posex
As filed with the Securities and Exchange Commission on
October 31, 2011
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
1933 Act File
No. 333-162592
Form N-2
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
o PRE-EFFECTIVE
AMENDMENT NO.
þ POST-EFFECTIVE
AMENDMENT NO. 5
GLADSTONE CAPITAL
CORPORATION
(Exact name of registrant as
specified in charter)
1521 WESTBRANCH DRIVE, SUITE 200
MCLEAN, VA 22102
(Address of principal executive
offices)
Registrant’s telephone number, including area code:
(703) 287-5800
DAVID GLADSTONE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GLADSTONE CAPITAL CORPORATION
1521 WESTBRANCH DRIVE, SUITE 200
MCLEAN, VIRGINIA 22102
(Name and address of agent for
service)
COPIES TO:
THOMAS R. SALLEY
DARREN K. DESTEFANO
CHRISTINA L. NOVAK
COOLEY LLP
ONE FREEDOM SQUARE
RESTON TOWN CENTER
11951 FREEDOM DRIVE
RESTON, VIRGINIA 20190
(703) 456-8000
(703) 456-8100
(facsimile)
Approximate date of proposed public
offering: From time to time after the effective
date of this 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, as amended, other than
securities offered in connection with a dividend reinvestment
plan, check the following
box. þ
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as
the Commission, acting pursuant to Section 8(a), may
determine.
EXPLANATORY
NOTE
This Post-Effective Amendment No. 5 to the Registration
Statement on
Form N-2
(File
No. 333-162592)
of Gladstone Capital Corporation (the “Registration
Statement”) is being filed pursuant to Rule 462(d)
under the Securities Act of 1933, as amended (the
“Securities Act”), solely for the purpose of filing
exhibits to the Registration Statement. Accordingly, this
Post-Effective Amendment No. 5 consists only of a facing
page, this explanatory note and Part C of the Registration
Statement on
Form N-2
setting forth the exhibits to the Registration Statement. This
Post-Effective Amendment No. 5 does not modify any other
part of the Registration Statement. Pursuant to Rule 462(d)
under the Securities Act, this Post-Effective Amendment
No. 5 shall become effective immediately upon filing with
the Securities and Exchange Commission. The contents of the
Registration Statement are hereby incorporated by reference.
Part C —
OTHER INFORMATION
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Item 25.
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Financial
Statements and Exhibits
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The following financial statements of Gladstone Capital
Corporation (the “Company” or the
“Registrant”) are included in the Registration
Statement in “Part A: Information Required in a
Prospectus:”
GLADSTONE
CAPITAL CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Audited Consolidated Financial Statements
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Report of Management on Internal Controls
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F-2
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Report of Independent Registered Public Accounting Firm
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F-3
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Consolidated Statements of Assets and Liabilities as of
September 30, 2010 and September 30, 2009
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F-4
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Consolidated Statements of Operations for the years ended
September 30, 2010, September 30, 2009 and
September 30, 2008
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F-5
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Consolidated Statements of Changes in Net Assets for the years
ended September 30, 2010, September 30, 2009 and
September 30, 2008
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F-6
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Consolidated Statements of Cash Flows for the years ended
September 30, 2010, September 30, 2009 and
September 30, 2008
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F-7
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Consolidated Schedules of Investments as of September 30,
2010 and 2009
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F-8
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Notes to Consolidated Financial Statements
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F-21
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Financial Statements (Unaudited)
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Condensed Consolidated Statements of Assets and Liabilities as
of March 31, 2011 and September 30, 2010
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F-48
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Condensed Consolidated Statements of Operations for the three
and six months ended March 31, 2011 and 2010
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F-49
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Condensed Consolidated Statements of Changes in Net Assets for
the six months ended March 31, 2011 and 2010
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F-50
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Condensed Consolidated Statements of Cash Flows for the six
months ended March 31, 2011 and 2010
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F-51
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Condensed Consolidated Schedules of Investments as of
March 31, 2011 and September 30, 2010
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F-52
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Notes to Condensed Consolidated Financial Statements
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F-62
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Exhibit
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Number
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Description
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2
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.a.1
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Articles of Amendment and Restatement of the Articles of
Incorporation, incorporated by reference to Exhibit a.2 to
Pre-Effective Amendment No. 1 to the Registration Statement
on
Form N-2
(File
No. 333-63700),
filed July 27, 2001.
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2
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.a.2
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Articles Supplementary Establishing and Fixing the Rights
and Preferences of the Term Preferred Shares, including
Appendix A thereto relating to the Term Preferred Shares,
7.125% Series 2016.
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2
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.b.1
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By-laws, incorporated by reference to Exhibit b to Pre-Effective
Amendment No. 1 to the Registration Statement on
Form N-2
(File
No. 333-63700),
filed July 27, 2001.
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2
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.b.2
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Amendment to By-laws, incorporated by reference to
Exhibit 3.3 to the Registrant’s Quarterly Report on
Form 10-Q
for the quarter ended December 31, 2003 (File
No. 814-00237),
filed February 17, 2004.
