the amount of
the registration fee. |
EXPLANATORY NOTE
This registration statement is filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended,
and relates to the initial public offering of common stock of
Gladstone Investment Corporation, a Delaware corporation,
contemplated by a Registration Statement on Form N-2,
Securities and Exchange Commission File No. 333-123699 (the
“Prior Registration Statement”), and is filed solely
to increase the number of shares to be offered in such offering
by 2,400,000 shares plus up to 360,000 additional shares
that may be sold pursuant to the underwriters’
over-allotment option. The contents of the Prior Registration
Statement, including the amendments thereto, are hereby
incorporated into this Registration Statement on Form N-2
by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of McLean, Commonwealth
of Virginia, on the 22nd day of June, 2005.
|
|
| |
GLADSTONE INVESTMENT CORPORATION |
|
|
| |
|
| |
David Gladstone |
| |
Chairman of the Board of Directors and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.
| |
|
|
|
|
|
|
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| |
/s/ David Gladstone
David Gladstone |
|
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer) |
|
June 22, 2005 |
| |
/s/ Terry Lee Brubaker
Terry Lee Brubaker |
|
Vice Chairman, Chief Operating Officer and Director |
|
June 22, 2005 |
| |
/s/ George Stelljes III
George Stelljes III |
|
President, Chief Investment Officer
and Director |
|
June 22, 2005 |
| |
/s/ Harry T. Brill, Jr.
Harry T. Brill, Jr. |
|
Chief Financial Officer
(Principal Financial and
Accounting Officer) |
|
June 22, 2005 |
| |
/s/ David A.R. Dullum
David A.R. Dullum |
|
Director |
|
June 22, 2005 |
| |
/s/ Michela A. English
Michela A. English |
|
Director |
|
June 22, 2005 |
| |
/s/ Anthony W. Parker
Anthony W. Parker |
|
Director |
|
June 22, 2005 |
| |
/s/ Maurice W. Coulon
Maurice W. Coulon |
|
Director |
|
June 22, 2005 |
| |
/s/ Paul W. Adelgren
Paul W. Adelgren |
|
Director |
|
June 22, 2005 |
| |
/s/ John H. Outland
John H. Outland |
|
Director |
|
June 22, 2005 |
All exhibits filed with or incorporated by reference in
Registration Statement No. 333-123699, as amended, are
incorporated by reference into, and shall be deemed a part of,
this Registration Statement, except for the following which are
filed herewith.
EXHIBIT LIST
| |
|
|
|
|
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| |
l |
|
|
Opinion of Cooley Godward LLP. |
| |
n |
.1 |
|
Consent of independent registered public accounting firm. |
| |
n |
.2 |
|
Consent of Cooley Godward LLP (included in Exhibit l). |