Current Report Filing (8-k)
June 15 2020 - 4:29PM
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): June 15, 2020
FS
KKR Capital Corp.
(Exact
name of Registrant as specified in its charter)
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Maryland
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814-00757
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26-1630040
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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201
Rouse Boulevard
Philadelphia,
Pennsylvania
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19112
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (215) 495-1150
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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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on
which registered
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Common
stock
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FSK
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New
York Stock Exchange
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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 5.03.
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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FS
KKR Capital Corp. (the "Company") filed Articles of Amendment to its Articles of Incorporation (the “Reverse Stock
Split Amendment”) with the State Department of Assessments and Taxation of the State of Maryland to effect a 4 to 1 reverse
split of the Company’s shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective
in accordance with the terms of the Reverse Stock Split Amendment on June 15, 2020. The Company also filed a separate Articles
of Amendment to Articles of Incorporation (the “Par Value Amendment”) with the State Department of Assessments and
Taxation of the State of Maryland to provide that there will be no change in the par value of $0.001 per share as a result of
the Reverse Stock Split.
As
a result of the Reverse Stock Split, every four shares of the Company’s common stock issued and outstanding will be automatically
combined into one share of the Company’s common stock, and the number of outstanding shares of the Company’s common
stock will be reduced from approximately 495 million to approximately 123.75million.
The
foregoing descriptions of the Reverse Stock Split Amendment and the Par Value Amendment do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, the full text of the Reverse Stock Split Amendment and the Par
Value Amendment, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
On
June 15, 2020, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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, natural disasters or pandemics such as COVID-19, 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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3.1
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Reverse
Stock Split Amendment.
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3.2
99.1
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Par
Value Amendment.
Press
Release, dated June 15, 2020.
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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
KKR Capital Corp.
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Date:
June 15, 2020
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By:
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/s/
Stephen Sypherd
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Stephen
Sypherd
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General
Counsel
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