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2
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.b.3
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Second Amendment to By-laws, incorporated by reference to
Exhibit 99.1 to the Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed July 10, 2007.
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C-1
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Exhibit
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Number
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Description
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2
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.b.4
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Third Amendment to Bylaws, incorporated by reference to
Exhibit 99.1 to the Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed June 10, 2011.
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2
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.c
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Not applicable.
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2
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.d.1
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Form of Direct Registration Transaction Advice for the
Registrant’s common stock, par value $0.001 per share,
incorporated by reference to Exhibit d to Pre-Effective
Amendment No. 1 to the Registration Statement on
Form N-2
(File
No. 333-63700),
filed July 27, 2001.
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2
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.d.2
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Specimen Stock Certificate, incorporated by reference to Exhibit
d.2 to Pre-Effective Amendment No. 3 to the Registration
Statement on
Form N-2
(File
No. 333-63700),
filed August 23, 2001.
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2
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.d.3*
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Form of Senior Indenture.
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2
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.d.4*
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Form of Subordinated. Indenture.
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2
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.d.5
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Specimen 7.125% Series 2016 Term Preferred stock
certificate.
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2
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.e
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Dividend Reinvestment Plan, incorporated by reference to
Exhibit 2.e to Pre-Effective Amendment No. 1 to the
Registration Statement on
Form N-2
(File
No. 333-63700),
filed July 27, 2001.
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2
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.f
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Not applicable.
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2
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.g.1
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Amended and Restated Investment Advisory and Management
Agreement between Gladstone Capital Corporation and Gladstone
Management Corporation, dated as of October 1, 2006
incorporated by reference to Exhibit 99.1 to the
Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed October 5, 2006 (renewed on July 11, 2011).
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2
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.h.1*
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Equity Distribution Agreement, dated as of May 17, 2010, by
and among Gladstone Capital Corporation, Gladstone Management
Corporation and BB&T Capital Markets, a division of
Scott & Stringfellow, LLC.
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2
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.h.2
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Underwriting Agreement, dated as of October 28, 2011.
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2
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.i
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Not applicable.
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2
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.j
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Custodian Agreement between Gladstone Capital Corporation and
The Bank of New York, dated as of May 5, 2006, incorporated
by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006 (File
No. 814-00237),
filed August 1, 2006.
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2
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.k.1
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Promissory Note of David Gladstone in favor of the Company,
dated August 23, 2001, incorporated by reference to
Exhibit 10.4 to the Registrant’s Quarterly Report on
Form 10-Q
for the period ended June 30, 2001, filed October 4,
2001.
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2
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.k.2
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Redemption Agreement, dated as of September 7, 2010,
between Gladstone Capital Corporation and David Gladstone,
incorporated by reference to Exhibit 10.10 to the
Registrant’s Annual Report on
Form 10-K
(File
No. 814-00237),
filed November 22, 2010.
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2
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.k.3
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Third Amended and Restated Credit Agreement dated as of
May 15, 2009 by and among Gladstone Business Loan, LLC as
Borrower, Gladstone Management Corporation as Servicer, the
Committed Lenders named therein, the CP Lenders named therein,
the Managing Agents named therein, and Key Equipment Finance
Inc. as Administrative Agent, incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed May 19, 2009.
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2
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.k.4
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Administration Agreement between Gladstone Capital Corporation
and Gladstone Administration, LLC, dated as of October 1,
2006 incorporated by reference to Exhibit 99.1 to the
Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed October 5, 2006 (renewed on July 11, 2011).
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2
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.k.5
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Fourth Amended and Restated Credit Agreement dated as of
March 15, 2010 by and among Gladstone Business Loan, LLC as
Borrower, Gladstone Management Corporation as Servicer, the
Lenders named therein, the Managing Agents named therein, and
Key Equipment Finance Inc. as Administrative Agent, incorporated
by reference to Exhibit 10.1 to the Registrant’s
Current Report on
Form 8-K
(File
No. 814-00237),
filed March 16, 2010.
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2
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.k.6
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Amendment No. 1 to Fourth Amended and Restated Credit
Agreement dated as of November 22, 2010 by and among
Gladstone Business Loan, LLC as Borrower, Gladstone Management
Corporation as Servicer, the Committed Lenders named therein,
the Managing Agents named therein, and Key Equipment Finance
Inc. as Administrative Agent, incorporated by reference to
Exhibit 10.8 to the Registrant’s Annual Report on
Form 10-K
(File
No. 814-00237),
filed November 22, 2010.
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C-2
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Exhibit
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Number
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Description
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2
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.l.1*
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Opinion of Cooley Godward Kronish LLP.
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2
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.l.2
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Opinion of Cooley LLP.
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2
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.m
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Not applicable.
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2
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.n.1*
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Consent of Independent Registered Public Accounting Firm.
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2
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.n.2*
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Consent of Cooley Godward Kronish LLP (included in
Exhibit 2.1).
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2
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.n.3*
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Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule.
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2
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.n.4
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Consent of Cooley LLP (included in Exhibit 2.l.2).
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2
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.o
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Not applicable.
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2
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.p
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Subscription Agreement dated May 30, 2001, incorporated by
reference to incorporated by reference to Exhibit p to the
Registration Statement on
Form N-2
(File
No. 333-63700),
filed June 22, 2001.
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2
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.q
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Not applicable.
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2
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.r
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Code of Ethics and Business Conduct, incorporated by reference
to Exhibit 14.1 to the Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed October 12, 2005.
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2
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.s.1*
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Power of Attorney.
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2
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.s.2*
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Power of Attorney.
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Item 26.
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Marketing
Arrangements
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The information contained under the heading “Plan of
Distribution” on page 124 of the prospectus is
incorporated herein by reference, and any information concerning
any underwriters will be contained in the accompanying
prospectus supplement, if any.
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Item 27.
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Other
Expenses of Issuance and Distribution
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Commission registration fee
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$
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16,740
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FINRA fee
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$
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30,500
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Accounting fees and expenses
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$
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200,000
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*
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Legal fees and expenses
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$
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200,000
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*
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Printing and engraving
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$
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200,000
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*
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Total
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$
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647,240
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*
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These amounts are estimates. |
All of the expenses set forth above shall be borne by the
Registrant.
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Item 28.
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Persons
Controlled by or Under Common Control
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Gladstone Capital Advisers, Inc., a Delaware corporation and
wholly-owned subsidiary of the Registrant.
U.S. Healthcare Communications, Inc., a Delaware
corporation and wholly-owned subsidiary of the Registrant.
USHC Legal Inc., a New Jersey corporation and wholly-owned
subsidiary of the Registrant.
Gladstone Business Loan, LLC, a Delaware limited liability
company and wholly-owned subsidiary of the Registrant.
Gladstone Financial Corporation, a Delaware corporation and
wholly-owned subsidiary of the Registrant.
BERTL, Inc., a Delaware corporation controlled by the Registrant
through 29% common stock ownership.
LYP Holdings Corp., a Delaware corporation controlled by the
Registrant.
C-3
LocalTel, LLC, a Delaware limited liability company controlled
by LYP Holdings Corp., through 57% ownership.
LYP, LLC, a Delaware limited liability company controlled by LYP
Holdings Corp., through 100% ownership.
Lindmark Acquisition, LLC a Delaware limited liability company
controlled by Lindmark Holdings Corp., through 50% ownership.
Lindmark Holdings Corp., a Delaware corporation controlled by
the Registrant.
Defiance Integrated Technologies, Inc., a Delaware corporation
controlled by the Registrant, through 58% ownership.
1090 Perry Acquisition Corp., a Delaware corporation
controlled by Defiance Integrated Technologies, Inc., through
100% ownership.
JBM Tool & Die, Inc., a Delaware corporation
controlled by Defiance Integrated Technologies, Inc., through
100% ownership.
Pro Shear Corporation, a Delaware corporation controlled by
Defiance Integrated Technologies, Inc., through 100% ownership.
Midwest Metal Distribution, Inc., a Delaware corporation
controlled by Gladstone Metal, LLC through 70% ownership.
Gladstone Metal, LLC, a Delaware limited liability company
controlled by the Registrant.
SCI Cable, Inc, a Kansas corporation controlled by the
Registrant by board control.
Kansas Cable Holdings, Inc., a Delaware corporation controlled
by the Registrant through 100% ownership.
Sunshine Media Group, Inc., a Delaware corporation controlled by
the Registrant through 50% ownership.
Publication Holdings, Inc., a Delaware corporation controlled by
the Registrant through 100% ownership.
Georgia Film Holdings, LLC, a Delaware limited liability company
controlled by the Registrant through 100% ownership.
Gladstone Investment Corporation, a Delaware corporation
controlled by the Registrant’s officers and directors.
Gladstone Business Investment, LLC, a Delaware limited liability
company and wholly-owned subsidiary of Gladstone Investment
Corporation.
Gladstone Investment Advisers, Inc., a Delaware corporation and
wholly-owned subsidiary of Gladstone Investment Corporation.
ACME Cryogenics Inc., a Pennsylvania corporation controlled by
Gladstone Investment Corporation through 53% ownership.
CCE Investment Corp., a Delaware corporation and wholly-owned
subsidiary of Gladstone Investment Corporation.
Mustang Eagle Partnership, LLC, a Delaware limited liability
company and wholly-owned subsidiary of CCE Investment Corp.
Country Club Enterprises, LLC, a Massachusetts limited liability
company, controlled by Mustang Eagle Partnership, LLC through
52% ownership.
ASH Holdings Corp., a Delaware corporation and wholly-owned
subsidiary of Gladstone Investment Corporation.
Auto Safety House, LLC, a Delaware limited liability company,
controlled by ASH Holdings, Corp. through 74% ownership.
Galaxy Tool Holding Corporation, a Delaware corporation
controlled by Gladstone Investment Corporation through 60%
ownership.
C-4
Mathey Investments, Inc., a Oklahoma corporation controlled by
the Gladstone Investment Corporation through 97% ownership.
Tread Corporation, a Delaware corporation controlled by
Gladstone Investment Corporation through 51% ownership.
Neville Limited, a Delaware corporation controlled by Gladstone
Investment Corporation through 100% stock ownership.
Quench Holdings Corp., a Delaware corporation controlled by
Gladstone Investment Corporation.
Precision Southeast Holdings, Inc., a Delaware corporation
controlled by Gladstone Investment Corporation through 91% stock
ownership.
SBS Industries Holdings, Inc., a Delaware corporation controlled
by the Registrant through 85% ownership.
SBS Industries, LLC, a Delaware limited liability company
controlled by SBS Industries Holdings, Inc. through 100%
ownership.
Venyu Solutions, Inc, a Louisiana corporation controlled by
Venyu Holdings, LLC through 100% ownership.
Venyu Holdings, LLC, a Delaware limited liability company
controlled by Venyu Investments, LLC though 60% ownership.
Venyu Investments, LLC, a Delaware limited liability company
controlled by Gladstone Investment Corporation through 100%
ownership.
MRP Holdings Corp., a Delaware corporation controlled by
Gladstone Investment Corporation through 30% ownership.
Gladstone SOG Investments, Inc., a Delaware corporation and
wholly-owned subsidiary of the Registrant.
SOG Investment I LLC, a Delaware limited liability company
controlled by Gladstone SOG Investments, Inc. through 100%
ownership.
Gladstone Commercial Corporation, a Maryland corporation
controlled by the Registrant’s officers and directors.
GCLP Business Trust I, a Massachusetts business trust
controlled by Gladstone Commercial Corporation.
GCLP Business Trust II, a Massachusetts business trust
controlled by Gladstone Commercial Partners, LLC.
Gladstone Commercial Partners, LLC, a Delaware limited liability
company and wholly-owned subsidiary of Gladstone Commercial
Corporation.
Gladstone Commercial Advisers, Inc., a Delaware corporation and
wholly-owned subsidiary of Gladstone Commercial Corporation.
First Park Ten COCO San Antonio GP LLC, a Delaware limited
liability company controlled by its manager, Gladstone
Commercial Limited Partnership.
First Park Ten COCO San Antonio LP, a Delaware limited
partnership controlled by its general partner, First Park Ten
COCO San Antonio GP LLC.
COCO04 Austin TX GP LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
COCO04 Austin TX LP, a Delaware limited partnership controlled
by its general partner, COCO04 Austin TX GP LLC.
Pocono PA GCC, LP, a Delaware limited partnership controlled by
its general partner, Pocono PA GCC GP LLC.
Gladstone Commercial Limited Partnership, a Delaware limited
partnership controlled by its general partner GCLP Business
Trust II.
GCC Acquisition Holdings LLC, a Delaware limited liability
company controlled by its manager, Gladstone Commercial Limited
Partnership.
C-5
SLEE Grand Prairie LP, a Delaware limited partnership controlled
by its general partner, GCC Acquisition Holdings, Inc.
EE 208 South Rogers Lane, Raleigh, NC LLC, a Delaware limited
liability company controlled by its manager, Gladstone
Commercial Limited Partnership.
Gladstone Commercial Lending LLC, a Delaware limited liability
company controlled by its manager, Gladstone Commercial Limited
Partnership.
260 Springside Drive Akron OH LLC, a Delaware limited
liability company controlled by its manager, Gladstone
Commercial Limited Partnership.
Little Arch04 Charlotte NC Member LLC, a Delaware limited
liability company controlled by its manager, Gladstone
Commercial Limited Partnership.
Little Arch Charlotte NC LLC, a Delaware limited liability
company controlled by its sole member, Little Arch04 Charlotte
NC Member LLC.
CMI04 Canton NC LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
OB Midway NC Gladstone Commercial LLC, a Delaware limited
liability company controlled by its manager, Gladstone
Commercial Limited Partnership.
GCC Granby LLC, a Delaware limited liability company controlled
by its manager, Gladstone Commercial Limited Partnership.
Granby Property Trust, a Delaware statutory trust controlled by
its grantor, GCC Granby LLC.
GCC Dorval LLC, a Delaware limited liability company controlled
by its manager, Gladstone Commercial Limited Partnership.
Dorval Property Trust, a Delaware statutory trust controlled by
its grantor, GCC Dorval LLC.
3094174 Nova Scotia Company, a Nova Scotia corporation
controlled by its sole stockholder, Gladstone Commercial Limited
Partnership.
3094175 Nova Scotia Company, a Nova Scotia corporation
controlled by its sole stockholder, Gladstone Commercial Limited
Partnership.
WMI05 Columbus OH LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
2525 N Woodlawn Vstrm Wichita KS LLC, a Delaware limited
liability company controlled by its manager, Gladstone
Commercial Limited Partnership.
Corning Big Flats LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
OB Crenshaw SPE GP LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
OB Crenshaw GCC LP, a Delaware limited partnership controlled by
its general partner, OB Crenshaw SPE GP LLC.
HMBF05 Newburyport MA LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
YorkTC05 Eatontown NJ LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
STI05 Franklin NJ LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
C-6
AFL05 Duncan SC Member LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
AFL05 Duncan SC LLC, a Delaware limited liability company
controlled by its sole member, AFL05 Duncan SC Member LLC.
MSI05-3 LLC, a Delaware limited liability company controlled by
its manager, Gladstone Commercial Limited Partnership.
WMI05 Hazelwood MO LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
CI05 Clintonville WI LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
PZ05 Maple Heights OH LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
YCC06 South Hadley MA LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
NW05 Richmond VA LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
SVMMC05 Toledo OH LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
ACI06 Champaign IL LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
UC06 Roseville MN LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
TCI06 Burnsville MN LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
RC06 Menomonee Falls WI LLC, a Delaware limited liability
company controlled by its manager, Gladstone Commercial Limited
Partnership.
SJMH06 Baytown TX GP LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
SJMH06 Baytown TX LP, a Delaware limited partnership controlled
by its general partner, SJMH06 Baytown TX GP LLC.
NJT06 Sterling Heights MI LLC, a Delaware limited liability
company controlled by its manager, Gladstone Commercial Limited
Partnership.
CMS06-3 LLC, a Delaware limited liability company controlled by
its manager, Gladstone Commercial Limited Partnership.
MPI06 Mason OH LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
GSM LLC, a Delaware limited liability company, controlled by its
manager, Gladstone Commercial Limited Partnership.
AC07 Lawrenceville GA LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
EE07 Raleigh NC GP LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
C-7
EE07 Raleigh NC, L.P., a Delaware limited partnership,
controlled by its general partner, EE07 Raleigh NC GP LLC.
WPI07 Tulsa OK LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
APML07 Hialeah FL LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
EI07 Tewksbury MA LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
GBI07 Syracuse NY LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
CDLCI07 Mason OH LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
FTCH107 Grand Rapids MI LLC, a Delaware limited liability
company, controlled by its manager, Gladstone Commercial Limited
Partnership.
DBP107 Bolingbrook IL LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
Pocono PA GCC GP LLC, a Delaware limited liability company,
controlled by its manager, Gladstone Commercial Limited
Partnership.
RCOG07 Georgia LLC, a Delaware limited liability company,
controlled by its manager Gladstone Commercial Limited
Partnership.
C08 Fridley MN LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
SRFF08 Reading PA GP LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
SRFF08 Reading PA, L.P., a Delaware limited partnership
controlled by its general partner, SRFF08 Reading PA GP LLC.
OS08 Winchester VA LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
RB08 Concord OH LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
RPT08 Pineville NC GP LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
RPT08 Pineville NC L.P., a Delaware limited partnership
controlled by its general partner, RPT08 Pineville NC GP LLC.
FMCT08 Chalfont PA GP LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
FMCT08 Chalfont PA, L.P., a Delaware limited partnership
controlled by its general partner, FMCT08 Chalfont PA GP LLC.
D08 Marietta OH LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
ELF08 Florida LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
C-8
SCC10 Orange City IA LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
TMC11 Springfield MO LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
FS11 Hickory NC GP LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
FS11 Hickory NC, LP, a Delaware limited partnership controlled
by its general partner, FS11 Hickory NC GP LLC.
AFR11 Parsippany NJ LLC, a Delaware limited liability company
controlled by its manager, Gladstone Commercial Limited
Partnership.
Hemingway at Boston Heights, LLC, an Ohio limited liability
company controlled by its manager, Gladstone Commercial Limited
Partnership.
Gladstone Land Corporation, a Maryland corporation controlled by
David Gladstone through indirect 100% stock ownership.
Gladstone Land Partners, LLC, a Delaware limited liability
company controlled by its manager, Gladstone Land Corporation.
Gladstone Land Advisers, Inc., a Delaware corporation and
wholly-owned subsidiary of Gladstone Land Corporation.
Gladstone Land Limited Partnership, a Delaware limited
partnership controlled by its general partner, Gladstone Land
Partners, LLC.
San Andreas Road Watsonville LLC, a California limited
liability company controlled by its manager, Gladstone Land
Limited Partnership.
West Gonzales Road Oxnard LLC, a California limited liability
company controlled by its manager, Gladstone Land Limited
Partnership.
West Beach Street Watsonville, LLC, a California limited
liability company controlled by its manager, Gladstone Land
Limited Partnership.
Dalton Lane Watsonville, LLC, a California limited liability
company controlled by its manager, Gladstone Land Limited
Partnership.
Keysville Road Plant City, LLC, a Florida limited liability
company controlled by its manager, Gladstone Land Limited
Partnership.
Gladstone Holding Corporation, a Delaware corporation controlled
by David Gladstone through 100% indirect stock ownership.
Gladstone Management Corporation, a Delaware corporation
controlled by Gladstone Holding Corporation, through 100%
ownership.
Gladstone Administration, LLC, a Delaware limited liability
company and wholly-owned subsidiary of Gladstone Holding
Corporation.
Gladstone Securities, LLC, a Connecticut limited liability
company controlled by its member, Gladstone Holding Corporation.
Gladstone General Partner, LLC, a Delaware limited liability
company controlled by its manager, Gladstone Management
Corporation.
Gladstone Participation Fund LLC, a Delaware limited
liability company controlled by Gladstone General Partner, LLC.
C-9
Gladstone Partners Fund, LP, a Delaware limited partnership
controlled by its general partner, Gladstone Management
Corporation.
Gladstone Lending Corporation, a Maryland corporation controlled
by David Gladstone through 100% indirect stock ownership.
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Item 29.
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Number
of Holders of Securities
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The following table sets forth the approximate number of record
holders of our common stock at October 27, 2011.
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Number of
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Title of Class
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Record Holders
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Common Stock, par value $0.001 per share
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65
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Subject to the Investment Company Act of 1940, as amended (the
“1940 Act”) or any valid rule, regulation or order of
the Securities and Exchange Commission (“SEC”)
thereunder, our articles of incorporation and bylaws provide
that we will indemnify any person who was or is a party or is
threatened to be made a party to any threatened action, suit or
proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was our
director or officer, or is or was serving at our request as a
director, officer, partner or trustee of another corporation,
real estate investment trust, partnership, joint venture, trust,
employee benefit plan or other enterprise to the maximum extent
permitted by
Section 2-418
of the Annotated Code of Maryland, Corporations and Associations
(the “Maryland Law”). The 1940 Act provides that a
company may not indemnify any director or officer against
liability to it or its security holders to which he or she might
otherwise be subject by reason of his or her willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office
unless a determination is made by final decision of a court, by
vote of a majority of a quorum of directors who are
disinterested, non-party directors or by independent legal
counsel that the liability for which indemnification is sought
did not arise out of the foregoing conduct. In addition to any
indemnification to which our directors and officers are entitled
pursuant to our articles of incorporation and bylaws and
Maryland Law, our articles of incorporation and bylaws permit us
to indemnify our other employees and agents to the fullest
extent permitted by Maryland Law, whether such employees or
agents are serving us or, at our request, any other entity.
In addition, the investment advisory and management agreement
between us and our investment adviser, Gladstone Management
Corporation (the “Adviser”), as well as the
administration agreement between us and our administrator
Gladstone Administration, LLC (the “Administrator”),
each provide that, absent willful misfeasance, bad faith, or
gross negligence in the performance of their respective duties
or by reason of the reckless disregard of their respective
duties and obligations, our Adviser or our Administrator, as
applicable, and their respective officers, managers, partners,
agents, employees, controlling persons, members, and any other
person or entity affiliated with it are entitled to
indemnification from us for any damages, liabilities, costs, and
expenses (including reasonable attorneys’ fees and amounts
reasonably paid in settlement) arising from the rendering of our
Adviser’s services under the investment advisory and
management agreement or otherwise as our investment adviser, or
the rendering of our Administrator’s services under the
administration agreement, as applicable.
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Item 31.
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Business
and Other Connections of Investment Adviser
|
A description of any other business, profession, vocation or
employment of a substantial nature in which our Adviser, and
each director or executive officer of our Adviser, is or has
been during the past two fiscal years, engaged in for his or her
own account or in the capacity of director, officer, employee,
partner or trustee, is set forth in Part A of this
Registration Statement in the section entitled
“Management.” Additional information regarding our
Adviser and its officers and directors is set forth in its
Form ADV, as filed with the SEC, and is incorporated herein
by reference.
C-10
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Item 32.
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Location
of Accounts and Records
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All accounts, books or other documents required to be maintained
by Section 31(a) of the 1940 Act and the rules thereunder
are maintained at the offices of:
(1) the Registrant, Gladstone Capital Corporation,
1521 Westbranch Drive, Suite 200, McLean, VA 22102;
(2) the Transfer Agent, BNY Mellon Shareowner Services, 480
Washington Boulevard, Jersey City, NJ 07310;
(3) the Adviser, Gladstone Management Corporation,
1521 Westbranch Drive, Suite 200, McLean, VA 22102;
(4) the Custodian, The Bank of New York Mellon Corp., 2
Hanson Place, Sixth Floor, Brooklyn, NY 11217; and
(5) the Collateral Custodian, The Bank of New York Mellon
Corp., 2 Hanson Place, Sixth Floor, Brooklyn, NY 11217.
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Item 33.
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Management
Services
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Not applicable.
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1.
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We hereby undertake to suspend the offering of shares until the
prospectus is amended if, subsequent to the effective date of
this registration statement, our net asset value declines more
than ten percent from our net asset value as of the effective
date of this registration statement.
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2. We hereby undertake:
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(a)
|
to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i)
|
to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended, or the Securities Act;
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| |
(ii)
|
to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
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| |
(iii)
|
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
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| |
(b)
|
that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of those securities
at that time shall be deemed to be the initial bona fide
offering thereof;
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(c)
|
to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering; and
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(d)
|
that, for the purpose of determining liability under the
Securities Act to any purchaser, if the Registrant is subject to
Rule 430C: Each prospectus filed pursuant to
Rule 497(b), (c), (d) or (e) under the Securities
Act as part of a registration statement relating to an offering,
other than prospectuses filed in reliance on Rule 430A
under the Securities Act, shall be deemed to be part of and
included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use;
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C-11
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(e)
|
that for the purpose of determining liability of the Registrant
under the Securities Act to any purchaser in the initial
distribution of securities: The undersigned Registrant
undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to the purchaser:
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(i)
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any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed
pursuant to Rule 497 under the Securities Act;
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(ii)
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the portion of any advertisement pursuant to Rule 482 under
the Securities Act relating to the offering containing material
information about the undersigned Registrant or its securities
provided by or on behalf of the undersigned Registrant; and
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(iii)
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any other communication that is an offer in the offering made by
the undersigned Registrant to the purchaser;
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(f)
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to file a post-effective amendment to the registration
statement, and to suspend any offers or sales pursuant the
registration statement until such post-effective amendment has
been declared effective under the Securities Act, in the event
the shares of the Registrant are trading below its net asset
value and either (i) the Registrant receives, or has been
advised by its independent registered accounting firm that it
will receive, an audit report reflecting substantial doubt
regarding the Registrant’s ability to continue as a going
concern or (ii) the Registrant has concluded that a
material adverse change has occurred in its financial position
or results of operations that has caused the financial
statements and other disclosures on the basis of which the
offering would be made to be materially misleading;
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(g)
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to file a post-effective amendment to the registration statement
in respect of any one or more offerings of the Registrant’s
shares (including warrants
and/or
rights to purchase the shares) below net asset value that will
result in greater than 15% dilution, in the aggregate, to
existing net asset value per share; and
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(h)
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to file a post-effective amendment to the registration statement
in connection with any rights offering.
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3. We hereby undertake that:
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(a)
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for the purpose of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by us under Rule 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and
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(b)
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for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.
|
C-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Post-Effective Amendment
No. 5 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of McLean and Commonwealth of Virginia, on the
31st day of October 2011.
GLADSTONE CAPITAL CORPORATION
David Gladstone
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 5 to the
Registration Statement has been signed below by the following
persons in the capacities indicated on October 31, 2011:
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By:
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/s/ DAVID
GLADSTONE David
Gladstone
Chief Executive Officer and Chairman of the
Board of Directors (principal executive officer)
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By:
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/s/ DAVID
WATSON David
Watson
Chief Financial Officer (principal financial and
accounting officer)
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By:
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* Terry
L. Brubaker
Vice Chairman, Chief Operating Officer,
Secretary and Director
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By:
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* George
Stelljes III
President, Chief Investment Officer and Director
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By:
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* David
A. R. Dullum
Director
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By:
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* Anthony
W. Parker
Director
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By:
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* Michela
A. English
Director
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C-13
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By:
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* Paul
W. Adelgren
Director
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By:
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* John
H. Outland
Director
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By:
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* Gerard
Mead
Director
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By:
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* John
Reilly
Director
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*By:
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/s/ DAVID
GLADSTONE David
Gladstone
(attorney-in-fact)
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C-14
Exhibits
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Exhibit
|
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Number
|
|
Description
|
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2
|
.a.1
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Articles of Amendment and Restatement of the Articles of
Incorporation, incorporated by reference to Exhibit a.2 to
Pre-Effective Amendment No. 1 to the Registration Statement
on
Form N-2
(File
No. 333-63700),
filed July 27, 2001.
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2
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.a.2
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Articles Supplementary Establishing and Fixing the Rights
and Preferences of the Term Preferred Shares, including
Appendix A thereto relating to the Term Preferred Shares,
7.125% Series 2016.
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2
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.b.1
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By-laws, incorporated by reference to Exhibit b to Pre-Effective
Amendment No. 1 to the Registration Statement on
Form N-2
(File
No. 333-63700),
filed July 27, 2001.
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2
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.b.2
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Amendment to Bylaws, incorporated by reference to
Exhibit 3.3 to the Registrant’s Quarterly Report on
Form 10-Q
for the quarter ended December 31, 2003 (File
No. 814-00237),
filed February 17, 2004.
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2
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.b.3
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Second Amendment to Bylaws, incorporated by reference to
Exhibit 99.1 to the Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed July 10, 2007.
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2
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.b.4
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Third Amendment to Bylaws, incorporated by reference to
Exhibit 99.1 to the Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed June 10, 2011.
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2
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.c
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Not applicable.
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2
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.d.1
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Form of Direct Registration Transaction Advice for the
Registrant’s common stock, par value $0.001 per share,
incorporated by reference to Exhibit d to Pre-Effective
Amendment No. 1 to the Registration Statement on
Form N-2
(File
No. 333-63700),
filed July 27, 2001.
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2
|
.d.2
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Specimen Stock Certificate, incorporated by reference to Exhibit
d.2 to Pre-Effective Amendment No. 3 to the Registration
Statement on
Form N-2
(File
No. 333-63700),
filed August 23, 2001.
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2
|
.d.3*
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Form of Senior Indenture.
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2
|
.d.4*
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Form of Subordinated Indenture.
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2
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.d.5
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Specimen 7.125% Series 2016 Term Preferred stock
certificate.
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2
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.e
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Dividend Reinvestment Plan, incorporated by reference to
Exhibit 2.e to Pre-Effective Amendment No. 1 to the
Registration Statement on
Form N-2
(File
No. 333-63700),
filed July 27, 2001.
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2
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.f
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Not applicable.
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2
|
.g.1
|
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Amended and Restated Investment Advisory and Management
Agreement between Gladstone Capital Corporation and Gladstone
Management Corporation, dated as of October 1, 2006
incorporated by reference to Exhibit 99.1 to the
Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed October 5, 2006 (renewed on July 11, 2011).
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2
|
.h.1*
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Equity Distribution Agreement, dated as of May 17, 2010, by
and among Gladstone Capital Corporation, Gladstone Management
Corporation and BB&T Capital Markets, a division of
Scott & Stringfellow, LLC.
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2
|
.h.2
|
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Underwriting Agreement, dated as of October 28, 2011.
|
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2
|
.i
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|
Not applicable.
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2
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.j
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Custodian Agreement between Gladstone Capital Corporation and
The Bank of New York, dated as of May 5, 2006, incorporated
by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2006 (File
No. 814-00237),
filed August 1, 2006.
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2
|
.k.1
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Promissory Note of David Gladstone in favor of the Company,
dated August 23, 2001, incorporated by reference to
Exhibit 10.4 to the Registrant’s Quarterly Report on
Form 10-Q
for the period ended June 30, 2001, filed October 4,
2001.
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2
|
.k.2
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Redemption Agreement, dated as of September 7, 2010,
between Gladstone Capital Corporation and David Gladstone,
incorporated by reference to Exhibit 10.10 to the
Registrant’s Annual Report on
Form 10-K
(File
No. 814-00237),
filed November 22, 2010.
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2
|
.k.3
|
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Third Amended and Restated Credit Agreement dated as of
May 15, 2009 by and among Gladstone Business Loan, LLC as
Borrower, Gladstone Management Corporation as Servicer, the
Committed Lenders named therein, the CP Lenders named therein,
the Managing Agents named therein, and Key Equipment Finance
Inc. as Administrative Agent, incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed May 19, 2009.
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C-15
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Exhibit
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Number
|
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Description
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2
|
.k.4
|
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Administration Agreement between Gladstone Capital Corporation
and Gladstone Administration, LLC, dated as of October 1,
2006 incorporated by reference to Exhibit 99.1 to the
Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed October 5, 2006 (renewed on July 11, 2011).
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2
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.k.5
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Fourth Amended and Restated Credit Agreement dated as of
March 15, 2010 by and among Gladstone Business Loan, LLC as
Borrower, Gladstone Management Corporation as Servicer, the
Lenders named therein, the Managing Agents named therein, and
Key Equipment Finance Inc. as Administrative Agent, incorporated
by reference to Exhibit 10.1 to the Registrant’s
Current Report on
Form 8-K
(File
No. 814-00237),
filed March 16, 2010.
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2
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.k.6
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Amendment No. 1 to Fourth Amended and Restated Credit
Agreement dated as of November 22, 2010 by and among
Gladstone Business Loan, LLC as Borrower, Gladstone Management
Corporation as Servicer, the Committed Lenders named therein,
the Managing Agents named therein, and Key Equipment Finance
Inc. as Administrative Agent, incorporated by reference to
Exhibit 10.8 to the Registrant’s Annual Report on
Form 10-K
(File
No. 814-00237),
filed November 22, 2010.
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2
|
.l.1*
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Opinion of Cooley Godward Kronish LLP.
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2
|
.l.2
|
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Opinion of Cooley LLP.
|
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2
|
.m
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Not applicable.
|
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2
|
.n.1*
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Consent of Independent Registered Public Accounting Firm.
|
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2
|
.n.2*
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Consent of Cooley Godward Kronish LLP (included in
Exhibit 2.1).
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2
|
.n.3*
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Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule.
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2
|
.n.4
|
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Consent of Cooley LLP (included in Exhibit 2.l.2).
|
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2
|
.o
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Not applicable.
|
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2
|
.p
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Subscription Agreement dated May 30, 2001, incorporated by
reference to incorporated by reference to Exhibit p to the
Registration Statement on
Form N-2
(File
No. 333-63700),
filed June 22, 2001.
|
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2
|
.q
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Not applicable.
|
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2
|
.r
|
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Code of Ethics and Business Conduct, incorporated by reference
to Exhibit 14.1 to the Registrant’s Current Report on
Form 8-K
(File
No. 814-00237),
filed October 12, 2005.
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2
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.s.1*
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Power of Attorney.
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2
|
.s.2*
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Power of Attorney.
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C-16